Common use of Contracts Clause in Contracts

Contracts. (a) Schedule 3.8(a) contains a true and complete list of all the following contracts currently in force or terminated but pursuant to which any of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Companies is a party or by which any Assets of the Insurance Companies are bound, as such contracts may have been amended to the date hereof (collectively, the “Material Contracts”): (i) all contracts with any present or former officer, director or trustee of the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans or advances to any such Person or any Affiliate of such Person); (ii) all contracts with any Person including, but not limited to, any Governmental Entity, containing any provision or covenant (A) limiting the ability of the Insurance Companies to engage in any line of business, to sell any products or services, to compete with any Person in any geographical area, to do business with any Person or in any location or to employ any Person or (B) limiting the ability of any Person to compete with, or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical area; (iii) (A) all contracts relating to the borrowing of money by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000; (iv) all contracts (other than Insurance Contracts) with any person containing any provisions or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) all contracts relating to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than in the ordinary course of business, or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of business; (vi) any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23; (viii) any contract for the provision of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts relating to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on or after January 1, 2000; (xi) all contracts under which either of the Insurance Companies has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of business; (xii) all contracts providing for severance, retention, change of control or other similar payments; and (xiii) all other contracts (other than (i) contracts regarding the purchase or sale of investment assets entered into in the ordinary course of business, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that (A) involve or are reasonably likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business of the Insurance Companies. (b) Each of the Material Contracts constitutes a legal, valid and binding obligation of each Insurance Company to the extent that it is party thereto, and, to the Knowledge of Seller, of each other Person that is a party thereto. Each of the Insurance Companies is not, and to the Knowledge of Seller, no other party to such Material Contract is, in material breach or default of any such Material Contract or, with or without notice or lapse of time or both, would be, in material breach or default of any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary course. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contract.

Contracts. Except as filed as an exhibit to the Filed CDnow SEC Documents or set forth the CDnow Disclosure Letter, there are no Contracts in effect as of the date of this Agreement that are material to the business, properties, assets, condition (afinancial or otherwise) Schedule 3.8(aor results of operations of CDnow and the CDnow Subsidiaries, taken as a whole. Except as set forth in the CDnow Disclosure Letter and except for Contracts entered into after the date of this Agreement not in violation of any other provision of this Agreement, neither CDnow nor any CDnow Subsidiary is party to any: (i) contains a true and complete list of all the following contracts currently in force Contract with any labor union; (ii) employment agreement, or terminated but consulting agreement or other contract for services, pursuant to which an individual performs services comparable to an employee, with annual financial obligations of CDnow or any CDnow Subsidiary in excess of $100,000; (iii) loan agreement or instrument relating to indebtedness for borrowed money; (iv) Contract with any agent, dealer or distributor acting on behalf of CDnow or any CDnow Subsidiary; (v) stand-by letters of credit, guarantees or performance bonds involving amounts in excess of $100,000 in the aggregate; (vi) Contract with any affiliate of CDnow; (vii) Contract that provides for the cash payment, equivalent equity outlay or provision of services (A) in an amount greater than $150,000 per annum or (B) $500,000 over the term of the Contract; (viii) Contract that establishes any form of exclusivity restriction on CDnow or any CDnow Subsidiary, any exclusive or preferred vendor relationship restricting CDnow or any CDnow Subsidiary in any material respect, any covenant not to compete restricting CDnow or any CDnow Subsidiary or any covenant restricting in any material respect the development, marketing or distribution by CDnow or any CDnow Subsidiary of any of the Insurance Companies continues to have liabilities its products, content or receive benefitsservices, in each case excluding Insurance Contractsthat is binding on CDnow or any CDnow Subsidiary for the calendar year 1999 or thereafter; or (ix) Contract (A) in respect of the licensing of any Intellectual Property Rights held by CDnow or any CDnow Subsidiary on an exclusive basis or for a term in excess of one year or involving the cash payment, equivalent equity outlay or provision of services in an amount greater than (I) $100,000 per annum or (II) $500,000 over the term of the agreement, (B) with a "portal", "internet service provider" or "internet search engine" that provides for the cash payment, equivalent equity outlay or provision of services in an amount greater than (i) $100,000 per annum or (ii) $500,000 over the term of the agreement or (C) with any record company or label or affiliate thereof that provides for the cash payment, equivalent equity outlay or provision of services in an amount greater than (I) $100,000 per annum or (II) $500,000 over the term of the Contract. Neither CDnow nor any CDnow Subsidiary is in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Contract to which either of the Insurance Companies it is a party or by which it or any Assets of the Insurance Companies are its properties or assets is bound, as such contracts may have been amended nor, to the date hereof (collectivelyknowledge of CDnow, the “Material Contracts”): (i) all contracts with is any present or former officer, director or trustee of the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans or advances other party to any such Person or any Affiliate Contract in violation of such Person); (ii) all contracts with any Person including, but not limited to, any Governmental Entity, containing any provision or covenant (A) limiting the ability of the Insurance Companies to engage in any line of business, to sell any products or services, to compete with any Person in any geographical area, to do business with any Person or in any location default under such Contract, except for violations or to employ any Person or (B) limiting the ability of any Person to compete with, or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical area; (iii) (A) all contracts relating to the borrowing of money by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000; (iv) all contracts (other than Insurance Contracts) with any person containing any provisions or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to havedefaults that, individually or and in the aggregate, have not had and could not reasonably be expected to have a CDnow Material Adverse Effect; (v) all contracts relating to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than in the ordinary course of business, or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of business; (vi) any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23; (viii) any contract for the provision of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts relating to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on or after January 1, 2000; (xi) all contracts under which either of the Insurance Companies has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of business; (xii) all contracts providing for severance, retention, change of control or other similar payments; and (xiii) all other contracts (other than (i) contracts regarding the purchase or sale of investment assets entered into in the ordinary course of business, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that (A) involve or are reasonably likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business of the Insurance Companies. (b) Each of the Material Contracts constitutes a legal, valid and binding obligation of each Insurance Company to the extent that it is party thereto, and, to the Knowledge of Seller, of each other Person that is a party thereto. Each of the Insurance Companies is not, and to the Knowledge of Seller, no other party to such Material Contract is, in material breach or default of any such Material Contract or, with or without notice or lapse of time or both, would be, in material breach or default of any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary course. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contract.

Contracts. (a) Section 7.18 of the Disclosure Schedule 3.8(a) contains sets forth a true complete and complete accurate list of all the following contracts currently in force or terminated but pursuant "Material Contracts" to which any of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Companies Company is a party or by or to which it or any Assets of its assets or properties is bound or subject. As used in this Agreement, the Insurance Companies are boundterm "Material Contract" means every agreement or understanding of any kind, as such contracts may have been amended written or oral, that is legally enforceable by or against or otherwise binding on the Company and which is material to the date hereof Company's business, and specifically includes without limitation: (collectively, the “Material Contracts”): (ia) all contracts agreements with any present current or former officer, director director, employee, consultant, or trustee of the Insurance Companies (includingstockholder, but not limited toor any partnership, employment contracts and contracts evidencing loans corporation, joint venture, or advances to any other entity in which any such Person or any Affiliate of such Person); person has an interest; (iib) all contracts agreements with any Person including, but not limited to, labor union or association representing any Governmental Entity, containing any employee; (c) agreements for the provision or covenant (A) limiting the ability of the Insurance Companies to engage in any line of business, to sell any products or services, to compete with any Person in any geographical area, to do business with any Person or in any location or to employ any Person or (B) limiting the ability of any Person to compete with, or obtain or provide products or services from by or to the Insurance Companies Company; (d) bonds or other security agreements provided by any party in any line connection with the business of business the Company; (e) agreements for the purchase or in any geographical area; (iii) (A) all contracts relating to the borrowing of money by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) acquisition or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money sale or other financial obligation disposition of any Person assets or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and properties (B) any contract involving the deferred purchase price of property in excess of $10,000; (iv) all contracts (other than Insurance Contracts) with any person containing any provisions or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) all contracts relating to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than in the ordinary course of business), or for the grant to any person of any preferential rights to purchase any such assets or use any Assets properties; (f) joint venture agreements relating to the assets, properties, or business of the Insurance Companies other thanCompany or by or to which it or any of its assets or properties is bound or subject; (g) agreements under which the Company agrees to indemnify any party, in the case to share tax liability of each of the foregoingany party, or to refrain from competing with any party; (h) agreements with regard to Indebtedness, including, without limitation, any contracts indenture or other agreements in connection with issuances of bonds, debentures or other debt securities by the Company and any agreements in connection with bank financings by the Company; (i) any agreement, contract, commitment, transaction or series of transaction for the sale of investment assets any purpose other than in the ordinary course of business; the Company's business relating to capital expenditures or commitments or long-term obligations; (vij) any partnership, joint venture, joint marketing, strategic alliance purchase order or similar contracts; (vii) any form of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23; (viii) any contract for the provision purchase of raw materials; (k) any administrative services distribution, joint marketing or development agreement; (l) any assignment, license or other agreement with respect to any Insurance Contract, including form of intangible property; (m) any such contracts research collaboration agreement; (n) any agreements relating to venture capital and other equity financings by the Company; (o) any stockholder agreements or other agreements with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority any of the Insurance Companies; (x) all contracts relating Stockholders pertaining to the acquisition shares of Company Stock held by them or their rights as stockholders of the Insurance Companies Company; and (p) any voting trust or voting agreements among the Stockholders. All of any operating business or the capital stock contracts listed in Section 7.18 of the Disclosure Schedule are in full force and effect, and neither the Company, nor to the best of the Company's knowledge, any other Person entered into on or after January 1, 2000; (xi) all contracts under which either of the Insurance Companies has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of business; (xii) all contracts providing for severance, retention, change of control or other similar payments; and (xiii) all other contracts (other than (i) contracts regarding the purchase or sale of investment assets entered into in the ordinary course of business, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that (A) involve or are reasonably likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business of the Insurance Companies. (b) Each of the Material Contracts constitutes a legal, valid and binding obligation of each Insurance Company to the extent that it is party thereto, and, to the Knowledge is in default under or material breach of Seller, of each other Person that is a party thereto. Each any of the Insurance Companies is notmaterial terms thereof, and to the Knowledge of Seller, no other party to such Material Contract is, in material breach nor does any event or default of any such Material Contract or, with or without condition exist that after notice or lapse of time or both, would be, in both could constitute a default thereunder or material breach thereof on the part of the Company, or default to the best of the Company's knowledge, any other party thereto. No approval or consent of any person that has not already been obtained and listed in Section 7.18 of the Disclosure Schedule is needed in order that the contracts listed in Section 7.18 of the Disclosure Schedule continue in full force and effect following the consummation of the Merger and the other transactions contemplated hereby, and no such Material Contractcontract includes any provision, the effect of which may be to terminate (or give rise to a right of termination under) such contract, to enlarge or accelerate any obligations of the Company thereunder, or to give additional rights to any other person, as a result of the consummation of the Merger or the other transactions contemplated hereby. None of such Material Contracts have been terminated The Company has delivered or threatened in writing made available to be terminatedLeukoSite true, except for those Material Contracts that terminate in the ordinary course. (c) True correct, and complete copies of each of the all such Material Contracts, including all amendments, modifications, and supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contractthereto.

Contracts. (a) Section 4.14(a) of the Company Disclosure Schedule 3.8(a) contains a true sets forth an accurate and complete list of all the following contracts currently in force or terminated but pursuant each Contract to which the Company or any Company Subsidiary is a party to or bound by which falls within any of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Companies is a party or by which any Assets of the Insurance Companies are bound, as such contracts may have been amended to the date hereof (collectively, the “Material Contracts”):following categories: (i) all contracts with any present or former officer, director or trustee of the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans or advances to any such Person or any Affiliate of such Person); (ii) all contracts with any Person including, but not limited to, any Governmental Entity, containing any provision or covenant Contract that (A) limiting the ability of the Insurance Companies to engage limits or restricts in any line of business, to sell any products or services, to compete with any Person in any geographical area, to do business with any Person or in any location or to employ any Person or (B) limiting the ability of any Person to compete with, or obtain or provide products or services from or material respect to the Insurance Companies Company or any Company Subsidiary from competing or engaging in any line of business or in any geographical geographic area, (B) grants any “most favored nation” status to Persons other than the Company or the Company Subsidiaries or (C) is a minimum purchase or “take or pay” Contract; (ii) any Contract that by its terms limits the payment of dividends or other distributions to stockholders by the Company or any Company Subsidiary; (iii) (A) all contracts any Contract relating to the borrowing of money by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other any financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property guaranty in excess of $10,0002,500,000 individually; (iv) all contracts (other than Insurance Contracts) with any person containing Contract that contains a put, call or similar right pursuant to which the Company or any provisions or covenant relating to of the indemnification or holding harmless by the Insurance Companies which have had or reasonably Company Subsidiaries could be expected required to havepurchase or sell, individually as applicable, any Equity Interests of any Person or in the aggregate, assets that have a Material Adverse Effectfair market value or purchase price of more than $2,500,000; (v) all contracts relating any material lease, sublease or other Contract with respect to the future disposition Leased Real Property; (includingvi) any Contract with any customers or licensees of, but not limited or suppliers to, restrictions the Company or any Company Subsidiary which involved payments to or from the Company or any Company Subsidiary in the most recent 12 month period of in excess of $2,500,000; (vii) any Contract containing any standstill or similar provision pursuant to which the Company or any Company Subsidiary would be prohibited from acquiring assets or securities of another Person; (viii) any Contract evidencing a partnership, joint venture or other similar arrangement; (ix) any Contract between or among the Company or any Company Subsidiary, on transfer the one hand, and any directors, executive officers (as such term is defined in the Exchange Act) or rights any beneficial owner of first refusal) 5% or more of any Assets class of capital stock of the Insurance Companies Company (other than in the ordinary course of business, Company) or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each affiliate of the foregoing, any contracts for on the sale of investment assets other hand, other than employment, indemnification, stock option or similar Contracts entered into in the ordinary course of business; (vix) any partnershipContract relating to an acquisition, joint venturedivestiture, joint marketing, strategic alliance merger or similar contracts; (vii) any form of contract transaction that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23; (viii) any contract for the provision of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators continuing indemnification or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts relating to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on or after January 1, 2000contingent payment obligations; (xi) all contracts under any Contract that is a license or other Contract pursuant to which either (A) the Company or any of the Insurance Companies Company Subsidiaries has made advances licensed or loans otherwise granted rights in or to any other of the Company’s Intellectual Property Rights to any Person (other than (1) the Surplus Debentures standard non-disclosure Contracts and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated standard non-exclusive licenses granted in the ordinary course of business), or (B) any Person has licensed or sublicensed to the Company or any of the Company Subsidiaries, or otherwise authorized the Company or any of the Company Subsidiaries to use, any third-party Intellectual Property Rights that are material to the Company (other than non-disclosure Contracts and standard, unmodified, off-the-shelf Software commercially available on standard terms from third-party vendors (e.g., Microsoft Windows)); (xii) all contracts providing for severance, retention, change any “material contract” (as such term is defined in Item 601(b)(10) of control or other similar paymentsRegulation S-K of the SEC); and (xiii) all any other contracts (Contract which by its terms would prohibit the consummation of the Offer, the Merger or any other than transaction contemplated by this Agreement. Each Contract of the type described in this Section 4.14(a) is referred to herein as a “Company Material Contract.” Accurate and complete copies of each Company Material Contract have been made available by the Company to Parent, or publicly filed with the SEC, in each case prior to the date of this Agreement. (i) contracts regarding the purchase or sale of investment assets entered into in the ordinary course of business, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that (A) involve or are reasonably likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business of the Insurance Companies. (b) Each of the Company Material Contracts constitutes Contract is a legal, valid and binding obligation of each Insurance the Company to or the extent that it is party thereto, Company Subsidiaries and, to the Knowledge knowledge of Sellerthe Company, of each the other Person party or parties thereto, in accordance with its terms, and is in full force and effect except that is a party thereto. Each (x) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (y) the remedy of the Insurance Companies is not, specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Knowledge discretion of Sellerthe court before which any Proceeding therefor may be brought; (ii) the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it under each Company Material Contract and, no to the knowledge of the Company, each other party to such each Company Material Contract is, has in all material breach respects performed all obligations required to be performed by it under such Company Material Contract; and (iii) none of the Company or default any Company Subsidiary has received written notice of any such Material Contract ormaterial violation or material default under (nor, with or without notice or lapse to the knowledge of the Company, does there exist any condition which upon the passage of time or both, the giving of notice or both would be, in cause such a material breach violation of or material default of under) any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary course. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Company Material Contract.

Contracts. (a) Section 3.11(a) of the Iris Disclosure Schedule 3.8(a) contains a true and complete list of all lists the following contracts currently Iris Contracts in force effect as of the date of this Agreement (other than any Iris Benefit Plan) under which Iris or terminated but pursuant to which any of the Insurance Companies continues to have liabilities its Subsidiaries has any remaining material rights or receive benefitsobligations (each, in each case excluding Insurance Contracts, to which either of the Insurance Companies is a party or by which any Assets of the Insurance Companies are bound, as such contracts may have been amended to the date hereof (collectively, the “Iris Material ContractsContract”): (i) all contracts with any present or former officer, director or trustee a material contract as defined in Item 601(b)(10) of Regulation S-K as promulgated under the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans or advances to any such Person or any Affiliate of such Person)Securities Act; (ii) all contracts with any Person includingeach Contract that is material to the business or operations of Iris and its Subsidiaries, but not limited to, any Governmental Entitytaken as a whole, containing any provision or covenant (A) any covenant limiting the ability freedom of the Insurance Companies Iris or any of its Subsidiaries to engage in any line of businessbusiness or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to sell any products or servicesterritory, to compete with (C) any Person in any geographical area, to do business with any Person or in any location or to employ any Person exclusivity provision or (BD) limiting the ability any agreement to purchase minimum quantity of any Person to compete with, goods or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical areaservices; (iii) (A) all contracts each Contract relating to capital expenditures and requiring payments after the borrowing date of money by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property this Agreement in excess of $10,000100,000 pursuant to its express terms and not cancelable without penalty; (iv) all contracts (other than Insurance Contracts) with any person containing any provisions or covenant each Contract relating to the indemnification disposition or holding harmless by the Insurance Companies which have had acquisition of material assets or reasonably could be expected to have, individually or any ownership interest in the aggregate, a Material Adverse Effectany entity; (v) all contracts relating to each Contract providing for the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) creation of any Assets of the Insurance Companies mortgages, indentures, loans, notes or credit agreements, security agreements or other than in the ordinary course of business, agreements or instruments providing for the grant creation of material Indebtedness of Iris or any of its Subsidiaries or creating any material Liens with respect to any person material assets of Iris or any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of businessits Subsidiaries; (vi) each Contract requiring payment by or to Iris or any partnershipof its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Iris or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, joint marketingcooperation, strategic alliance development or similar contractsother agreement currently in force under which Iris or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Iris or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Iris or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Iris or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Iris or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) any form of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23each Iris Real Estate Lease; (viii) each Contract with any contract for Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the provision Ordinary Course of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agentsBusiness; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companieseach Iris Out-bound License and Iris In-bound License; (x) all contracts relating each Contract that is material to the acquisition by the Insurance Companies of any operating business or operations of Iris and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the capital stock revenues or profits of Iris or any other Person entered into on or after January 1, 2000of its Subsidiaries; (xi) all contracts each Contract that is not terminable at will with no more than 60 days’ prior notice (with no penalty or payment) by Iris or its Subsidiaries, as applicable, and which involves payment or receipt by Iris or its Subsidiaries after the date of this Agreement under which either any such Contract of the Insurance Companies has made advances or loans to any other Person other more than (1) the Surplus Debentures and intercompany obligations created $100,000 in the ordinary course aggregate, or obligations after the date of business and (2) mortgage loans generated this Agreement in excess of $100,000 in the ordinary course of businessaggregate; (xii) all contracts providing for severance, retention, change of control each collective bargaining agreement or other similar paymentsContract with any labor organization, union, group or association covering employees of Iris; andor (xiii) all other contracts (other than (i) contracts regarding the purchase or sale of investment assets entered into in the ordinary course of business, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that each Contract (A) involve for the employment or are reasonably likely to involve the payment pursuant to the terms engagement of any employee, consultant or independent contractor providing such contracts by Person with annual compensation or to the Insurance Companies fees in excess of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without 250,000, (B) providing for the payment of any penalty bycash or other compensation or benefits upon the consummation of the Merger, (C) restricting Iris’s ability to terminate the employment or services of any other material adverse consequence toemployee, the Insurance Companiesconsultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (BD) are otherwise material to providing for severance or similar termination payments, retention or change in control payments, or for the business acceleration of the Insurance Companiesvesting or grant of any incentive equity or similar compensation. (b) Each Iris has made available to Meadow accurate and complete copies of all Iris Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under an Iris Material Contract in the Ordinary Course of Business. There are no Iris Material Contracts that are not in written form. As of the date of this Agreement, none of Iris, any of its Subsidiaries or, to Iris’s Knowledge, any other party to an Iris Material Contracts constitutes Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Iris Material Contract in such manner as would permit any other party to cancel or terminate any such Iris Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Iris and its Subsidiaries, taken as a legalwhole. As to Iris and its Subsidiaries, valid as of the date of this Agreement, each Iris Material Contract is valid, binding, enforceable and binding obligation of each Insurance Company in full force and effect, subject to the extent that it is party theretoBankruptcy and Equity Exception. Between the date of the Iris Balance Sheet and the date hereof, andno counterparty to an Iris Material Contract has notified Iris in writing (or, to the Knowledge of SellerIris, of each other Person otherwise) that is a party thereto. Each of the Insurance Companies is not, and it intends to the Knowledge of Seller, no other party to such Material Contract is, in material breach terminate or default of any such Material Contract or, with or without notice or lapse of time or both, would be, in material breach or default of any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary course. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such renew an Iris Material Contract.

Contracts. (a) Part 2.13 of the Target Disclosure Schedule 3.8(a) contains sets forth a true and complete list of all of the following contracts currently in force or terminated but pursuant Contracts ("Material Contracts") to which any of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Companies Target Company is a party or by or to which any Assets of the Insurance Companies are bound, as such contracts their properties or assets may have been amended to the date hereof (collectively, the “Material Contracts”):be bound or subject: (i) all contracts with Contracts which call for payments by any present Target Company of more than $25,000 or former officerwhich cannot be canceled without liability, director premium or trustee of the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans or advances to any such Person or any Affiliate of such Person)penalty; (ii) all contracts Contracts pursuant to the terms of which there is either a current or future right of any Target Company receive payments in excess of $25,000; (iii) Contracts relating to the borrowing of money; (iv) Contracts with any current or former officer or director that are in effect as of the date hereof, or with any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder of the Company or with any Affiliate of any of the foregoing Persons; (v) Contracts with any Person includingto sell, but not limited to, distribute or otherwise market any Governmental Entity, containing Target Company's products or services; (vi) Contracts for the sale of any provision services or covenant properties other than in the Ordinary Course of Business or for the grant to any Person of any option or preferential rights to purchase any properties; (Avii) limiting partnership or joint venture agreements; (viii) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection with the ability sale of the Insurance Companies Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to engage the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software); (ix) Contracts containing covenants of any Target Company not to compete in any line of business, to sell any products business or services, to compete with any Person in any geographical area, area or covenants of any other Person not to do business compete with any Person or in any location or to employ any Person or (B) limiting the ability of any Person to compete with, or obtain or provide products or services from or to the Insurance Companies Target Company in any line of business or in any geographical area; (iiix) (A) all contracts relating to the borrowing of money by the Insurance Companies (other than any the Surplus Debentures and intercompany Contracts containing obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies liabilities of any obligation kind to holders of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000; (iv) all contracts (other than Insurance Contracts) with any person containing any provisions or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) all contracts relating to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than in the ordinary course of business, or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of business; (vi) any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23; (viii) any contract for the provision of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts relating to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or after January 1, 2000state securities laws); (xi) all contracts under which either any other Contract that is material to the properties, assets, business, results of operations or condition (financial or otherwise) of the Insurance Companies has made advances Company or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of business;Subsidiary, taken as a whole; and (xii) Contracts relating to the settlement of any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all contracts providing for severance, retention, change material Contracts currently in negotiation or proposed by any Target Company of control or other similar payments; and (xiii) all other contracts (other than (i) contracts regarding the purchase or sale of investment assets a type which if entered into in the ordinary course of business, (ii) contracts otherwise by such Target Company would be required to be set forth listed on Part 2.13 of the Target Disclosure Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under on any other subsection of this Section 3.8) that Schedule (A) involve or are reasonably likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business of the Insurance Companies"Proposed Material Contracts"). (b) Each The Target Companies have delivered to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13 of the Material Contracts constitutes a legalTarget Disclosure Schedule, valid and binding obligation of each Insurance Company to the extent that it is party thereto, and, to the Knowledge of Seller, of each other Person that is a party including all amendments thereto. Each Target Contract is valid and in full force and effect. (c) Except as set forth in Part 2.13 of the Insurance Companies is notTarget Disclosure Schedule: (i) no Target Company has violated or breached, or declared or committed any default under, any Target Contract; (ii) no event has occurred, and to the Knowledge of Sellerno circumstance or condition exists, no other party to such Material Contract is, in material breach or default of any such Material Contract or, that might (with or without notice or lapse of time time) (A) result in a violation or bothbreach by any Target Company of any of the provisions of any Target Contract, would be(B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, in material (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default of under, any such Material Target Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary course; and (iv) no Target Company has waived any right under any Target Contract. (cd) True and complete copies of each Except as set forth in Part 2.13 of the Material ContractsTarget Disclosure Schedule, including to the best of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all amendmentsof such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, supplements no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and modifications no Target Company has ever pledged any of its assets to each Material Contractsecure, have been provided to Buyer. In the case performance or payment of any Material obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract which is not written, Seller has provided to Buyer a written description or any other term or provision of such Material any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (a) Set forth in Section 4.10 of the Company Disclosure Schedule 3.8(a) contains is a true and complete list of all the following contracts currently in force or terminated but pursuant Contracts to which the Company or any of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Companies Company Subsidiary is a party or by which the Company or any Assets of the Insurance Companies are Company Subsidiary is bound, as such contracts may have been amended to the date hereof (collectively, the “Material Contracts”):: (i) all contracts with any present or former officerwhich, director or trustee as of the Insurance Companies date hereof, is a “material contract” (including, but not limited to, employment contracts and contracts evidencing loans or advances to any as such Person or any Affiliate term is defined in Item 601(b)(10) of such PersonRegulation S-K promulgated by the SEC); (ii) all contracts with respect to (i) any Person includingjoint venture or partnership arrangements that are material to the Company and the Company Subsidiaries, but not limited totaken as a whole, or (ii) the purchase of any Governmental Entity, containing any provision or covenant (A) limiting the ability of the Insurance Companies to engage Equity Interest in any line of business, to sell any products or services, to compete with any Person in any geographical area, to do business with any Person or in any location or to employ any Person or (B) limiting the ability of any Person to compete with, or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical areaother entity; (iii) (A) all contracts relating pursuant to the borrowing of money by the Insurance Companies (other than which any the Surplus Debentures and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money of the Company or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property Company Subsidiary in an aggregate principal amount in excess of $10,0001,000,000 is outstanding or may be incurred, other than any Contract between or among the Company and/or wholly-owned Company Subsidiaries; (iv) all contracts (other than Insurance Contracts) with any person containing any provisions or covenant relating to the indemnification or holding harmless a guarantee by the Insurance Companies which have had Company or reasonably could be expected to have, individually or any Company Subsidiary of indebtedness of any Third Party in the aggregate, a Material Adverse Effectexcess of $1,000,000; (v) all contracts relating to any pending acquisition or disposition by the future disposition (including, but not limited to, restrictions on transfer Company or rights of first refusal) of any Assets of the Insurance Companies other than in the ordinary course Company Subsidiaries of businessproperties or assets, or except for the grant to any person acquisitions and dispositions of any preferential rights to purchase or use any Assets of the Insurance Companies other thanproperties, in the case of each of the foregoing, any contracts for the sale of investment assets and inventory in the ordinary course of business; (vi) which contains covenants limiting the ability of the Company or any partnershipCompany Subsidiary to engage in any of its principal lines of business, joint ventureor to compete with any Person or operate at any geographic location with respect to any of its principal lines of business, joint marketing, strategic alliance or similar contractsexcept for any Real Property Leases; (vii) providing any form long-term discount commitments by the Company or any Company Subsidiary in excess of contract that any 30% off of the Insurance Companies has entered into with a ProducerCompany’s or any Company Subsidiary’s customary body shop pricing, provided other than those Contracts that all contracts entered into with Producers are materially comparable to terminable by the forms of Producer contracts set forth Company or any Company Subsidiary on Schedule 3.23no more than sixty (60) days notice without liability or financial obligation; (viii) any employment or consulting agreement, contract for or commitment with any officer or director level employee or member of the provision Company’s board of directors or any administrative services with respect to any Insurance Contractother employee who is one of the twenty (20) most highly compensated employees, including base salary and bonuses, other than those Contracts that are terminable by the Company or any such contracts with third party administrators Company Subsidiary on no more than sixty (60) days notice without liability or managing general agents;financial obligation or benefits generally available to employees of the Company; or (ix) all outstanding powers any Contract for capital expenditures in excess of attorney $500,000 individually or similar delegations of authority $3,000,000 in the aggregate. Each Contract of the Insurance Companies; (x) all contracts relating to the acquisition by the Insurance Companies of type described in this Section 4.10.1(excluding any operating business or the capital stock of any other Person entered into on or after January 1Real Property Leases, 2000; (xi) all contracts under which either of the Insurance Companies has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of business; (xii) all contracts providing for severance, retention, change of control or other similar payments; and (xiii) all other contracts (other than (i) contracts regarding the purchase or sale of investment assets entered into in the ordinary course of business, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this addressed exclusively in Section 3.84.16) that (A) involve or are reasonably likely is referred to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business of the Insurance Companies. (b) Each of the Material Contracts constitutes herein as a legal, valid and binding obligation of each Insurance “Company to the extent that it is party thereto, and, to the Knowledge of Seller, of each other Person that is a party thereto. Each of the Insurance Companies is not, and to the Knowledge of Seller, no other party to such Material Contract is, in material breach or default of any such Material Contract or, with or without notice or lapse of time or both, would be, in material breach or default of any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary course. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contract.”

Contracts. (a) Schedule 3.8(a) contains a true and complete list 4.14 sets forth all of all the following contracts currently in force or terminated but pursuant Contracts to which the Company or any of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Companies its Subsidiaries is a party or by which any Assets of the Insurance Companies are bound, as such contracts may have been amended to the date hereof it is bound (collectively, the “Material "Contracts”"): (ia) all contracts any contract with the Seller, any present Affiliate, or any current or former officer, director director, agent or trustee employee of the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans or advances to any such Person Seller or any Affiliate of such Person)its Subsidiaries; (iib) all contracts any executory contract reasonably expected to extend for a period more than eight months beyond the Closing Date pursuant to which the Company or any of its Subsidiaries is required to purchase or sell a stated portion of its requirements or output from or to another party involving a future annual payment in excess of $100,000; (c) any contract or commitment to sell, lease or otherwise dispose of any asset of the Company or any of its Subsidiaries with a book value in excess of $100,000 or for the grant to any Person including, but not limited to, of any Governmental Entity, containing preferential rights to purchase any provision or covenant (A) limiting the ability assets of the Insurance Companies Company or any of its Subsidiaries, in each case other than in the ordinary course of business consistent with past practice; (d) any joint venture agreement; (e) any contract containing covenants of the Company or any of its Subsidiaries not to engage compete in any line of business, to sell business or in any products geographical area or services, covenants of any other Person not to compete with the Company or any Person in any geographical area, to do business with any Person or in any location or to employ any Person or (B) limiting the ability of any Person to compete with, or obtain or provide products or services from or to the Insurance Companies its Subsidiaries in any line of business or in any geographical area; (iii) (A) all contracts relating to the borrowing of money by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (Bf) any contract involving the deferred purchase price of property in excess of $10,000; (iv) all contracts (other than Insurance Contracts) with any person containing any provisions or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) all contracts relating to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than in the ordinary course of business, or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of business; (vi) any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23; (viii) any contract for the provision of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts relating to the acquisition by the Insurance Companies Company or any of its Subsidiaries of any operating business or the capital stock or assets with a value in excess of any other Person entered into on or after January 1, 2000; $100,000 (xi) all contracts under which either of the Insurance Companies has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course purchases of business and (2) mortgage loans generated inventory in the ordinary course of business) of any other Person; (xiig) all contracts providing for severanceany contract relating to the borrowing of money or to the guarantee in respect of indebtedness of any Person which may involve future payment in excess of $100,000 or is a mortgage, retentionsecurity agreement or other collateral arrangement securing indebtedness of any Person in excess of $100,000 and pursuant to which a Lien is imposed on any property or assets of the Company or any of its Subsidiaries with an aggregate value in excess of $100,000; (h) any contract containing any provision consisting of a swap, change of control hedge or other similar payments; andprovision; (xiiii) all other contracts any executory contract (other than (i) contracts regarding purchase orders for the purchase or sale of investment assets entered into parts in the ordinary course of business) involving future payment or receipt in excess of $100,000 or future performance or receipt of services or delivery or receipt of goods and materials, in each case with an aggregate value in excess of $100,000, including but not limited to sale (conditional or otherwise) and purchase agreements, distributorship agreements and loan agreements, notes, indentures, mortgages, pledge agreements and other financing documents and Government Contracts; (j) any lease relating to the Leased Properties; (k) any contract or option for the purchase or sale of any real property or interest in real property; (i) any employment or consulting contract pursuant to which the Company or any of its Subsidiaries may reasonably be expected to make payment in excess of $75,000 in any twelve month period, (ii) contracts otherwise required any written contract or written arrangement relating to be severance and/or post-termination consulting payments, or (iii) any contract or arrangement relating to the payment of annual commission in excess of $75,000; (m) any Intellectual Property licensing agreement involving the payment of more than $50,000 per year by or to the Company or any of its Subsidiaries; and (n) any contract which involves capital expenditures in excess of $100,000, individually or $200,000 in the aggregate. There have been made available to the Purchaser, its affiliates and their representatives true and complete copies of all of the Contracts. Except as set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 4.14, all of the Contracts are in full force and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that (A) involve or are reasonably likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts effect and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business of the Insurance Companies. (b) Each of the Material Contracts constitutes a legal, valid and binding obligation obligations of each Insurance the Company and its Subsidiaries, enforceable against them in accordance with their terms, subject to the extent that it is party theretoapplicable bankruptcy, andinsolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Except as set forth on Schedule 4.14, neither the Knowledge Company nor any of Seller, of each other Person that is a party thereto. Each of the Insurance Companies is not, and to the Knowledge of Seller, no other party to such Material Contract is, in material breach or default of any such Material Contract orits Subsidiaries, with or without notice or lapse of time time, or both, would beis in default in any respect under any Contracts, in material breach or default of any such Material Contract. None of such Material Contracts have been terminated or threatened in writing nor, to be terminated, except for those Material Contracts that terminate in the ordinary course. (c) True and complete copies of each best knowledge of the Material ContractsSeller, including all amendments, supplements and modifications is any other party to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contractin default thereunder in any respect.

Contracts. (ai) Schedule 3.8(a) contains a Except for Contracts filed as exhibits to the Company SEC Documents, there are no Contracts that were required to be filed as an exhibit to those Company SEC Documents under the Exchange Act and the rules and regulations promulgated thereunder. The Company has delivered or Made Available to the Parent true and complete copies, of: (A) all Contracts of the Company or any of its Subsidiaries made in the Ordinary Course of Business involving payments by or to the Company or its Subsidiaries in excess of $250,000; (B) all Contracts or legally binding commitments of the Company, any of its Subsidiaries or any of its Affiliates that contain a covenant restricting the ability of the Company or any of its Subsidiaries (or which, following the consummation of the Merger, could restrict the ability of the Parent or any of its Subsidiaries) to compete with respect to the development, manufacturing, marketing or distribution of any of the Company’s current products or services and such Contracts are set forth in Section 3.1(i)(i)(B) of the Disclosure Schedule; (C) all Contracts of the Company or any of its Subsidiaries with any Affiliate of the Company (other than any of its Subsidiaries) other than offer letters, employment agreements or consulting agreements providing solely for at will employment or services and containing no right to any pay or benefits after employment or services has terminated, and other than those Contracts that are required to be disclosed pursuant to 3.1(i)(i)(D) below; (D) all employment, consulting, bonus, compensation, severance, or retention agreements or arrangements or similar agreements or arrangements or understandings (whether oral or written) of the Company or any of its Controlled Group Members other than offer letters, employment agreements or consulting agreements providing solely for at will employment and containing no right to severance benefits except as required by applicable law) and a list of all such Contracts is set forth in Section 3.1(i)(i)(D) of the following contracts currently in force Disclosure Schedule; (E) all Contracts of the Company or terminated but any Subsidiary of the Company pursuant to which any third party is authorized to use, copy, market, distribute or in any other manner exploit any Intellectual Property (as defined below) of the Insurance Companies continues to have liabilities Company; (F) all Contracts of the Company or receive benefits, in each case excluding Insurance Contracts, any Subsidiary pursuant to which either the Company or such Subsidiary is granted rights in Intellectual Property (as defined below) of any third person and a list of all such Contracts is set forth in Section 3.1(i)(i)(F) of the Insurance Companies Disclosure Schedule; (G) all Contracts containing “standstill” or similar provisions and a list of all such Contracts is set forth in Section 3.1(i)(i)(G) of the Disclosure Schedule; (H) all material joint venture, partnership or other similar Contracts to which the Company or any of its Subsidiaries is a party or by which any Assets and a list of all such Contracts is set forth in Section 3.1(i)(i)(H) of the Insurance Companies are bound, as such contracts may have been amended to the date hereof (collectively, the “Material Contracts”): (i) all contracts with any present or former officer, director or trustee of the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans or advances to any such Person or any Affiliate of such Person)Disclosure Schedule; (iiI) all contracts with any Person includingloan agreements, but not limited tocredit agreements, any Governmental Entityletters of credit, containing any provision or covenant (A) limiting the ability of the Insurance Companies to engage in any line of businessnotes, to sell any products or servicesdebentures, to compete with any Person in any geographical areabonds, to do business with any Person or in any location or to employ any Person or (B) limiting the ability of any Person to compete withmortgages, or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical area; (iii) (A) all contracts indentures, promissory notes and other Contracts relating to the borrowing of money or extension of credit other than standard invoice terms for payments of invoices in connection with sales of the Company’s products or services (collectively, “Debt Obligations”) pursuant to which any material indebtedness of the Company or any of its Subsidiaries is outstanding or may be incurred and all guarantees of or by the Insurance Companies Company or any of its Subsidiaries of any Debt Obligations of any other Person; and (other than J) all powers of attorney and Contracts and arrangements pursuant to which the Company or any Subsidiary of the Surplus Debentures and intercompany Company has any obligations created or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies respect of any obligation of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or any capital maintenance or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000;agreements or arrangements. (iv) all contracts (other than Insurance Contracts) with any person containing any provisions or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) all contracts relating to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than in the ordinary course of business, or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of business; (vi) any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23; (viii) any contract for the provision of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts relating to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on or after January 1, 2000; (xi) all contracts under which either of the Insurance Companies has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of business; (xii) all contracts providing for severance, retention, change of control or other similar payments; and (xiii) all other contracts (other than (i) contracts regarding the purchase or sale of investment assets entered into in the ordinary course of business, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Each Contract or agreement referenced in Sections 3.8(i3.1(i)(i)(A) through (xiiI) above (notwithstanding any disclosures contained in Sections 3.1(i)(i)(A) through (I) of the Disclosure Schedule) and each Contract or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that (A) involve or are reasonably likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 agreement disclosed in the aggregate during the terms of such contracts Disclosure Schedule is in full force and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or effect (Bexcept for those Contracts that have expired in accordance with their terms) are otherwise material to the business of the Insurance Companies. (b) Each of the Material Contracts and constitutes a legal, valid and binding obligation agreement, enforceable in accordance with its terms (subject to (A) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, moratorium, reorganization, receivership and similar laws relating to or affecting the enforcement of the rights and remedies of creditors generally and (B) principles of equity (regardless of whether considered and applied in a proceeding in equity or at law)), of the Company or each Insurance Subsidiary, as applicable, and the Company or its Subsidiaries, as applicable, have performed all of their material obligations under, and is not in violation or breach of or default under, any such Contract or agreement except for such violation or breach which could not reasonably be expected to have a Material Adverse Effect on the extent that it is party thereto, and, to Company. To the Knowledge of Sellerthe Company, the other parties to any such Contract or agreement have performed all of each other Person that is a party thereto. Each of the Insurance Companies is nottheir obligations under, and to the Knowledge are not in violation or breach of Seller, no other party to such Material Contract is, in material breach or default of under, any such Material Contract or, with or without notice or lapse of time or both, would be, in material breach or default of any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, agreement except for those such violations or breaches which could not reasonably be expected to have a Material Contracts that terminate in Adverse Effect on the ordinary courseCompany. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contract.

Contracts. (a) Except as set forth on Schedule 3.8(a3.22(a) contains a true and complete list of all the following contracts currently in force or terminated but pursuant to which any 3.17(a), as of the Insurance Companies continues to have liabilities or receive benefitsdate hereof, in each case excluding Insurance Contracts, to which either none of the Insurance Companies is a party or by which subject to any Assets of the Insurance Companies are bound, as such contracts may have been amended to the date hereof (collectively, the “Material Contracts”):following: (i) all contracts any Contract, understanding or obligation with respect to severance, termination, retention or change in control, to pay liabilities or fringe benefits, with any present or former officer, director or trustee directors of the Insurance Companies (includingBoard, but not limited toofficers or employees of any of the Companies, employment contracts and contracts evidencing loans or advances to any such Person agreement, understanding or any Affiliate obligation, the assumption of such Person)which has been approved by the Bankruptcy Court or that is a Postpetition Contract; (ii) all contracts any Contract providing for bonuses, pensions, options, deferred compensation, retirement payments, royalty payments, profit sharing or similar payment or benefit with respect to any Person including, but not limited to, present or former Representative of any Governmental Entity, containing any provision or covenant (A) limiting the ability of the Insurance Companies to engage in any line Companies, the assumption of business, to sell any products which has been approved by the Bankruptcy Court or services, to compete with any Person in any geographical area, to do business with any Person or in any location or to employ any Person or (B) limiting the ability of any Person to compete with, or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical areathat is a Postpetition Contract; (iii) (A) all contracts relating to the borrowing of money by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of Contract under which any obligation of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of has created, incurred, assumed or guaranteed indebtedness for borrowed money or that is an outstanding guarantee, letter of comfort, letter of assurance, keepwell, letter of credit, performance bond, surety bond, indemnity agreement or other financial obligations form of any Personassurance or guarantee, including, but not limited to, lines the assumption of credit which has been approved by the Bankruptcy Court or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000that is a Postpetition Contract; (iv) all contracts (other than Insurance Contracts) with any person containing Contract under which any provisions of the Companies is a lessee or covenant relating to lessor of the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse EffectCompanies’ aircraft; (v) all contracts relating any Contracts under which any of the Companies has committed to purchasing or leasing aircraft or aircraft engines; and (vi) any Contract required pursuant to Item 601 of Regulation S K under the future disposition Securities Act to be filed as an exhibit to any SEC Report, which has not been so filed (includingeach of the agreements described in clauses (i) - (vi), but not limited a “Material Contract”). (b) None of the Companies is in material breach or material violation of, or in default under or with respect to, restrictions on transfer or rights of first refusalany Material Contract. (c) of any Assets As of the Insurance date of this Agreement, none of the Companies is a party to or is bound by any non-competition Contract or other Contract the assumption of which has been approved by the Bankruptcy Court or that is a Postpetition Contract that (i) purports to limit in any material respect either the type of business in which the Companies may engage or the manner or locations in which any of them may so engage in any business, or (ii) other than in the ordinary course of business, or for could require the grant to any person disposition of any preferential rights to purchase material assets or use any Assets line of the Insurance Companies other than, in the case business of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of business; (vi) any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that any of the Insurance Companies. (d) A true and complete copy of each Material Contract to which any of the Companies is a party has previously been delivered or made available to the Investor (subject to applicable confidentiality restrictions) and each such contract is a valid and binding agreement of such Company, as the case may be, and is in full force and effect, except to the extent any has previously expired in accordance with its terms. (e) As of the date hereof, since the commencement of the Cases, none of the Companies has entered into with a Producerrejected and failed to replace, provided on terms that all contracts entered into with Producers are materially comparable no less favorable to the forms of Producer contracts set forth on Schedule 3.23; (viii) such Company, any contract for the provision of any administrative services with respect Contract that is necessary to any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts relating to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on or after January 1, 2000; (xi) all contracts under which either of the Insurance Companies has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of business; (xii) all contracts providing for severance, retention, change of control or other similar payments; and (xiii) all other contracts (other than (i) contracts regarding the purchase or sale of investment assets entered into in the ordinary course of business, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that (A) involve or are reasonably likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to conduct the business of the Insurance Companies. (b) Each of Companies in substantially the Material Contracts constitutes a legal, valid same manner as presently conducted and binding obligation of each Insurance Company to the extent that it is party thereto, and, to the Knowledge of Seller, of each other Person that is a party thereto. Each of the Insurance Companies is not, and to the Knowledge of Seller, no other party to such Material Contract is, in material breach or default of any such Material Contract or, with or without notice or lapse of time or both, would be, in material breach or default of any such Material Contract. None of such Material Contracts have been terminated or threatened in writing as proposed to be terminated, except for those Material Contracts that terminate in the ordinary courseconducted. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contract.

Contracts. Section 5.16 of the Company Disclosure Schedule and Section 5.20 of the Company Disclosure Schedule with respect to Company Government Contracts or Company Government Subcontracts list as of the date of this Agreement all written or oral contracts, agreements, guarantees, leases and executory commitments other than Plans (each a “Contract”) to which the Company or any of its subsidiaries is a party and which fall within any of the following categories and which are not disclosed as “material contracts” in the Company SEC Documents: (a) Schedule 3.8(a) contains a true joint venture, partnership and complete list of all the following contracts currently in force or terminated but pursuant to which any of the Insurance Companies continues to have liabilities or receive benefitslike agreements, in each case excluding Insurance Contracts, to which either of the Insurance Companies is a party or by which any Assets of the Insurance Companies are bound, as such contracts may have been amended to the date hereof (collectively, the “Material Contracts”): (i) all contracts with any present or former officer, director or trustee of the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans or advances to any such Person or any Affiliate of such Person); (ii) all contracts with any Person including, but not limited to, any Governmental Entity, containing any provision or covenant (A) limiting the ability of the Insurance Companies to engage in any line of business, to sell any products or services, to compete with any Person in any geographical area, to do business with any Person or in any location or to employ any Person or (B) limiting the ability of any Person to compete with, or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical area; (iii) (A) all contracts relating to the borrowing of money by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000; (iv) all contracts (other than Insurance Contracts) with any person containing any provisions or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to havethose that are, individually or in the aggregate, a Material Adverse Effect; immaterial; (vb) all contracts Contracts containing covenants purporting to limit the freedom of the Company or any of its subsidiaries (or that, following the consummation of the Transactions, would materially restrict the ability of the Surviving Corporation or its affiliates) to compete in any line of business in any geographic area or to hire any individual or group of individuals; (c) any Company Government Contract or Company Government Subcontract (as such terms are defined in Section 5.20), excluding Bids; (d) Contracts which contain minimum purchase conditions in excess of $100,000 or requirements or other terms that restrict or limit the purchasing relationships of the Company or any of its subsidiaries, or any customer, licensee or lessee thereof; (e) Contracts relating to any outstanding commitment for capital expenditures in excess of $250,000; (f) Contracts relating to the future disposition lease or sublease of or sale or purchase of real or personal property involving any annual expense or price in excess of $50,000 and not cancelable by the Company or its subsidiaries (includingwithout premium or penalty) within one month; (g) Contracts with any labor organization or union; (h) any Contract relating to indebtedness for borrowed money (whether incurred, but not limited assumed, guaranteed or secured by any asset) or under which the Company or any of subsidiary of the Company has, directly or indirectly, made a loan, capital contribution to, restrictions on transfer or rights of first refusal) of other investment in, any Assets of the Insurance Companies person (other than in the ordinary course of business, Company or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of business; (vi) any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23; (viii) any contract for the provision of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts relating to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on or after January 1, 2000; (xi) all contracts under which either of the Insurance Companies has made advances or loans to any other Person Company subsidiary and other than (1A) the Surplus Debentures and intercompany obligations created extensions of credit in the ordinary course of business and (2B) mortgage loans generated investments in marketable securities in the ordinary course of business; (xii) all contracts providing for severance, retention, change of control or other similar payments); and (xiii) all other contracts (other than (i) contracts regarding Contracts involving annual revenues to the purchase business of the Company in excess of 2.5% of the Company’s annual revenues; (j) any Contract pursuant to which the Company or sale any of investment assets its subsidiaries is subject to continuing indemnification or “earn-out” obligations involving more than $75,000 per year; (k) Contracts with or for the benefit of any shareholder or affiliate of the Company and/or immediate family member thereof; (l) Contracts involving payments by the Company or its subsidiaries, in the aggregate, of more than $100,000 per year; (m) any Contract that contains restrictions with respect to payment of dividends or any other distribution in respect of the Company Common Stock or any of the equity of the Company subsidiaries; (n) any other Contract involving in excess of $100,000 or that is otherwise material to the Company and or any of its subsidiaries; and (o) Contracts not entered into in the ordinary course of business, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) the Company’s business other contracts which are expressly excluded under any other subsection of this Section 3.8) than those that (A) involve or are reasonably likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business of the Insurance Companies. (b) Each Company or any of its subsidiaries. All such Contracts and all other contracts that are individually material to the business or operations of the Material Contracts constitutes a legalCompany or any of its subsidiaries are valid and binding obligations of the Company or any of its subsidiaries and, to the knowledge of the Company, the valid and binding obligation of each Insurance Company to the extent that it is other party thereto, andexcept such Contracts which if not so valid and binding would not, individually or in the aggregate, have a Material Adverse Effect. None of the Company or any of its subsidiaries nor, to the Knowledge of Seller, of each other Person that is a party thereto. Each knowledge of the Insurance Companies is notCompany, and to the Knowledge of Seller, no any other party to such Material Contract isthereto is in violation of or in default in respect of, in material breach nor has there occurred an event or default of any such Material Contract or, condition which with or without notice or lapse the passage of time or giving of notice (or both) would constitute a default under or permit the termination of, any Contract, except such violations or defaults under or terminations which, individually or in the aggregate, would be, not have a Material Adverse Effect. Set forth in material breach or default of any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary course. (c) True and complete copies of each Section 5.16 of the Material Contracts, including all amendments, supplements Company Disclosure Schedule is the amount of the annual premium currently paid by the Company for its directors’ and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contractofficers’ liability insurance.

Contracts. (a) Except for contracts, commitments, plans, agreements and licenses set forth on Schedule 3.8(a) contains a true and complete list of all the following contracts currently in force or terminated but pursuant to which any of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Companies is a party or by which any Assets of the Insurance Companies are bound, as such contracts may have been amended to the date hereof 4.12 (collectively, the “Material "Contracts”):") (true and complete copies of which have been made available to the Company), Sovereign is not a party to or subject to: (ia) all any plan or contract providing for bonuses, pensions, options, stock (or beneficial interest) purchases (or other securities or phantom equity purchases), deferred compensation, retirement payments, profit sharing, or the like; (b) any employment contract or contract for services which is not terminable at will by Sovereign without liability for any penalty or severance payment (except for regular payments in arrears for services rendered under contracts with any present or former officer, director or trustee of which require payment for services rendered to the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans or advances to any such Person or any Affiliate date of such Persontermination); (iic) all contracts with any Person including, but not limited to, any Governmental Entity, containing any provision contract or covenant (A) limiting agreement for the ability of the Insurance Companies to engage in any line of business, to sell any products or services, to compete with any Person in any geographical area, to do business with any Person or in any location or to employ any Person or (B) limiting the ability purchase of any Person to compete withassets, material or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical area; (iii) (A) all contracts relating to the borrowing of money by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created equipment except purchase orders in the ordinary course of businessbusiness exceeding Two Hundred Fifty Thousand Dollars ($250,000) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000each; (ivd) all any other contracts or agreements creating any obligations of Sovereign of Two Hundred Fifty Thousand Dollars (other than Insurance Contracts$250,000) or more with any person containing any provisions or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) all contracts relating to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than in the ordinary course of business, or for the grant respect to any person of any preferential rights to purchase such contract or use any Assets of the Insurance Companies other thanagreement, in the case of each of the foregoing, any except such contracts for the sale of investment assets or agreements entered into in the ordinary course of business; (vi) any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23; (viiie) any contract for the provision of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts relating to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on or after January 1, 2000; (xi) all contracts under which either of the Insurance Companies has agreement not made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in including, without limitation, any contract for the ordinary course sale of businessall or any material portion of the assets of Sovereign or any contract for the purchase of all or any material portion of the assets of any other entity); (xiif) all contracts providing for severance, retention, change of control any contract or other similar payments; andarrangement with any solicitor or sales agent; (xiiig) all other contracts any contract or arrangement containing covenants limiting the freedom of Sovereign to compete in any line of business or with any person or entity; (other than h) any license agreement (as licensor or licensee); or (i) contracts regarding the purchase or sale of investment assets entered into in the ordinary course of businessany agreement creating any obligations (i) for borrowed money, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) evidenced by bonds, debentures, notes or Schedule 3.23 and similar instruments, (iii) other contracts which are expressly excluded to pay the deferred purchase price of property or services, (iv) under any other subsection leases that would, in accordance with GAAP, appear on the balance sheet of this Section 3.8the lessee as a liability, (v) that secured by a lien, (Avi) involve or are reasonably likely to involve the payment pursuant to the terms in respect of such contracts by or to the Insurance Companies letters of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty bycredit, or any other material adverse consequence tobankers acceptances, the Insurance Companiescontingent or otherwise, or (Bvii) are otherwise material in respect of any guaranty or endorsement or other obligations to be liable for the business debts of the Insurance Companies. (b) another person or entity. Each of the Material Contracts constitutes a legalis valid, valid binding and binding obligation of each Insurance Company to the extent that it is party theretoenforceable against Sovereign, and, to the Knowledge knowledge of Seller, of Sovereign each other Person that is a party thereto. Each of the Insurance Companies is not, in accordance with its terms, and is in full force and effect. Sovereign and the other parties thereto have performed in all material respects all obligations imposed under each contract or agreement and neither Sovereign nor, to the Knowledge knowledge of SellerSovereign, no other any party to such Material Contract is, in material breach or default of any such Material Contract orcontract or agreement is in default and no event has occurred that, with or without the giving of notice or the lapse of time or both, would be, in material breach or default of any such Material Contractconstitute a default. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary course. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which Sovereign is not writtenbound by any agreement, Seller has provided contract or arrangement which could reasonably be expected to Buyer have a written description of such Material ContractAdverse Effect on Sovereign.

Contracts. (ai) Section 3.15(a) of the Photomedex Technology Disclosure Schedule 3.8(a) contains a true and complete sets forth an accurate list of all the following contracts currently in force or terminated but pursuant Contracts to which any of the Insurance Companies continues to have liabilities or receive benefits, Company engaged in each case excluding Insurance Contracts, to which either of the Insurance Companies Company Business is a party Party or by which any Assets the Company is bound that is primarily used in, or otherwise necessary for, the operation of the Insurance Companies are bound, as such contracts may have been amended to the date hereof Company Business (collectively, the “Material Company Business Contracts”): (i) all contracts with any present each Contract (other than purchase orders for Inventory) that involves performance of services or former officer, director delivery of goods or trustee materials by the Company engaged in the Company Business of the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans an amount or advances to any such Person or any Affiliate value in excess of such Person)$25,000; (ii) all contracts each Contract (other than purchase orders for Inventory) that involves performance of services or delivery of goods or materials to the Company engaged in the Company Business of an amount or value in excess of $25,000; (iii) each Lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any personal property (except personal property leases and installment and conditional sales agreements having aggregate payments of less than $50,000); (iv) each Contract in respect of Intellectual Property (other than licenses for shrinkwrap, clickwrap or other similar commercially available off-the-shelf software that has not been modified or customized by a third Party for the Company Business); (v) each collective bargaining agreement and other Contract to or with any Person labor union or other employee representative of a group of employees; (vi) each joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person; (vii) any agreement relating to indebtedness for borrowed money or extensions of credit; (viii) each Contract containing covenants that restrict the business activity of the Company, including, but not limited to, any Governmental Entityexclusivity covenants, containing any provision or covenant (A) limiting limit the ability freedom of the Insurance Companies Company to engage in any line of business, to sell any products business or services, to compete with any Person in any geographical area, to do business with any Person or in any location or to employ any Person or (B) limiting the ability of any Person to compete with, or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical area; (iii) (A) all contracts relating to the borrowing of money by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000; (iv) all contracts (other than Insurance Contracts) with any person containing any provisions or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) all contracts relating to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than in the ordinary course of business, or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of business; (vi) any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23; (viii) any contract for the provision of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers any agreement providing for indemnification by the Company, other than indemnification provided to customers or vendors in the Ordinary Course of attorney or similar delegations of authority of the Insurance CompaniesBusiness; (x) all contracts relating to any employment or consulting Contract with any Business Employee, or any consultant or contractor of the acquisition by the Insurance Companies Company Business, other than at-will arrangements that do not include severance or “change of any operating business or the capital stock of any other Person entered into on or after January 1, 2000;control” provisions; and (xi) all contracts under which either each amendment, supplement, and modification (whether oral or written) in respect of any of the Insurance Companies has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of business;foregoing. (xii) all contracts providing for severance, retention, change of control or other similar payments; and (xiii) all other contracts (other than (i) contracts regarding the purchase or sale of investment assets entered into in the ordinary course of business, (ii) contracts otherwise required to be Except as set forth on Schedule 3.8(ain Section 3.15(b) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 of the Photomedex Technology Disclosure Schedule, as of the date hereof, all of the Company Business Contracts are in full force and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that (A) involve or are reasonably likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts effect and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business of the Insurance Companies. (b) Each of the Material Contracts constitutes a legal, valid and binding obligation of each Insurance Company enforceable in accordance with their terms except to the extent that it such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally, and (ii) is party thereto, and, subject to the Knowledge general principles of Seller, of each other Person that is a party thereto. Each equity. (iii) Except as set forth in Section 3.15(c) of the Insurance Companies Photomedex Technology Disclosure Schedule, as of the date hereof, the Company is not, not in breach in any material respect of or default under (and to the Knowledge of SellerPHMD’s Knowledge, no other party to such Material Contract is, in material breach or default of any such Material Contract or, event has occurred which with or without notice or lapse the passage of time or both, both would be, constitute a breach in any material breach respect of or default of under) any Business Contract nor, to PHMD’s Knowledge, is any other Party to any such Material Contract. None Business Contract in breach in any material respect of or default under such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary course. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Business Contract.

Contracts. (a) Schedule 3.8(a) contains Except for the Company Benefit Plans and Contracts filed as exhibits to any Company Report or set forth in Section 3.15 of the Company Disclosure Letter, as of the date hereof, neither the Company nor any Company Subsidiary is a true party to, and complete list none of all the following contracts currently in force their respective properties or terminated but pursuant to which assets is bound by any of the Insurance Companies continues following categories of Contracts (each such Contract required to have liabilities be filed as an exhibit to any Company Report or receive benefits, listed in each case excluding Insurance Contracts, to which either Section 3.15 of the Insurance Companies is Company Disclosure Letter, a party or by which any Assets of the Insurance Companies are bound, as such contracts may have been amended to the date hereof (collectively, the “Material ContractsCompany Contract”): (i) all contracts with any present or former officer, director or trustee Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Insurance Companies (including, but Securities Act that has not limited to, employment contracts and contracts evidencing loans or advances to any such Person or any Affiliate of such Person)been so filed; (ii) all contracts with any Person including, but not limited to, Contract to which the Company or any Governmental Entity, containing any provision or covenant Company Subsidiary is a party that (A1) limiting restricts the ability of the Insurance Companies Company or any Company Subsidiary to engage in or compete in any line of businessbusiness in any manner that is material to the Company and the Company Subsidiaries, taken as a whole, (2) requires the Company or any Company Subsidiary to sell conduct any products or services, to compete business on a “most favored nations” basis with any Person third party that restricts in any geographical areamaterial respect the business of the Company and the Company Subsidiaries, to do business with taken as a whole, or (3) provides for “exclusivity,” rights of first refusal or offer or any Person similar requirement or right in favor of any third party that restricts in any location or to employ any Person or (B) limiting material respect the ability business of any Person to compete withthe Company and the Company Subsidiaries, or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical areataken as a whole; (iii) any Contract (A1) all contracts relating constituting a credit agreement, loan agreement, indenture or similar agreement for outstanding Indebtedness of the Company or any of the Company Subsidiaries in excess of $25 million, whether secured or unsecured; or (2) that requires the Company or any Company Subsidiary to the borrowing of money by the Insurance Companies make any advance, loan or commitment therefor or provide any credit support or any capital contribution to, or other investment in, any Person (other than the Company) in excess of $25 million; (iv) any (1) material Contract with respect to the Surplus Debentures and intercompany obligations created creation, formation, governance or control of any material partnerships, joint ventures, joint ownership arrangements, strategic alliances or other similar arrangements with third parties or (2) any material Tax Equity Transaction Document; (v) any Contract that (1) relates to the acquisition of assets (other than in the ordinary course of business) or the direct capital stock or indirect guarantee other securities (by the Insurance Companies of any obligation merger, capital contribution or otherwise) of any Person for borrowed money after the date of this Agreement with a total consideration of more than $25 million in the aggregate, (2) relates to the disposition (other than in the ordinary course of business) after the date of this Agreement, directly or indirectly, of assets of the Company or the Company Subsidiaries with a total consideration of more than $25 million in the aggregate or any capital stock or other financial obligation of any Person securities (by merger, capital contribution or other liability otherwise) of the Insurance Companies in respect Company or the Company Subsidiaries or (3) contains a put, call, right of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit first refusal or similar facilities and right pursuant to which the Company or any Company Subsidiary could be required to purchase or sell, as applicable, any of the foregoing; (Bvi) any contract involving Contract with a term exceeding one (1) year after the deferred purchase price date of property this Agreement for future purchases, exchanges or sales of gas, oil or electric energy in excess of $10,00050 million in the aggregate (other than Contracts solely between the Company and any of its wholly owned Subsidiaries or solely among its wholly owned Subsidiaries); (ivvii) all contracts any Contract that otherwise limits or restricts the payment of dividends or distributions in respect of the capital stock or equity interests of the Company or any Company Subsidiary; (viii) any Contract entered into since January 1, 2022 that relates to the settlement (or proposed settlement) of any pending or threatened proceeding (other than Insurance ContractsRegulatory Proceedings), other than any settlement that would reasonably be expected to result in aggregate payments of less than $25 million in cash (net of any amount covered by insurance or indemnification that is reasonably expected to be received by the Company or any Company Subsidiary); or (ix) with any person containing any provisions or covenant relating Contract entered into since January 1, 2022 that relates to the indemnification sale, transfer or holding harmless other disposition of a business or assets by the Insurance Companies Company or any Company Subsidiary pursuant to which the Company or any Company Subsidiary has any continuing indemnification, guarantee, “earnout” or other contingent, deferred or fixed payment obligations that would reasonably be expected to result in aggregate payments in excess of $25 million after the date hereof. (b) Except as would not have had or would not reasonably could be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (v) all contracts relating to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than in the ordinary course of business, or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of business; (vi) any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23; (viii) any contract for the provision of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts relating to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on or after January 1, 2000; (xi) all contracts under which either of the Insurance Companies has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of business; (xii) all contracts providing for severance, retention, change of control or other similar payments; and (xiii) all other contracts (other than (i) contracts regarding the purchase or sale of investment assets entered into in the ordinary course of businesseach Company Contract is a valid, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 binding and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that (A) involve or are reasonably likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business legally enforceable obligation of the Insurance Companies. (b) Each Company or one of the Material Contracts constitutes a legalCompany Subsidiaries, valid and binding obligation of each Insurance Company to as the extent that it is party theretocase may be, and, to the Knowledge of Sellerthe Company, of the other parties thereto, subject in all respects to the Bankruptcy and Equity Exceptions, (ii) each other Person that such Company Contract is a party thereto. Each in full force and effect and (iii) none of the Insurance Companies Company or any Company Subsidiary is not, and to the Knowledge of Seller, no other party to such Material Contract is, in material breach or default of any such Material Contract or, (with or without notice or lapse of time time, or both, would be, ) in material breach or default under any such Company Contract and, to the Knowledge of the Company, no other party to any such Company Contract is (with or without notice or lapse of time, or both) in breach or default thereunder. Neither the Company nor any Company Subsidiary has received written notice of (1) any violation or default under any Company Contract or (2) any termination or threatened termination of any such Material Company Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts violations, defaults or terminations that terminate have not had and would not reasonably be expected to have, individually or in the ordinary course. (c) True aggregate, a Company Material Adverse Effect. The Company has made available to Parent, or have otherwise filed with the SEC, true and complete copies of each Company Contract in all material respects (including, for the avoidance of the Material Contractsdoubt, including all material amendments, supplements and modifications to each Material Contractmodifications, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contractextensions or renewals with respect thereto).

Contracts. (a) Schedule 3.8(aSection 3.15(a) contains of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true true, correct and complete list of all each of the following contracts currently in force or terminated but pursuant Contracts to which any of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Companies Acquired Company is a party or by which any Assets Acquired Company or any of the Insurance Companies are boundits assets or businesses is subject or bound (and any amendments, as such contracts may have been amended to the date hereof (collectively, the “Material Contracts”supplements and modifications thereto): (i) all contracts with any present Contract that is a non-competition Contract or former officerother Contract that (A) purports to limit in any material respect either the type of business in which any Acquired Company (or, director after the Effective Time, any Parent Company) or trustee any of its Affiliates, may engage or the manner or geographic area in which any of them may so engage in any business, (B) would require the disposition of any material assets or line of business of any of the Insurance Acquired Companies (includingor, but not limited toafter the Effective Time, employment contracts and contracts evidencing loans any Parent Company) or advances any of their respective Affiliates as a direct result of the consummation of the Transactions, (C) is a material Contract that grants “most favored nation” or similar status that, following the Effective Time, would apply to Parent or any of its Subsidiaries, including any of the Acquired Companies; (D) contains any “exclusivity”, preferred status or similar provision that prohibits or limits, in any material respect, the right of any of the Acquired Companies (or, after the Effective Time, would prohibit or limit, in any material respect, the right of any Parent Company) to make, sell, market, advertise or distribute any products or services or use, transfer, license, distribute or enforce any of their respective material Company Owned Intellectual Property rights; (E) obligates any of the Acquired Companies to purchase or obtain a minimum or specified amount of any product or service from any Person for more than $2,000,000, in the aggregate; or (F) involves the obligation or potential obligation of any of the Acquired Companies to make any “earn-out” or similar payments to any such Person or any Affiliate of such Person); (ii) all contracts with any Person includingindenture, but not limited toloan or credit agreement, any Governmental Entitysecurity agreement, containing any provision guarantee, note, mortgage, letter of credit, reimbursement agreement or covenant (A) limiting the ability of the Insurance Companies to engage other Contract, in any line of business, such case relating to sell indebtedness or any products or services, to compete with any Person in any geographical area, to do business with any Person or in any location or to employ any Person or (B) limiting the ability other obligation of any Person to compete with, Acquired Company having an outstanding principal amount in excess of $1,000,000 (except for such indebtedness between the Acquired Companies or obtain or provide products or services from or to the Insurance Companies in guaranties by any line Acquired Company of business or in indebtedness of any geographical areaAcquired Company); (iii) (A) all contracts any Contract relating to any joint venture, strategic alliance or partnership material to the borrowing of money by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any PersonAcquired Companies, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000taken as whole; (iv) all contracts any Contract under which any of the Acquired Companies made payments of more than $2,000,000 during the fiscal year ended December 31, 2015 or reasonably expects to make payments of more than $2,000,000 during the fiscal year ending December 31, 2016 and, in either case, (other than Insurance ContractsA) is not terminable by any Acquired Company upon notice of 30 days or less without penalty and (B) excluding agreements made with any person containing any provisions exchange Subsidiary members or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) all contracts relating to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than participants entered into in the ordinary course of business, the form of which is publicly available; (v) any Contract under which any of the Acquired Companies received payments of more than $500,000 during the fiscal year ended December 31, 2015 or reasonably expects to receive payments of more than $500,000 during the fiscal year ending December 31, 2016 and, in either case, excluding agreements made with any exchange Subsidiary members or participants entered into in the ordinary course of business, the form of which is publicly available; (vi) any Contract that provides for any standstill pursuant to which any Acquired Company has agreed not to acquire assets or securities of another Person; (vii) any (A) employment Contract that (x) provides for an annual base salary in excess of $250,000 or (y) is not terminable without cause by any of the grant Acquired Companies by notice of not more than sixty (60) days or without any termination payment or penalty or (B) any severance, retention, change in control or similar Contract; (viii) any Contract that grants any rights of first refusal, rights of first offer, rights of first negotiation or other similar rights to any person Person with respect to any material asset of the Acquired Companies, taken as a whole; (ix) any Contract that relates to the acquisition or disposition of any preferential rights business, capital stock or assets (whether by merger, sale of stock, sale of assets or otherwise) for aggregate consideration in excess of $1,000,000, under which any of the Acquired Companies has any outstanding contingent or other obligations, other than a Contract to purchase goods or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets services in the ordinary course of business; (vix) any partnership, joint venture, joint marketing, strategic alliance Contract that is a settlement or similar contracts; (vii) Contract with any form of contract that Governmental Entity or any other Person to which any of the Insurance Companies has entered into Acquired Companies, or any of its assets or properties, is subject with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23; (viii) any contract for the provision material ongoing obligations of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Acquired Companies; (x) all contracts relating to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on or after January 1, 2000taken as a whole; (xi) all contracts under which either any Contract with a federal Governmental Entity or any Contract that constitutes a subcontract executed with a prime contractor pursuant to any Contract with a federal Governmental Entity, in each case, that incorporates Federal Acquisition Regulation clauses as a term or condition of such Contract and entails material ongoing obligations of any of the Insurance Companies has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of businessAcquired Companies, taken as a whole; (xii) all contracts providing for severanceany Contract purporting to indemnify or hold harmless any director, retentionofficer or employee of any of the Acquired Companies (other than the Company Charter, change the Company Bylaws and the organizational documents of control the Company’s Subsidiaries); (xiii) any Contract that is required to be disclosed by the Company pursuant to Item 404 of Regulation S-K under the Securities Act; (xiv) any lease, sublease, waiver, side letter, guaranty or other similar paymentsContract relating to any real property which any Acquired Company uses or occupies or has the right to use or occupy, now or in the future with annual rental payments in excess of $500,000 (collectively, the “Company Real Property Leases”); (xv) any disaster recovery or data center Contract; (xvi) any Contract entered into prior to the date hereof that is required to be filed by the Company in a future report to be filed or furnished to the SEC as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act, excluding those compensatory plans described in Item 601(b)(10)(iii) of Regulation S-K under the Securities Act, that has not been filed as an exhibit to or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement; and (xiiixvii) all other contracts any Contract (other than those described in the foregoing clauses (i) contracts regarding the purchase or sale of investment assets entered into in the ordinary course of business, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8xvi)) that (A) involve or are reasonably likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise is material to the business of the Insurance Acquired Companies, taken as a whole. Each Contract entered into prior to the date hereof that is required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act, excluding those compensatory plans described in Item 601(b)(10)(iii) of Regulation S-K under the Securities Act, and each Contract required to be listed in Section 3.15(a) or Section 3.18(b) of the Company Disclosure Letter, a “Company Material Contract.” (b) Each True, correct and complete copies (subject to apparent redactions) of the all Company Material Contracts constitutes a legal, have been made available to Parent in accordance with all applicable Laws. Each Company Material Contract is valid and binding obligation of on each Insurance Acquired Company to the extent that it is party thereto, thereto and, to the Knowledge knowledge of Sellerthe Company, of each other Person that is a party thereto. Each of the Insurance Companies is not, and is in full force and effect, except in each case for such failures to be valid and binding or to be in full force and effect that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Company has not terminated, waived, amended, released or modified in any respect any provision of any standstill or similar agreement with respect to the Knowledge of SellerCompany to which it is currently or has, within the 12 months immediately preceding the date hereof, been a party. Except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, there is no other party to such Material Contract is, in material breach or default of under any such Company Material Contract by any of the Acquired Companies party thereto or, to the knowledge of the Company, any other party thereto, and no event has occurred that with or without notice or the lapse of time or both, the giving of notice or both would be, in material constitute a breach or default of thereunder by any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary course. (c) True and complete copies of each of the Material ContractsAcquired Companies party thereto or, including all amendmentsto the knowledge of the Company, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contractother party thereto.

Contracts. (a) Schedule 3.8(aSECTION 2.16(a) OF THE DISCLOSURE SCHEDULE (with paragraph references corresponding to those set forth below) contains a true and complete list of all each of the following contracts currently in force Contracts or terminated but pursuant other arrangements (true and complete copies or, if none, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been delivered to Purchaser prior to the execution of this Agreement) to which any of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Companies Seller is a party or by which any Assets of the Insurance Companies are Assets is bound: (A) all Contracts (excluding Benefit Plans) providing for a commitment of employment or consultation services for a specified or unspecified term to, as such contracts may have been amended or otherwise relating to employment or the date hereof (collectivelytermination of employment of, any Employee, the “Material Contracts”): name, position and rate of compensation of each Employee party to such a Contract and the expiration date of each such Contract; and (iB) all contracts any written or unwritten representations, commitments, promises, communications or courses of conduct (excluding Benefit Plans and any such Contracts referred to in clause (A)) involving an obligation of Seller to make payments in any year, other than with any present respect to salary or former officerincentive compensation payments in the ordinary course of business, director or trustee of the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans or advances to any such Person Employee exceeding $25,000 or any Affiliate group of such Person)Employees exceeding $100,000 in the aggregate; (ii) all contracts Contracts with any Person including, but not limited to, any Governmental Entity, containing any provision or covenant (A) prohibiting or limiting the ability of the Insurance Companies Seller to engage in any line of business, to sell any products business activity or services, to compete with any Person in any geographical areaconnection with the Business or , to do business with any Person except as provided in SECTION 4.11, prohibiting or in any location or to employ any Person or (B) limiting the ability of any Person to compete with, or obtain or provide products or services from or to with Seller in connection with the Insurance Companies in any line of business or in any geographical areaBusiness; (iii) (A) all contracts relating to the borrowing of money by the Insurance Companies (partnership, joint venture, shareholders' or other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of any obligation of similar Contracts with any Person for borrowed money or other financial obligation of any Person or other liability of in connection with the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000Business; (iv) all contracts (other than Insurance Contracts) Contracts with any person containing any provisions distributors, dealers, manufacturer's representatives, sales agencies or covenant relating to franchises with whom Seller or Los Pueblos deals in connection with the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse EffectBusiness; (v) all contracts Contracts relating to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) acquisition of any Assets of the Insurance Companies Assets, other than in the ordinary course dispositions or acquisitions of business, or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of business; (vi) any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23; (viii) any contract for the provision of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts relating to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on or after January 1, 2000; (xi) all contracts under which either of the Insurance Companies has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created Inventory in the ordinary course of business and (2) mortgage loans generated in the ordinary course of businessconsistent with past practice; (xiivi) all contracts providing for severance, retention, change of control collective bargaining or other similar paymentslabor Contracts covering any Employee; and (xiiivii) all other contracts Contracts (other than (i) contracts regarding Benefit Plans, the purchase or sale of investment assets entered into Real Property Leases and insurance policies listed in the ordinary course of business, (ii) contracts otherwise required to be set forth on Schedule 3.8(aSECTION 2.18 OF THE DISCLOSURE SCHEDULE) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) the Business that (A) involve or are reasonably likely to involve the payment or potential payment, pursuant to the terms of any such contracts Contract, by or to the Insurance Companies Seller of $10,000 or more within any 12 month period or than $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business of the Insurance Companies. (b) Each of the Material Contracts constitutes a legal, valid and binding obligation of each Insurance Company to the extent that it is party thereto, annually and, to the Knowledge of Seller, of each other Person that is a party thereto. Each of the Insurance Companies is not, and to the Knowledge of Seller, no other party to such Material Contract is, in material breach or default of any such Material Contract or, with or without notice or lapse of time or both, would be, in material breach or default of any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary course. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contract.

Contracts. (a) Except for this Agreement, each Company Benefit Plan and the contracts filed as exhibits to the Company SEC Reports, Schedule 3.8(a3.18(a) contains sets forth a true and complete list of all Material Contracts as of the date of this Agreement. For purposes of this Agreement, “Material Contract” means the following contracts that are currently in force or terminated but pursuant effect and to which the Company or any of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Companies its Subsidiaries is a party or by which any Assets of the Insurance Companies are bound, as such contracts may have been amended to the date hereof Company or its Subsidiaries is bound (collectively, the “Material Contracts”other than Company Leases): (i) all contracts any material partnership, joint venture, limited liability company or other similar Contract (including any Contract providing for joint research, development or marketing, and excluding, for avoidance of doubt, reseller agreements and other commercial agreements that do not involve the formation of an entity with any present or former officer, director or trustee of the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans or advances to any such Person or any Affiliate of such third Person); (ii) all contracts with any Person includingContract that is material to the Company and its Subsidiaries, but not limited to, any Governmental Entity, containing any provision or covenant taken as a whole (A) limiting that restricts the ability Company, its Subsidiaries or any of the Insurance Companies to engage in any line of business, to sell any products or services, to compete with any Person in any geographical area, to do business with any Person or in any location or to employ any Person or (B) limiting the ability of any Person to compete with, or obtain or provide products or services their Affiliates from or to the Insurance Companies engaging in any line of business or obligates the Company or any of its Subsidiaries not to compete with another Person in any geographical area; line of business or geographic territory, (iiiB) that contains exclusivity obligations or exclusivity restrictions binding on the Company or any of its Subsidiaries or that by its express terms would be binding on Parent or its Affiliates (Aincluding the Surviving Corporation) all after the Effective Time, in the case of this clause (B), other than customary restrictions included in the Company’s contracts relating with customers or vendors in the ordinary course of business or (C) that involves minimum requirements or contains any “most favored nation” provision or grants to any Person a right of first refusal or first offer or an option to purchase, acquire, sell or dispose of any property or assets of the borrowing Company or any of money by the Insurance Companies its Subsidiaries (other than any the Surplus Debentures and intercompany obligations created inventory in the ordinary course of business); (iii) any settlement, consent order or similar Contract relating to the direct or indirect guarantee by the Insurance Companies resolution of any obligation Action pursuant to which the Company or any of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial its Subsidiaries have material obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000outstanding; (iv) all contracts (other than Insurance Contracts) any contract that is material to the Company and its Subsidiaries, taken as a whole, with any person containing any provisions or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse EffectGovernmental Entity; (v) all contracts relating any Contract currently in effect and would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act (other than those arrangements described in Item 601(b)(10)(iii) of Regulation S-K) with respect to the future disposition Company and its Subsidiaries, taken as a whole, which, to date, has not yet been so reported and that is not required to be disclosed in the Disclosure Schedules under this Section 3.18(a); (includingvi) any Contract that relates to Indebtedness having an outstanding principal amount in excess of $10,000,000 individually or $50,000,000 in the aggregate, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than in (a) any Indebtedness between the ordinary course of business, Company and its Subsidiaries or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets (b) accounts receivables and payables in the ordinary course of business; (vivii) since January 1, 2017, any Contract that involves the acquisition from another Person or disposition to another Person, directly or indirectly (by merger, license, asset purchase or otherwise), of (a) any partnershipbusiness, joint venturebusiness line, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that any division of the Insurance Companies has entered into with a ProducerCompany or another Person after the date hereof other than in the ordinary course of business or (b) capital stock or other equity interests of another Person, provided that all contracts entered into with Producers are materially comparable to the forms in each case, for aggregate consideration under such Contract (or series of Producer contracts set forth on Schedule 3.23related Contracts) in excess of $25,000,000; (viii) any contract revenue-generating Contract with any of the twenty (20) largest customers of the Company and its Subsidiaries, determined on the basis of annual recurring revenues attributable to such customers that have been received by the Company and its Subsidiaries, taken as a whole, for the provision of any administrative services with respect to any Insurance Contractfiscal year ended December 31, including any such contracts with third party administrators or managing general agents2018 (each, a “Significant Customer”); (ix) all outstanding powers of attorney or similar delegations of authority any expenditure Contract with any of the Insurance Companiestwenty (20) largest vendors to the Company and its Subsidiaries, determined on the basis of expenditures by the Company and its Subsidiaries, taken as a whole, for the fiscal year ended December 31, 2018 (each, a “Significant Vendor”); (x) all contracts any Contract (A) relating to the acquisition any debit or credit card used by any Person who has a Health Savings Account or other tax-advantaged account or employee benefit administered by the Insurance Companies Company or any of its Subsidiaries, (B) with any operating business bank or investment partner relating to any Health Savings Account or other tax advantaged account or employee benefit administered by the capital stock Company or any of its Subsidiaries or (C) that governs the custody of cash assets in a Health Savings Account or other tax-advantaged account or employee benefit administered by the Company or any other Person entered into on or after January 1, 2000of its Subsidiaries; (xi) all contracts under which either any Contract between the Company or any of its Subsidiaries, on the one hand, and any directors, executive officers (as such term is defined in the Exchange Act) or five percent (5%) stockholders of the Insurance Companies has made advances Company, on the other hand, other than Company Benefit Plans; or (xii) Contracts pursuant to which another Person grants the Company or loans a Subsidiary a license, covenant not to assert or other similar immunity or authorization with respect to any other Person other than Person’s Intellectual Property Rights or Intellectual Property that are material to the business of the Company or any of its Subsidiaries, with the exception of (1A) the Surplus Debentures any non-exclusive licenses to commercially available software and intercompany obligations created cloud services and granted on standard terms with an annual or aggregate fee not in excess of $2,000,000, (B) licenses for Open Source Software, (C) confidentiality agreements and (D) backup licenses from employees and contractors granted in the ordinary course of business and (2) mortgage loans generated in connection with providing services to the ordinary course of business; (xii) all contracts providing for severance, retention, change of control Company or other similar paymentsa Subsidiary; and (xiii) all Contracts pursuant to which the Company or a Subsidiary grants another Person a license, covenant not to assert or other contracts similar immunity or authorization with respect to Company Owned Intellectual Property Rights or Company Owned Intellectual Property where the rights granted are material to the business of the Company or any of its Subsidiaries, with the exception of (other than A) non-exclusive licenses granted to customers and potential customers (ibut solely, in such case, for evaluation purposes) contracts regarding the purchase or sale of investment assets entered into in the ordinary course of business, (iiB) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 confidentiality agreements, and (iiiC) other contracts which are expressly excluded under any other subsection non-exclusive licenses granted to consultants, contractors or vendors in the ordinary course of this Section 3.8) that (A) involve business for the sole purpose of the counterparty’s provision of products or are reasonably likely to involve the payment pursuant services to the terms of such contracts by Company or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business of the Insurance Companiesits Subsidiaries. (b) Each As of the date hereof, each Material Contracts constitutes a legal, Contract is valid and binding obligation of each Insurance on the Company and its Subsidiaries to the extent that it is party thereto, and, to the Knowledge of Seller, of each other Person that such Subsidiary is a party thereto. Each of the Insurance Companies is not, as applicable, and to the Knowledge of Sellerthe Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except for such failures to be in full force and effect that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, subject to the Enforceability Limitations. Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, neither the Company nor any of its Subsidiaries is in breach of or default under the terms of any Material Contract. Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, to the Knowledge of the Company, no other party to such any Material Contract is, is in material breach or default of any such Material Contract or, with or without notice or lapse of time or both, would be, in material breach or default of any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in under the ordinary course. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description terms of such Material Contract.

Contracts. (a) Schedule 3.8(aSection 3.16(a) contains a true and complete list of all the Company Disclosure Letter lists each of the following contracts currently in force or terminated but pursuant types of Contracts to which the Company or any of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Companies its Subsidiaries is a party or by which any Assets of the Insurance Companies are bound, their respective properties or assets is bound as such contracts may have been amended to of the date hereof (collectively, other than any of the “Material Contracts”foregoing solely between the Company and its wholly-owned Subsidiaries or solely between any wholly-owned Subsidiaries of the Company and other than any Contract that is a Company Plan): (i) all contracts with any present Contract that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or former officer, director or trustee of disclosed by the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans or advances to any such Person or any Affiliate of such Person)Company on a Current Report on Form 8-K; (ii) all contracts with any Person including, but not limited to, Contract that by its terms calls for aggregate payment or receipt by the Company or any Governmental Entity, containing of its Subsidiaries under such Contract of more than $15 million in any provision or covenant year over the remaining term of such Contract and that either (Ax) limiting materially limits the ability of the Insurance Companies Company or any of its Subsidiaries to engage compete in any line of business, to sell any products business or services, to compete with any Person in any geographical area, to do business with any Person or in any location geographic area, (y) materially restricts the right of the Company and its Subsidiaries to sell to or to employ purchase from any Person Person, or (Bz) limiting grants the ability of other party or any third Person to compete with, or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical area“most favored nation” status; (iii) any Contract with respect to the formation, creation, operation, management or control of a Significant Joint Venture; (Aiv) all contracts any Contract relating to Indebtedness or pursuant to which a Lien is granted and having an outstanding principal or other amount (or unfunded commitment amount) in excess of $5 million; (v) any Contract entered into after January 1, 2012 involving the borrowing acquisition or disposition, directly or indirectly (by merger or otherwise), of money by the Insurance Companies assets or capital stock or other equity interests for aggregate consideration (in one or a series of transactions) under such Contract of $50 million or more (other than any the Surplus Debentures and intercompany obligations created acquisitions or dispositions of inventory in the ordinary course of businessbusiness consistent with past practice); (vi) any Contract (other than a Government Contract) that by its terms calls for aggregate payment or the direct or indirect guarantee receipt by the Insurance Companies Company and its Subsidiaries under such Contract of more than $100 million in any obligation year over the remaining term of such Contract; (vii) any Person for borrowed money Contract pursuant to which the Company or any of its Subsidiaries has continuing indemnification, guarantee, “earn-out” or other financial obligation contingent payment obligations (other than indemnification or performance guarantee obligations provided for in the ordinary course of business consistent with past practice), in each case that could result in payments in excess of $10 million; (viii) any Person or other liability Contract that is a license agreement that is material to the business of the Insurance Companies Company and its Subsidiaries, taken as a whole, pursuant to which the Company or any of its Subsidiaries is a party and licenses in respect Company Intellectual Property or licenses out Company Intellectual Property owned by the Company or its Subsidiaries, other than license agreements for software that is generally commercially available; (ix) any Contract that obligates the Company or any of indebtedness its Subsidiaries to make any capital commitment, loan or expenditure in an amount in excess of $10 million; (x) any Contract that by its terms calls for borrowed money aggregate payment or receipt by the Company or its Subsidiaries under such Contract of more than $10 million over the remaining term of such Contract that is between the Company or its Subsidiaries, on the one hand, and any Affiliate thereof other financial obligations than any Subsidiary of the Company, on the other hand (excluding employment agreements); (xi) any PersonGovernment Contract that by its terms calls for aggregate payment or receipt by the Company and its Subsidiaries under such Contract of more than $100 million in any year over the remaining term of such Contract; or (xii) (A) any joint venture agreement relating to any of the Company’s Significant Joint Ventures, including, but not limited to, lines of credit or similar facilities and (B) any Contract that by its terms calls for the aggregate receipt by the Company or any of and its Subsidiaries under such Contract of more than $15 million in any year over the remaining term of such Contract, that in the case of clause (A) or (B) terminates by its terms, gives the counterparty a right to terminate, or requires the consent of the counterparty thereto, in connection with the transactions contemplated by this Agreement. Each contract involving of the deferred purchase price of property type described in excess of $10,000;clauses (i) through (xii) is referred to herein as a “Company Material Contract.” (ivb) all contracts (other than Insurance Contracts) with any person containing any provisions or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to haveExcept as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect; (v) all contracts relating to Effect on the future disposition (includingCompany, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than in the ordinary course of business, or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of business; (vi) any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23; (viii) any contract for the provision of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts relating to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on or after January 1, 2000; (xi) all contracts under which either of the Insurance Companies has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of business; (xii) all contracts providing for severance, retention, change of control or other similar payments; and (xiii) all other contracts (other than (i) contracts regarding each Company Material Contract is valid and binding on the purchase or sale Company and any of investment assets entered into its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the Knowledge of the Company, each other party thereto, and is in the ordinary course of business, full force and effect and enforceable in accordance with its terms; (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 the Company and (iii) other contracts which are expressly excluded under any other subsection each of this Section 3.8) that (A) involve or are reasonably likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business of the Insurance Companies. (b) Each of the Material Contracts constitutes a legal, valid and binding obligation of each Insurance Company to the extent that it is party theretoits Subsidiaries, and, to the Knowledge of Sellerthe Company, of each other Person that is a party thereto. Each , has performed all obligations required to be performed by it under each Company Material Contract; and (iii) there is no default under any Company Material Contract by the Company or any of the Insurance Companies is notits Subsidiaries or, and to the Knowledge of Sellerthe Company, no any other party to such Material Contract isthereto, in material breach and no event or default of any such Material Contract condition has occurred that constitutes, or, with or without after notice or lapse of time or both, would beconstitute, in material breach a default on the part of the Company or default any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto under any such Company Material Contract, nor has the Company or any of its Subsidiaries received any notice of any such Material Contractdefault, event or condition. None of such Material Contracts have been terminated or threatened in writing The Company has made available to be terminated, except for those Material Contracts that terminate in the ordinary course. (c) True Parent true and complete copies of each of the all Company Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contractamendments thereto.

Contracts. (a) Section 2.18(a) of the Disclosure Schedule 3.8(a(with paragraph references corresponding to those set forth below) contains a true and complete list of all each of the following contracts Contracts or other arrangements (true and complete copies of which, or, if none, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been delivered to Purchaser prior to the execution of this Agreement) currently in force or terminated but pursuant to which any of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contractseffect, to which either of the Insurance Companies Company is a party or by which any of its Assets and Properties is bound: (A) all Contracts (excluding Benefit Plans) providing for a commitment of employment or consultation services for a specified or unspecified term or otherwise relating to employment or the termination of employment of any Employee, the name, position and rate of compensation of each Employee and the expiration date of each such Contract; and (B) any written representations, commitments, promises or communications (excluding Benefit Plans and any such Contracts referred to in clause (A)) involving an obligation of the Insurance Companies are boundCompany to make payments in any year, as such contracts may have been amended other than with respect to salary or incentive compensation payments in the date hereof (collectivelyordinary course of business, the “Material Contracts”): (i) all contracts with to any present Employee or former officer, director or trustee of the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans or advances to any such Person or any Affiliate of such Person); employee; (ii) all contracts Contracts with any Person including, but not limited to, any Governmental Entity, containing any provision or covenant (A) prohibiting or limiting the ability of the Insurance Companies Company to engage in any line of business, to sell any products business activity or services, to compete with any Person in any geographical area, to do business with any Person or in any location prohibiting or to employ any Person or (B) limiting the ability of any Person to compete with, or obtain or provide products or services from or to with the Insurance Companies in any line of business or in any geographical area; Company; (iii) all partnership, joint venture, shareholders’ or other similar Contracts with any Person including, without limitation, the partnership agreement of the Company; (Aiv) all contracts Contracts relating to Indebtedness of the borrowing of money by the Insurance Companies Company (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property aggregate in excess of $10,000; (iv) all contracts (other than Insurance Contracts) with any person containing any provisions or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect; ); (v) all contracts Contracts with distributors, dealers, manufacturer’s representatives, sales agencies or franchisees; (vi) all Contracts relating to (A) the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) acquisition of any Assets of the Insurance Companies and Properties other than in the ordinary course of business, dispositions or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of business; (vi) any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23; (viii) any contract for the provision of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts relating to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on or after January 1, 2000; (xi) all contracts under which either of the Insurance Companies has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created acquisitions in the ordinary course of business consistent with past practice and (2B) mortgage loans generated in the ordinary course of business; any merger or business combination; (xiivii) all contracts providing for severanceContracts between the Company, retentionon the one hand, and Sellers or any Affiliate of Sellers, on the other hand; (viii) all collective bargaining or similar labor Contracts; (ix) all Contracts that (A) limit or contain restrictions on the ability of the Company to declare or make distributions on, in respect of or to issue or purchase, redeem or otherwise acquire its partnership interests, or incur Indebtedness, to incur or suffer to exist any Lien, to purchase or sell any Assets and Properties, to change the lines of control business in which it participates or engages or to engage in any business combination or (B) require the Company to maintain specified financial ratios or levels of net worth or other similar paymentsindicia of financial condition; and and (xiiix) all other contracts Contracts (other than (iBenefit Plans, leases listed in Section 2.15(a) contracts regarding of the purchase or sale Disclosure Schedule and insurance policies listed in Section 2.20 of investment assets entered into in the ordinary course of business, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8Disclosure Schedule) that (A) involve or are reasonably likely to involve the payment or potential payment, pursuant to the terms of any such contracts Contract, by or to the Insurance Companies Company of more than $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts annually and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise cannot be terminated within thirty (30) days after giving written notice of termination without resulting in any material cost or penalty to the business of the Insurance CompaniesCompany. (b) Each Contract required to be disclosed in Section 2.18(a) of the Material Contracts Disclosure Schedule is in full force and effect and constitutes a legal, valid and binding obligation agreement, enforceable in accordance with its terms, of each Insurance Company to the extent that it is party thereto, andexcept as the same may be limited by bankruptcy, insolvency, moratorium or similar rights whether in a proceeding at law or in equity, and except as disclosed in Section 2.18(b) of the Disclosure Schedule, neither the Company nor, to the Knowledge of SellerSellers, of each other Person that is a party thereto. Each of the Insurance Companies is not, and to the Knowledge of Seller, no any other party to such Material Contract is, or has received written notice that it is, in material violation or breach of or default of under any such Material Contract or, (or with or without notice or lapse of time or both, would be, be in material violation or breach of or default of under any such Material Contract. None of such Material Contracts have been terminated or threatened ) in writing to be terminated, except for those Material Contracts that terminate in the ordinary courseany material respect. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contract.

Contracts. (a) Schedule 3.8(a) Section 4.15 of the Company Disclosure Letter contains a true and complete list correct list, by reference to the applicable subsection of all this Section 4.15, of the following contracts currently in force or terminated but pursuant Contracts to which any of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Companies Company Entity is a party or by which any Assets Company Entity is bound or any of their respective assets or properties is bound (collectively, the contracts required to be set forth in Section 4.15 of the Insurance Companies are bound, as such contracts may have been amended to the date hereof (collectivelyCompany Disclosure Letter, the “Material Contracts”): (ia) all contracts with any present Contracts required to be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, pursuant to Item 601(b)(2), (4), (9) or former officer, director or trustee (10) of Regulation S-K promulgated by the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans or advances to any such Person or any Affiliate of such Person)SEC; (iib) all contracts selling, distribution, dealer, product or marketing Contracts or similar commission-based Contracts with third parties, all Contracts with Financial Advisors and all Advisory Contracts, (c) any Contracts with any Person includingcurrent, but not limited to, any Governmental Entity, or containing any provision ongoing obligations to or covenant (A) limiting the ability of the Insurance Companies to engage rights in any line of business, to sell any products or services, to compete with any Person in any geographical area, to do business with any Person or in any location or to employ any Person or (B) limiting the ability favor of any Person to compete withformer, officer, director, shareholder or obtain or provide products or services from or to the Insurance Companies in Affiliate of any line of business or in any geographical areaCompany Entity; (iiid) (A) all contracts relating to the borrowing of money by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) Contracts with any labor or the direct trade union or indirect guarantee by the Insurance Companies association or works council representing any employee of any obligation of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000Company Entity; (ive) all contracts (other than Insurance Contracts) with any person containing any provisions or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to haveContracts for correspondent securities clearing, individually or in the aggregate, a Material Adverse Effectpayment and settlement activities; (vf) all contracts relating to the future disposition (includingany Contracts for joint ventures or similar Contracts involving a sharing of profits or expenses, but not limited to, restrictions on transfer strategic alliances or rights of first refusal) of any Assets of the Insurance Companies other than in the ordinary course of business, or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of businesspartnerships; (vig) any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23; (viii) any contract for the provision of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts Contracts relating to the acquisition (by the Insurance Companies merger, purchase of stock or assets or otherwise) by any Company Entity of any operating business or material assets or the capital stock of any other Person entered into on or after January 1, 2000Person; (xih) all contracts any Contracts relating to the incurrence, assumption or guarantee of any Indebtedness of the Company Entities or imposing a Lien on any of their respective assets; (i) any settlement or conciliation agreement with any Person (including any Governmental Authority) entered into within the 36 months preceding the date of this Agreement; (j) any Contract or series of related Contracts under which either of the Insurance Companies any Company Entity has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage Person, including loans generated in the ordinary course of businessto Financial Advisors; (xiik) all contracts any Contracts providing for severance, retention, change of in control or other similar payments; (l) any Contracts for the employment of any individual on a full-time, part-time or consulting or other basis providing annual base and bonus compensation in excess of $75,000; (m) any outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by any Company Entity, other than third party Contracts entered into in the ordinary course of business consistent with past practice that contain ordinary course indemnification provisions; (n) any Contracts that contain covenants (including exclusive rights, covenants not to compete and non-solicit agreements) that restrain, restrict, limit or impede the ability of any Company Entity, or that, following the consummation of the transactions contemplated hereby, would restrain, restrict, limit or impede the ability of the Surviving Entity or its Affiliates, to (i) compete in any business or with any Person or in any geographic area, (ii) sell, supply or distribute any service or product (including any “most favored customer” or similar clauses), or (iii) acquire any property (tangible or intangible) from any Person; (o) All Real Property Leases and all leases, subleases or other rental agreements under which any Company Entity is a party that call for annual lease payments in excess of $75,000 individually or are otherwise material to the operations of its business; (p) any Contracts providing for liquidated damages or similar penalties in the event of a breach that would reasonably be expected to result in a material liability of any Company Entity (or, following the Closing, of the Surviving Entity); (q) any Contracts which individually provide for payments to or from any Company Entity of $75,000 or more, including over any 12-month period; and (xiiir) any Contracts that are otherwise material to any Company Entity. True and complete copies of all other contracts Material Contracts (other than (iand true and correct summaries of any Material Contracts agreed to orally) contracts regarding have been delivered to Parent. Except as set forth in Section 4.15(s) of the purchase or sale of investment assets Company Disclosure Letter, all Material Contracts were entered into in the ordinary course of business, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that (A) involve or are reasonably likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business of the Insurance Companies. (b) . Each of the Material Contracts constitutes a legalis presently in full force and effect in all material respects in accordance with its terms and there has not been any material breach of, valid and binding obligation of each Insurance or material default under, any such Contract by any Company Entity, or, to the extent that it is Company’s knowledge, by any other party thereto, and, to the Knowledge of Seller, of each other Person that is a party thereto. Each of the Insurance Companies is not, and to the Knowledge of Seller, no other party to such Material Contract is, in material breach or default of any such Material Contract orcondition exists that, with or without notice or lapse of time or both, would be, in constitute a material breach of or material default under any such Contract by any Company Entity or, to the Company’s knowledge, by any other party thereto. No other party to any of the Material Contracts has made or asserted in writing, or, to the Company’s knowledge, has, any defense, setoff or counterclaim under any such Contract or has exercised any option to cancel or terminate, shorten the term of or fail to renew or extend the term of any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary course. (c) True and complete copies of each none of the Material Contracts, including all amendments, supplements and modifications Company Entities have received any written notices to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contractthat effect.

Contracts. (a) Schedule 3.8(a) contains a true There have been delivered or made available to BRZG true, correct and complete list copies of all each of the following contracts currently set forth in Schedule 5.16. Each such contract is valid, subsisting, in full force or terminated but pursuant to which and effect and binding upon the parties thereto in accordance with its terms, and Amazonia is not in default in any respect under any of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Companies them; and (b) Amazonia is not a party or by which any Assets of the Insurance Companies are bound, as such contracts may have been amended to the date hereof (collectively, the “Material Contracts”):any: (i) all contracts with any present current or former officer, director director, manager, employee, consultant, agent or trustee of the Insurance Companies (including, but not limited to, employment contracts other representative and contracts evidencing loans or advances no monies are due to any such Person or any Affiliate of such Person)person; (ii) all contracts for the purchase or sale of equipment or; (iii) contracts for the sale of any of its assets or properties or for the grant to any person of any preferential rights to purchase any of its assets or properties; (iv) contracts (including with limitation, leases of real property) regarding real property); (v) contracts relating to the acquisition of any Person includingoperating business of, but not limited toor the disposition of any operating business by, any Governmental Entityother person; (vi) executory contracts relating to the disposition or acquisition of any investment or of any interest in any person; (vii) joint venture contracts or agreements; (viii) contracts to indemnify any party, or to share tax liability of any party; (ix) contracts containing any provision or covenant (A) limiting the ability of the Insurance Companies covenants not to engage compete in any line of business, to sell any products business or services, to compete with any Person person in any geographical area, to do business with any Person area or in any location or to employ any Person or (B) limiting the ability covenants of any Person other person not to compete with, or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical area; (iiix) contracts relating to the making of any loan; (Axi) all contracts relating to the borrowing of money by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of any obligation for the repayment of borrowed money, or any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies contingent obligations in respect of indebtedness for borrowed money or other financial obligations of any other Person, including, but not limited to, without limitation: (A) any contract with respect to lines of credit or similar facilities and credit; (B) any contract involving the deferred purchase price of property in excess of $10,000; (iv) all contracts (to advance or supply funds to any other person other than Insurance Contracts) with any person containing any provisions or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) all contracts relating to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than in the ordinary course of business, or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of business; (viC) any partnershipcontract to pay for property, joint ventureproducts or services of any other person even if such property, joint marketingproducts or services are not conveyed, strategic alliance delivered or similar contractsrendered; (viiD) any form keep-well, make-whole or maintenance of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23;working capital or earnings or similar contract; or (viiiE) any contract for the provision of any administrative services guarantee with respect to any Insurance Contract, including lease or other similar periodic payments to be made by any such contracts with third party administrators or managing general agents;other person; and (ixxii) all outstanding powers of attorney contracts for or similar delegations of authority of the Insurance Companies;relating to computers, computer equipment, computer software or computer services; or (xxiii) all contracts relating to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on material contract whether or after January 1, 2000; (xi) all contracts under which either of the Insurance Companies has not made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of business; (xii) all contracts providing for severance, retention, change of control or other similar payments; and (xiii) all other contracts (other than (i) contracts regarding the purchase or sale of investment assets entered into in the ordinary course of business, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that (A) involve or are reasonably likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business of the Insurance Companies. (b) Each of the Material Contracts constitutes a legal, valid and binding obligation of each Insurance Company to the extent that it is party thereto, and, to the Knowledge of Seller, of each other Person that is a party thereto. Each of the Insurance Companies is not, and to the Knowledge of Seller, no other party to such Material Contract is, in material breach or default of any such Material Contract or, with or without notice or lapse of time or both, would be, in material breach or default of any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary course. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contract.

Contracts. (a) Schedule 3.8(a3.14(a) contains a true lists all written contracts and complete list of all other agreements Related to the following contracts currently in force or terminated but pursuant Business to which ROI or any of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Companies its Subsidiaries is a party or by which any Assets of the Insurance Companies their properties or assets are bound, as such contracts may have been amended to having the date hereof following description(s) (collectively, the “"Material Contracts”"): (i) all contracts with any present agreement (or former officer, director group of related agreements) Related to the Business for the lease of personal property to or trustee from any Person providing for lease payments in excess of the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans or advances to any such Person or any Affiliate of such Person)$10,000 per annum; (ii) all contracts any agreement (or group of related agreements) Related to the Business for the purchase or sale of supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year or involve consideration in excess of $10,000; (iii) any agreement Related to the Business concerning a partnership or joint venture or other contract or agreement involving a sharing of profits, losses, costs or liabilities by ROI, Seller or any of their Affiliates with any Person includingother Person; (iv) any agreement (or group of related agreements) under which ROI or any of its Subsidiaries has created, but not limited toincurred, assumed, or guaranteed any Governmental Entityindebtedness for borrowed money, containing or any capitalized lease obligation, in excess of $10,000 or under which it has imposed an Encumbrance on any of Transferred Assets, tangible or intangible; (v) any material agreement Related to the Business concerning confidentiality; (vi) any material agreement of ROI or Seller with any of Seller's Affiliates which is Related to the Business; (vii) any agreement Related to the Business which contains any provision or covenant limiting (A) limiting the ability of the Insurance Companies Seller to engage in any line of business, to sell any products or services, to compete with any Person in any geographical areaPerson, to do business with any Person or in any location or to employ any Person or Person, (B) limiting the ability of any Person to compete with, with or obtain or provide products or services from Seller or (C) the ability of Seller to the Insurance Companies in any line of do business or in any geographical area; (iii) (A) all contracts relating to the borrowing of money by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money or other financial obligation of any with a specified Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000; (iv) all contracts (other than Insurance Contracts) with any person containing any provisions or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) all contracts relating to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than in the ordinary course of business, or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of business; (vi) any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23Persons; (viii) any contract for the provision of collective bargaining agreement and any administrative services with respect other agreements relating to any Insurance Contract, including any such contracts with third party administrators or managing general agentsorganized labor; (ix) all outstanding powers any agreement of attorney or similar delegations of authority of Seller for the Insurance Companies; (x) all contracts relating to the acquisition by the Insurance Companies employment of any operating business or the capital stock of any other Person entered into individual on or after January 1a full-time, 2000; (xi) all contracts under which either of the Insurance Companies has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of business; (xii) all contracts providing for severancepart-time, retentionconsulting, change of control or other similar payments; and (xiii) all other contracts (other than (i) contracts regarding the purchase or sale of investment assets entered into basis providing annual compensation in the ordinary course of business, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that (A) involve or are reasonably likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies excess of $10,000 20,000 or more within any 12 month period or providing severance benefits in excess of $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business of the Insurance Companies3,000. (b) Each of the Material Contracts constitutes a legal, valid and binding obligation of each Insurance Company to the extent that it is party thereto, and, to the Knowledge of Seller, of each other Person that is a party thereto. Each of the Insurance Companies is not, and to the Knowledge of Seller, no other party to such Material Contract is, in material breach or default of any such Material Contract or, with or without notice or lapse of time or both, would be, in material breach or default of any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary course. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contract.

Contracts. (a) Except as set forth on Schedule 3.8(a‎3.22(a) contains a true and complete list of all the following contracts currently in force or terminated but pursuant to which any 3.17(a), as of the Insurance Companies continues to have liabilities or receive benefitsdate hereof, in each case excluding Insurance Contracts, to which either none of the Insurance Companies is a party or by which subject to any Assets of the Insurance Companies are bound, as such contracts may have been amended to the date hereof (collectively, the “Material Contracts”):following: (i) all contracts any Contract, understanding or obligation with respect to severance, termination, retention or change in control, to pay liabilities or fringe benefits, with any present or former officer, director or trustee directors of the Insurance Companies (includingBoard, but not limited toofficers or employees of any of the Companies, employment contracts and contracts evidencing loans or advances to any such Person agreement, understanding or any Affiliate obligation, the assumption of such Person)which has been approved by the Bankruptcy Court or that is a Postpetition Contract; (ii) all contracts any Contract providing for bonuses, pensions, options, deferred compensation, retirement payments, royalty payments, profit sharing or similar payment or benefit with respect to any Person including, but not limited to, present or former Representative of any Governmental Entity, containing any provision or covenant (A) limiting the ability of the Insurance Companies to engage in any line Companies, the assumption of business, to sell any products which has been approved by the Bankruptcy Court or services, to compete with any Person in any geographical area, to do business with any Person or in any location or to employ any Person or (B) limiting the ability of any Person to compete with, or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical areathat is a Postpetition Contract; (iii) (A) all contracts relating to the borrowing of money by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of Contract under which any obligation of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of has created, incurred, assumed or guaranteed indebtedness for borrowed money or that is an outstanding guarantee, letter of comfort, letter of assurance, keepwell, letter of credit, performance bond, surety bond, indemnity agreement or other financial obligations form of any Personassurance or guarantee, including, but not limited to, lines the assumption of credit which has been approved by the Bankruptcy Court or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000that is a Postpetition Contract; (iv) all contracts (other than Insurance Contracts) with any person containing Contract under which any provisions of the Companies is a lessee or covenant relating to lessor of the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse EffectCompanies’ aircraft; (v) all contracts relating any Contracts under which any of the Companies has committed to purchasing or leasing aircraft or aircraft engines; and (vi) any Contract required pursuant to Item 601 of Regulation S K under the future disposition Securities Act to be filed as an exhibit to any SEC Report, which has not been so filed (includingeach of the agreements described in clauses ‎(i) - ‎(vi), but not limited a “Material Contract”). (b) None of the Companies is in material breach or material violation of, or in default under or with respect to, restrictions on transfer or rights of first refusalany Material Contract. (c) of any Assets As of the Insurance date of this Agreement, none of the Companies is a party to or is bound by any non-competition Contract or other Contract the assumption of which has been approved by the Bankruptcy Court or that is a Postpetition Contract that (i) purports to limit in any material respect either the type of business in which the Companies may engage or the manner or locations in which any of them may so engage in any business, or (ii) other than in the ordinary course of business, or for could require the grant to any person disposition of any preferential rights to purchase material assets or use any Assets line of the Insurance Companies other than, in the case business of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of business; (vi) any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that any of the Insurance Companies. (d) A true and complete copy of each Material Contract to which any of the Companies is a party has previously been delivered or made available to the Investor (subject to applicable confidentiality restrictions) and each such contract is a valid and binding agreement of such Company, as the case may be, and is in full force and effect, except to the extent any has previously expired in accordance with its terms. (e) As of the date hereof, since the commencement of the Cases, none of the Companies has entered into with a Producerrejected and failed to replace, provided on terms that all contracts entered into with Producers are materially comparable no less favorable to the forms of Producer contracts set forth on Schedule 3.23; (viii) such Company, any contract for the provision of any administrative services with respect Contract that is necessary to any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts relating to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on or after January 1, 2000; (xi) all contracts under which either of the Insurance Companies has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of business; (xii) all contracts providing for severance, retention, change of control or other similar payments; and (xiii) all other contracts (other than (i) contracts regarding the purchase or sale of investment assets entered into in the ordinary course of business, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that (A) involve or are reasonably likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to conduct the business of the Insurance Companies. (b) Each of Companies in substantially the Material Contracts constitutes a legal, valid same manner as presently conducted and binding obligation of each Insurance Company to the extent that it is party thereto, and, to the Knowledge of Seller, of each other Person that is a party thereto. Each of the Insurance Companies is not, and to the Knowledge of Seller, no other party to such Material Contract is, in material breach or default of any such Material Contract or, with or without notice or lapse of time or both, would be, in material breach or default of any such Material Contract. None of such Material Contracts have been terminated or threatened in writing as proposed to be terminated, except for those Material Contracts that terminate in the ordinary courseconducted. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contract.

Contracts. (a) Section 4.15(a) of the Disclosure Schedule 3.8(a) contains sets forth a true complete and complete accurate list of all each Contract of the following contracts currently in force types or terminated but pursuant having the following terms to which the Company or any of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Companies its Subsidiaries is a party or by which the Company or any Assets of the Insurance Companies are bound, its Subsidiaries or its or their properties or assets is or may be bound as such contracts may have been amended to of the date hereof (collectively, the “Material Company Contracts”): (i) all contracts Contracts providing for the employment, retention, bonus, severance or other service relationship with any present current or former officer, director director, employee, consultant or trustee other person requiring compensation by the Company (the name, position or capacity and rate of compensation of each such person and the expiration date of each such Contract being set forth in Section 4.15(a) of the Insurance Companies (includingDisclosure Schedule), but not limited to, employment contracts and contracts evidencing loans to the extent there are continuing obligations of the Company or advances to any such Person or any Affiliate its Subsidiaries thereunder in excess of such Person)$50,000; (ii) all contracts material Contracts (other than employment contracts) with any Person includingcurrent or former officer, but not limited todirector, any Governmental Entitystockholder, containing any provision employee, consultant, agent or covenant (A) limiting the ability other representative of the Insurance Companies to engage Company or any of its Subsidiaries or with an entity in which any line of business, to sell any products or services, to compete with any Person in any geographical area, to do business with any Person or in any location or to employ any Person or (B) limiting the ability of any Person to compete with, or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical areaforegoing is a controlling person; (iii) (A) all contracts instruments relating to indebtedness for borrowed money, any note, bond, deed of trust, mortgage, indenture or agreement to borrow money, and any agreement relating to the borrowing extension of money by credit or the Insurance Companies (granting of a Lien other than Permitted Liens, or (B) any the Surplus Debentures and intercompany obligations created Contract of guarantee of credit in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money or other financial obligation favor of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property entity in excess of $10,000100,000; (iv) all contracts lease, sublease, rental, license or other Contracts under which the Company or any of its Subsidiaries is a lessor or lessee of any real property or the guarantee of any such lease, sublease, rental or other Contracts providing for lease or rental payments in excess of $100,000 per annum and a term of at least twelve (other than Insurance Contracts12) with any person containing any provisions or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effectmonths; (v) all contracts relating to Contracts containing any covenant or provision limiting the future disposition (including, but not limited to, restrictions on transfer freedom or rights of first refusal) of any Assets ability of the Insurance Companies other than Company or any of its Subsidiaries to engage in the ordinary course any line of business, engage in business in any geographical area or for compete with any other Person or requiring exclusive dealings by the grant to Company or any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of businessits Subsidiaries; (vi) (A) all Contracts for the purchase of materials, inventory, supplies or equipment (including, without limitation, computer hardware and Software), or for the provision of services, involving annual payments of more than $100,000, containing any partnershipescalation, joint venturerenegotiation or redetermination provisions, joint marketingother than Contracts that are terminable within ninety (90) days without premium or penalty to the Company or any of its Subsidiaries; and (B) notwithstanding (A), strategic alliance all Contracts (i) with material customers of the business of the Company or similar contractsany of its Subsidiaries, (ii) for the sale by the Company or any of its Subsidiaries of materials, supplies, inventory or equipment (including, without limitation, computer hardware and Software), or (iii) for the provision of services by the Company or any of its Subsidiaries (including, without limitation, consulting services, data processing and management, and project management services), the performance of which will extend over a period of more than one (1) year and involve consideration in excess of $100,000; (vii) any form of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23partnership or joint venture Contracts; (viii) any contract for all Contracts or purchase orders relating to capital expenditures involving total payments by the provision Company and its Subsidiaries of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agentsmore than $100,000 per year; (ix) all outstanding powers Contracts relating to licenses of attorney Intellectual Property (whether the Company or similar delegations any of authority its Subsidiaries is the licensor or licensee thereunder) material to the business of the Insurance CompaniesCompany; (x) all contracts Contracts relating to the future disposition or acquisition by the Insurance Companies of any operating business enterprise or the capital stock of any other Person entered into on or after January 1, 2000interest in any business enterprise; (xi) all contracts under which either Contracts between or among (A) the Company or any of its Subsidiaries, on the one hand, and (B) any Stockholder (or Holder), such Stockholder’s Affiliate (or Holder’s Affiliate), or any Related Party (other than the Company), on the other hand; (xii) Contracts pertaining to the issuance of debt or equity of the Insurance Companies has made advances Company or loans to any other Person other than of its Subsidiaries; (1xiii) the Surplus Debentures and intercompany obligations created in Contracts which are (A) outside the ordinary course of business and for the purchase, acquisition, sale or disposition of any assets or properties or (2B) mortgage loans generated in for the ordinary course grant to any Person of businessany option or preferential rights to purchase any assets or properties; (xiixiv) all contracts providing for severance, retention, change engagement letters with clients of control the Company or other similar paymentsany of its Subsidiaries under which any amount is or may become payable to the Company or any of its Subsidiaries; (xv) all Contracts under which the Company or any of its Subsidiaries agrees to indemnify any Person; and (xiiixvi) all any other contracts (other than Contract which involves consideration in excess of $100,000 per year. (i) contracts regarding Each Company Contract is legal, valid, binding and enforceable against the purchase Company or sale of investment assets entered into in the ordinary course of business, (ii) contracts otherwise required party to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts such Company Contract which are expressly excluded under any other subsection of this Section 3.8) that (A) involve or are reasonably likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business is a Subsidiary of the Insurance Companies. (b) Each of Company, as the Material Contracts constitutes a legal, valid and binding obligation of each Insurance Company to the extent that it is party thereto, and, to the Knowledge of Seller, of each other Person that is a party thereto. Each of the Insurance Companies is notcase may be, and to the Knowledge of Sellerthe Company as of the date hereof, no against each other party thereto, and is in full force and effect, and (ii) neither the Company nor any of its Subsidiaries nor, to such Material Contract isthe Knowledge of the Company as of the date hereof, any other party, is in material breach or default of any such Material Contract ordefault, and no event has occurred which could constitute (with or without notice or lapse of time or both, would be, in ) a material breach or default (or give rise to any right of termination, modification, cancellation or acceleration) or loss of any such Material benefits under any Company Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary course. (c) True The Company has delivered to Parent complete and complete accurate copies of each Company Contract through the date hereof and there has been no material modification, waiver or termination of any Company Contract or any material provision thereto through the date hereof. The Company is not contemplating as of the Material Contractsdate hereof any modification, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case waiver or termination of any Material Company Contract. Except as set forth on Section 4.15(c) of the Disclosure Schedule, no Company Contract is terminable or cancelable as a result of the consummation of the transactions contemplated in this Agreement. (d) There are no non-competition or non-solicitation agreements or any similar agreements or arrangements that could restrict or hinder the operations or conduct of the business of the Company or any of its Subsidiaries or the use of its properties or assets or any “earn-out” agreements or arrangements (or any similar agreements or arrangements) to which any of the Stockholders (or Holders) or the Company or any of its Subsidiaries is not written, Seller has provided a party or may be subject or bound (other than this Agreement or pursuant to Buyer a written description of such Material Contractthis Agreement).

Contracts. (a) Schedule 3.8(aNeither the Company nor any of its Subsidiaries is a party to, and none of their respective properties or other assets is subject to, any Contract that is of a nature required to be filed as an exhibit to a report or filing under the Securities Act or the Exchange Act, other than any Contract that is filed as an exhibit to the Filed Company SEC Documents. (b) contains Except for Contracts filed in unredacted form as exhibits to the Filed Company SEC Documents, Section 3.10(b) of the Company Disclosure Letter sets forth a true correct and complete list of all the following contracts currently in force or terminated but pursuant to which any as of the Insurance Companies continues date of this Agreement, and the Company has made available to have liabilities Parent correct and complete copies (including all amendments, modifications, extensions, renewals, guaranties or receive benefitsother Contracts with respect thereto, in each case but excluding Insurance Contractsall names, to which either of the Insurance Companies is a party or by which any Assets of the Insurance Companies are bound, as such contracts may terms and conditions that have been amended to redacted in compliance with applicable Laws governing the date hereof (collectivelysharing of information), the “Material Contracts”):of: (i) all contracts with any present or former officer, director or trustee Contracts (other than Contracts of the Insurance Companies category required to be disclosed in either clause (includingxiv) or clause (xv) of this Section 3.10(b), but not limited to, employment contracts and contracts evidencing loans or advances to any such Person regardless of value) of the Company or any Affiliate of such Person)its Subsidiaries having an aggregate value per Contract, or involving payments by or to the Company or any of its Subsidiaries, of more than $50,000 on an annual basis; (ii) all contracts with Contracts to which the Company or any Person includingof its Subsidiaries is a party, but not limited toor by which the Company, any Governmental Entityof its Subsidiaries or any of its Affiliates is bound, containing any provision or that contain a covenant (A) limiting restricting the ability of the Insurance Companies Company or any of its Subsidiaries (or which, following the consummation of the Merger, would restrict the ability of Parent or any of its Subsidiaries, including the Surviving Corporation and its Subsidiaries) to engage compete in any line of business, to sell any products business or services, to compete with any Person in any geographical area, to do business with any Person person or in any location or to employ any Person or (B) limiting the ability of any Person to compete with, or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical geographic area; (iii) (A) all contracts relating to Contracts of the borrowing Company or any of money by its Subsidiaries with any Affiliate of the Insurance Companies Company (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000its Subsidiaries); (iv) all contracts Contracts to which the Company or any of its Subsidiaries is a party granting any license to Intellectual Property, and any other license (other than Insurance Contractsreal estate) with any person containing any provisions having an aggregate value per license, or covenant relating to the indemnification or holding harmless involving payments by the Insurance Companies which have had Company or reasonably could be expected to haveany of its Subsidiaries, individually or in the aggregate, a Material Adverse Effectof more than $50,000 on an annual basis; (v) all contracts relating to the future disposition confidentiality agreements (including, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than in the ordinary course of business), agreements by the Company or any of its Subsidiaries not to acquire assets or securities of a third party or agreements by a third party not to acquire assets or securities of the Company or any of its Subsidiaries; (vi) any Contract having an aggregate value per Contract, or involving payments by or to the Company or any of its Subsidiaries, of more than $50,000 on an annual basis that requires consent of or notice to a third party in the event of or with respect to the Merger, including in order to avoid a breach or termination of or loss of benefit under any such Contract; (vii) all joint venture, profit sharing, partnership or other similar agreements involving co-investment with a third party to which the Company or any of its Subsidiaries is a party; (viii) any Contract with a Governmental Authority (other than ordinary course Contracts with Governmental Authorities as a customer) which imposes any material obligation or restriction on the Company or its Subsidiaries; (ix) all leases, subleases, licenses or other Contracts pursuant to which the Company or any of its Subsidiaries use or hold any material property; (x) all material outsourcing Contracts; (xi) all Contracts with investment bankers, financial advisors, attorneys, accountants or other advisors retained by the Company or any of its Subsidiaries; (xii) all Contracts providing for the grant to indemnification by the Company or any person of its Subsidiaries of any preferential rights person, except for any such Contract that (i) is not material to purchase the Company or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets its Subsidiaries and (ii) was entered into in the ordinary course of business; (vixiii) all Contracts pursuant to which any partnership, joint venture, joint marketing, strategic alliance indebtedness of the Company or similar contracts; (vii) any form of contract that any of its Subsidiaries is outstanding or may be incurred and all guarantees of or by the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms Company or any of Producer contracts set forth on Schedule 3.23; (viii) any contract for the provision its Subsidiaries of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts relating to the acquisition by the Insurance Companies of any operating business or the capital stock indebtedness of any other Person entered into on or after January 1, 2000; person (xi) all contracts under which either of the Insurance Companies has made advances or loans to any other Person other than the Company or any of its Subsidiaries) (1) except for such indebtedness and guarantees the Surplus Debentures aggregate principal amount of which does not exceed $50,000 on an annual basis and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated excluding trade payables arising in the ordinary course of business); (xiixiv) all contracts providing for severanceany customer Contract that involves (1) annual payments of greater than $50,000 or annual administrative services fees or similar payments of greater than $50,000 and (2) by its terms, retentiondoes not terminate on or before one year after the date of such Contract and is not cancelable during such period without penalty or without payment (other than customer agreements that are not terminable within one year solely as a result of the Health Insurance Portability and Accountability Act and the regulations promulgated thereunder (including 45 C.F.R. parts 160, change of control 162, and 164) or other similar paymentsstatutory or regulatory requirements); and (xiiixv) all other contracts (other than (i) contracts regarding the purchase or sale of investment assets entered into in the ordinary course of business, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) any Contract with respect to Sections 3.8(i) through (xii) any risk sharing or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) risk transfer arrangement or that (A) involve provides for a retroactive premium or are reasonably likely to involve the payment pursuant to the terms of such contracts by similar adjustment or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business of the Insurance Companieswithholding arrangement. (bc) Each None of the Material Contracts constitutes a legalCompany or any of its Subsidiaries (x) is, valid and binding obligation of each Insurance Company to the extent or has received written notice or has Knowledge that it is party thereto, and, to the Knowledge of Seller, of each other Person that is a party thereto. Each of the Insurance Companies is not, and to the Knowledge of Seller, no any other party to such Material Contract any of its Contracts is, in material violation or breach of or default of any such Material Contract or, (with or without notice or lapse of time or both) in any material respect under, would beor (y) has waived or failed to enforce any material rights or benefits under, in material breach any Contract to which it is a party or default any of its properties or other assets is subject, and (ii) to the Knowledge of the Company, there has occurred no event giving to others any right of termination, amendment or cancellation of (with or without notice or lapse of time or both) any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, Contract except for those Material Contracts violations, breaches, defaults, waivers or failures to enforce rights or benefits covered by clauses (i) or (ii) above that terminate individually or in the ordinary courseaggregate have not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contract.

Contracts. Except for contracts, commitments, plans, agreements and licenses described in Schedule 3.7, (true and complete copies of which will have been made available to Buyer on or prior to the Delivery Date), the Company is not a party to or subject to any: (a) Schedule 3.8(a) contains a true and complete list of all the following contracts currently in force investment management or terminated but pursuant to which any of the Insurance Companies continues to have liabilities investment advisory or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Companies is a party or by which any Assets of the Insurance Companies are bound, as such contracts may have been amended to the date hereof (collectively, the “Material Contracts”): (i) all contracts with any present or former officer, director or trustee of the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans or advances to any such Person sub-advisory contract or any Affiliate other contract for the provision of such Person)Investment Management Services or Brokerage Services; (iib) all any agreement with respect to solicitation of prospective Clients or of prospective investors for the Mutual Funds; (c) plan or contract providing for bonuses, pensions, options, stock (or beneficial interest) purchases (or other securities or phantom equity purchases), deferred compensation, retirement payments, profit sharing, or the like; (d) employment contract, other than contracts with terminable at will by the Company without liability for any Person includingpenalty or severance payment; (e) contract for services involving payments by the Company in excess of one hundred thousand dollars ($100,000) per year, but which is not limited toterminable by the Company without liability for any termination payment on not more than thirty (30) days prior notice; (f) contract or agreement or series of related contracts or agreements for the purchase of any assets, any Governmental Entity, material or equipment except purchase orders in the ordinary course of business for less than one hundred thousand dollars ($100,000) per contract or agreement or series of related contracts or agreements; (g) contract containing any provision or covenant (A) covenants limiting the ability freedom of the Insurance Companies to engage in any line of business, to sell any products Company (or services, its Affiliates) to compete with any Person in any geographical area, to do business with any Person or in any location or to employ any Person or (B) limiting the ability of any Person to compete with, or obtain or provide products or services from or to the Insurance Companies in any line of business or in with any geographical areaperson or entity; (h) agreement providing for the borrowing or lending of money, and the Company has no obligations, except as disclosed in the Base Balance Sheet: (i) for borrowed money, (ii) evidenced by bonds, debentures, notes or similar instruments, (iii) (A) all contracts relating to the borrowing of money by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving pay the deferred purchase price of property in excess of $10,000; or services, (iv) all contracts (other than Insurance Contracts) under leases that would, in accordance with any person containing any provisions or covenant relating to GAAP, appear on the indemnification or holding harmless by balance sheet of the Insurance Companies which have had or reasonably could be expected to havelessee as a liability, individually or in the aggregate, a Material Adverse Effect; (v) all contracts relating to the future disposition (includingsecured by a Claim, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than in the ordinary course of business, or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of business; (vi) any partnershipin respect of letters of credit, joint ventureor bankers acceptances, joint marketingcontingent or otherwise, strategic alliance or similar contracts; (vii) any form in respect of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23; (viii) any contract for the provision of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts relating to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on or after January 1, 2000; (xi) all contracts under which either of the Insurance Companies has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of business; (xii) all contracts providing for severance, retention, change of control or other similar payments; and (xiii) all other contracts (other than (i) contracts regarding the purchase or sale of investment assets entered into in the ordinary course of business, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that (A) involve or are reasonably likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business of the Insurance Companies. (b) Each of the Material Contracts constitutes a legal, valid and binding obligation of each Insurance Company to the extent that it is party thereto, and, to the Knowledge of Seller, of each other Person that is a party thereto. Each of the Insurance Companies is not, and to the Knowledge of Seller, no other party to such Material Contract is, in material breach or default of any such Material Contract or, with or without notice or lapse of time or both, would be, in material breach or default of any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary course. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contract.any

Contracts. Section (k) of the Target Disclosure Statement lists all material Contracts to which Target or any of its Subsidiaries is a party including those Contracts which fall within any of the following categories: (a) Schedule 3.8(aContracts not entered into in the ordinary course of Target’s business; (b) contains a true royalty, joint venture, partnership and complete list similar agreements; (c) Contracts containing covenants purporting to limit the freedom of all the following contracts currently in force Target or terminated but pursuant to which any of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Companies is a party or by which any Assets of the Insurance Companies are bound, as such contracts may have been amended to the date hereof (collectively, the “Material Contracts”): (i) all contracts with any present or former officer, director or trustee of the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans or advances to any such Person or any Affiliate of such Person); (ii) all contracts with any Person including, but not limited to, any Governmental Entity, containing any provision or covenant (A) limiting the ability of the Insurance Companies to engage in any line of business, to sell any products or services, its Subsidiaries to compete with any Person in any geographical area, to do business with any Person or in any location or to employ any Person or (B) limiting the ability of any Person to compete with, or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical geographic area; , to hire any individual or group of individuals or to acquire any business, entity or the assets thereof; (iiid) (A) all contracts relating to Contracts which after the borrowing Effective Time of money by the Insurance Companies Transactions would have the effect of limiting the freedom of Acquireco or its Subsidiaries (other than Target and its Subsidiaries) to compete in any the Surplus Debentures and intercompany obligations created line of business in the ordinary course any geographic area, to hire any individual or group of individuals or to acquire any business) , entity or the direct assets thereof; (e) Contracts which contain minimum purchase conditions or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money requirements or other financial obligation terms that restrict or limit the purchasing relationships of Target or any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000; (iv) all contracts (other than Insurance Contracts) with any person containing any provisions or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) all contracts relating to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies its Subsidiaries other than in the ordinary course of business, ; (f) Contracts involving annual revenues or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of business; (vi) any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23; (viii) any contract for the provision of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts relating to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on or after January 1, 2000; (xi) all contracts under which either of the Insurance Companies has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of business; (xii) all contracts providing for severance, retention, change of control or other similar payments; and (xiii) all other contracts (other than (i) contracts regarding the purchase or sale of investment assets entered into in the ordinary course of business, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that (A) involve or are reasonably likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material expenditures to the business of Target or any of its Subsidiaries in excess of $100,000; (g) Contracts containing any rights on the Insurance Companies. (b) Each part of any party, including joint venture partners or other entities, to acquire royalty, mining or other property rights from Target or any of the Material Subsidiaries; and (i) Contracts constitutes a legalthat require Target or any of its Subsidiaries to provide indemnification to any other person. All Contracts are valid and binding obligations of Target or any of its Subsidiaries and, to the knowledge of Target, the valid and binding obligation of each Insurance Company other party thereto and are enforceable by Target or its applicable Subsidiary in accordance with their respective terms, and the Target or its applicable Subsidiary is entitled to all rights and benefits thereunder, except for such Contracts which if not so valid and binding would not, individually or in the extent that it is party theretoaggregate, andhave a Materially Adverse effect on Target and its Subsidiaries, taken as a whole. Neither Target nor, to the Knowledge knowledge of SellerTarget, of each other Person that is a party thereto. Each of the Insurance Companies is not, and to the Knowledge of Seller, no any other party to such Material Contract isthereto is in violation of or in default in respect of, in material breach nor has there occurred an event or default of any such Material Contract or, condition which with or without notice or lapse the passage of time or giving of notice (or both) would constitute a default under or entitle any party to terminate, accelerate, modify or call a default under, or trigger any pre-emptive rights or rights of first refusal under, any such Contract except such violations or defaults under such Contracts, which, individually or in the aggregate, would benot have a Materially Adverse effect on Target and its Subsidiaries, in material breach or default of any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary coursetaken as a whole. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contract.

Contracts. (aExcept as set forth in Schedule 3.1(o) Schedule 3.8(a) contains and except for lessee leases, to the knowledge of Basis with respect to Basis Assets or the Business, Basis is not a true and complete list of all the following contracts currently in force or terminated but pursuant to which party to, nor bound by, nor are any of the Insurance Companies continues to have liabilities Basis Assets or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Companies is a party or by which any Assets of the Insurance Companies are bound, as such contracts may have been amended to the date hereof (collectively, the “Material Contracts”):Business subject to: (i) all contracts any contract which (A) has not been entered into or received in the ordinary course of Basis' business and is not consistent with any present prior practice of Basis, or former officer(B) involves the bulk or wellhead purchase, director sale or trustee exchange of in the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans or advances to any such Person or any Affiliate aggregate more than 5,000 barrels of such Person)oil per day; (ii) all contracts with any Person includingmortgage, but not limited to, any Governmental Entity, containing any provision pledge or covenant (A) limiting the ability other form of the Insurance Companies to engage in any line of business, to sell any products or services, to compete with any Person in any geographical area, to do business with any Person or in any location or to employ any Person or (B) limiting the ability of any Person to compete with, or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical areasecured indebtedness for borrowed money; (iii) (A) all contracts any debentures, notes or installment obligations, other than accounts payable arising in the ordinary course of Basis' business, or other instruments for or relating to the any borrowing of money by Basis; (iv) any guaranty of any obligation for borrowings or otherwise, excluding endorsements made for collection, and any other guaranty, which has not been entered into in the Insurance Companies ordinary course of Basis' business; (v) any agreement or arrangement for the sale or lease of any of the Basis Assets (other than any the Surplus Debentures inventory and intercompany obligations created other than in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000; (iv) all contracts (other than Insurance Contracts) with any person containing any provisions or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) all contracts relating to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than in the ordinary course of business, or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets inventory other than in the ordinary course of business; (vi) any partnershipcontract pursuant to which Basis is obligated to make payments, joint venturecontingent or otherwise, joint marketingon account of or arising out of the prior acquisition of the business, strategic alliance or similar contracts;all or substantially all of the assets or stock, of other companies or any division thereof; or (vii) any form other contract, agreement or other instrument not entered into in the ordinary course of contract that any business which is material to the Business and not excluded by reason of the Insurance Companies has entered into provisions of clauses (i) through (vi), inclusive, of this subsection. Except as would not have a MAE with a Producerrespect to the Business, provided that all contracts entered into referred to in Schedule 3.1(o) which are contracts assigned to Genesis OLP are legal, valid and binding obligations of Basis enforceable against it in accordance with Producers are materially comparable their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting the rights of creditors generally or as may be limited by the availability of equitable remedies, including specific performance, subject to the forms discretion of Producer contracts the court before which any proceeding therefor may be brought. Except as set forth on Schedule 3.23; (viii) any contract for the provision of any administrative services with respect to any Insurance Contract3.1(o), including any such assigned contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts relating to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on or after January 1, 2000; (xi) all contracts under which either of the Insurance Companies has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created have not been amended except in the ordinary course of business and (2) mortgage loans generated additions or deletions of leases pursuant to such assigned contracts in the ordinary course of business; (xii) all contracts providing for severance. To the best knowledge of Basis, retention, change of control or other similar payments; and (xiii) all other contracts (other than (i) Basis is not in default, and no notice of alleged default has been received by Basis, under any of such contracts regarding which are assigned contracts and (ii) no other party thereto is in default or alleged to be in default thereunder. Except as separately identified in Schedule 3.1(o), each of the purchase assigned contracts of Basis set forth on Schedule 3.1(o) may be assigned by Basis to Genesis OLP without the consent of any Person, except such as would not have a MAE with respect to the Business or sale for which consent has been obtained. To the best knowledge of investment assets entered into Basis, the rights of Basis under all assigned contracts that are set forth in Schedule 3.1(o) are owned or possessed by Basis free and clear of all Liens, except such as would not have a MAE with respect to the Business. Except as set forth on Schedule 3.1(o), Basis does not know of any cancellation, and Basis has not received any written threat to cancel or not to renew or extend, any such contract which is an assigned contract by or from any other party thereto. To the extent that there are any exchange imbalances relating to assigned contracts that are contracts for the exchange of liquid hydrocarbons, such imbalances are to be settled in the ordinary course of business, (ii) contracts otherwise required to be set forth business and consistent with past practice and would not have a MAE on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that (A) involve or are reasonably likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business of the Insurance CompaniesBusiness. (b) Each of the Material Contracts constitutes a legal, valid and binding obligation of each Insurance Company to the extent that it is party thereto, and, to the Knowledge of Seller, of each other Person that is a party thereto. Each of the Insurance Companies is not, and to the Knowledge of Seller, no other party to such Material Contract is, in material breach or default of any such Material Contract or, with or without notice or lapse of time or both, would be, in material breach or default of any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary course. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contract.

Contracts. (a) Section 2.14(a) of the Seller Disclosure Schedule 3.8(a) contains sets forth a true true, correct and complete list of all the following contracts currently Contracts of Seller in force or terminated but pursuant to which any effect as of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Companies is a party or by which any Assets of the Insurance Companies are bound, as such contracts may have been amended to the date hereof (collectivelysuch Contracts, the “"Material Contracts”"): (i) all contracts with any present agreement (or former officergroup of related agreements) for the (A) purchase, director lease or trustee transfer of the Insurance Companies any real or personal property, Products, materials, supplies or services to Seller of an amount or value in excess of $15,000 or (includingB) sale, but not limited tolease or other transfer of any real or personal property, employment contracts and contracts evidencing loans Products, materials, supplies or advances to any such Person or any Affiliate of such Person)services by Seller; (ii) all contracts any supply and/or sourcing agreement; (iii) any agreement concerning a partnership, joint development or joint venture with any Person includingother person; (iv) any mortgages, but not limited toindentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit (including guarantees); (v) any Governmental Entityagreement concerning confidentiality or any agreement, contract or commitment containing any provision or covenant (A) limiting the ability freedom of the Insurance Companies Seller to engage in any line of business, to sell any products business or services, to compete with any Person in any geographical area, to do business with any Person or in any location or to employ any Person or (B) limiting the ability of any Person to compete with, or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical area; (iii) (A) all contracts relating to the borrowing of money by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000; (iv) all contracts (other than Insurance Contracts) with any person containing any provisions or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) all contracts relating to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than in the ordinary course of business, or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of businessperson; (vi) any partnership, joint venture, joint marketing, strategic alliance agreement involving any of the stockholders of Seller or similar contractstheir affiliates; (vii) any form profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plan or arrangement for the benefit of contract that any of the Insurance Companies has entered into with a ProducerSeller's current or former directors, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23officers, Employees or consultants; (viii) any contract for the provision of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agentscollective bargaining agreement; (ix) all outstanding powers any Employment Agreement or consulting agreement, offer of attorney employment, contract or similar delegations of authority of the Insurance Companiescommitment with an Employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization; (x) all contracts relating to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on or after January 1, 2000; (xi) all contracts agreement under which either of the Insurance Companies Seller has made advances advanced or loans loaned any amount to any other Person of its directors, officers, or Employees other than (1) the Surplus Debentures and intercompany obligations created business travel advances in the ordinary course of business consistent with past practice; (xi) any royalty agreement or any other agreement obligating payments by Seller in connection with the sale of Products or services by Seller, listing the parties thereto and (2) mortgage loans generated in the ordinary course duration of businessand amount of such royalties or other payment; (xii) all contracts any volume purchase and master purchase agreements (A) where Seller is the purchaser of an amount or value in excess of $15,000 or (B) where Seller is required, obligated or entitled to make sales to any person; (xiii) any maintenance agreements of an amount or value in excess of $15,000; (xiv) any agreement providing for severanceindemnification obligations by Seller with respect to the sale of Products or services of or otherwise related to the Business; (xv) any fidelity or surety bond or completion bond; (xvi) any requirements Contract relating to obligations to purchase all or substantially all of any product as well as to supply all or substantially all of any Product; (xvii) any agreement, retentionContract or commitment relating to capital expenditures or the acquisition by purchase or lease of fixed assets of an amount or value in excess of $15,000; (xviii) any agreement that by its terms does not terminate prior to one (1) year after the date of this Agreement; (xix) any purchase order or Contract for the purchase of materials of an amount or value in excess of $1,500 individually or $3,000 in the aggregate; (xx) any construction contracts of an amount or value in excess of $5,000; (xxi) any distribution, change of control joint marketing or other similar paymentsresearch and development agreement; and (xiiixxii) all any other contracts (other than agreement, Contract or commitment related to or used in the Business not listed in (i) contracts regarding through (xxi) above. (b) Seller has delivered to Buyer a true, correct and complete copy of each written Contract listed in Section 2.14(a) of the purchase Seller Disclosure Schedule and each other written Transferred Agreement and a written summary setting forth the terms and conditions of each oral agreement referred to in Section 2.14(a) of the Seller Disclosure Schedule and each other oral Transferred Agreement. Seller has in all respects (except in immaterial respects) performed, or sale is now performing, the obligations of, and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of investment assets entered into the terms or conditions of any Contract listed in Section 2.14(a) of the ordinary course Seller Disclosure Schedule or any other Transferred Agreement, and Seller is not aware of businessany event that would constitute such a breach, (iiviolation or default with the lapse of time, giving of notice or both. Each Contract is in full force and effect and, except as otherwise disclosed in Section 2.14(b) contracts otherwise required of the Seller Disclosure Schedule, is not subject to be set forth on Schedule 3.8(a) any default thereunder by any party obligated to Seller pursuant thereto. Each Contract is a valid and enforceable obligation against Seller and against the other party thereto in accordance with its terms. No third party has raised any claim, dispute or controversy with Seller with respect to Sections 3.8(i) through (xii) any of the Contracts, nor has Seller received written notice or Schedule 3.23 and (iii) warning of alleged nonperformance, delay in delivery or other contracts which are expressly excluded noncompliance by Seller with respect to its obligations under any other subsection such Contracts. (c) Schedule 1.1(c) of this Section 3.8) the Seller Disclosure Schedule accurately lists all Transferred Agreements. The Transferred Agreements, together with any Contracts that (A) involve are Excluded Assets, are all of the Contracts between any Seller and any third party related to, used in, or are reasonably likely necessary for, the operation of the Business as currently conducted. Following the Closing Date, Buyer will be permitted to involve exercise all of the payment pursuant to rights any Seller had under the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice Transferred Agreements without the payment of any penalty byadditional amounts or consideration other than ongoing fees, royalties or any other material adverse consequence to, payments which Seller would otherwise be required to pay had the Insurance Companies, or (B) are otherwise material to the business of the Insurance Companiestransactions contemplated by this Agreement not occurred. (bd) Each There are no purchase orders for which advance payments have been made by the purchasers prior to delivery by Seller of the Material Contracts constitutes a legal, valid related Products or services or for which advance payment has been made and binding obligation of each Insurance Company to the extent that it is party thereto, and, to the Knowledge of Seller, of each other Person that is a party thereto. Each of the Insurance Companies is not, and to the Knowledge of Seller, no other party to such Material Contract is, in material breach related Products or default of any such Material Contract or, with or without notice or lapse of time or both, would be, in material breach or default of any such Material Contract. None of such Material Contracts services have not been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary courseprovided. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contract.

Contracts. (a) Section 6.12(a) of the Disclosure Schedule 3.8(a(with subparagraph references corresponding to those set forth below) contains a true and complete correct list of all each of the following contracts currently in force Contracts or terminated but pursuant other arrangements ("Material Contracts") (true and correct copies or, if no such copies are available, reasonably complete and accurate written descriptions of which, together with all amendments, modifications and supplements thereto and all waivers of any terms thereof, have been delivered to Purchaser prior to the execution of this Agreement), (x) with respect to the Business, (y) to which any of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Limited Companies is a party or (z) to which any of the Sellers is a party and by which any Assets of the Insurance Companies are Transferred Assets, the Limited Stock or the APX-Brazil Stock is bound, as such contracts may have been amended to the date hereof (collectively, the “Material Contracts”):applicable: (i) (x) all contracts with Contracts (excluding Employee Benefit Plans) involving, individually, any present or former officer, director or trustee payment obligation on the part of any of the Insurance Sellers or the Limited Companies (including, but not limited to, of an amount exceeding $75,000 and providing for a commitment of employment contracts and contracts evidencing loans or advances consultation services for a specified or unspecified term to any such Person employee; and (y) any written or unwritten representations, commitments, promises, communications or courses of conduct (excluding Employee Benefit Arrangements, Employee Benefit Plans and Foreign Benefit Plans and not embodied in a Contract) involving an obligation of the Sellers relating to the Business or any Affiliate of such Person)the Limited Companies to make payments in any year, other than salary or incentive compensation payments in the ordinary course of business, to any Employee exceeding $75,000; (ii) all contracts Contracts with any Person including, but not limited to, any Governmental Entity, containing any provision or covenant that directly or indirectly prohibits or limits (Ax) limiting the ability of the Insurance Sellers or any of the Limited Companies to engage in any line of businessbusiness activity the same as or similar to, to sell any products or services, to compete with any Person engaged in any geographical areabusiness activity as are the same as or similar to those of, to do business with any Person the Business or in any location or to employ any Person the APX Continuing Business or (By) limiting the ability of any Person to compete with, with the Sellers or obtain or provide products or services from any of the Limited Companies or to the Insurance Companies engage in any line business activity the same as or similar to those of business the Business or in any geographical areathe APX Continuing Business; (iii) (A) all contracts relating to partnership, joint venture, shareholders' or other similar Contracts with any Person in connection with the borrowing of money by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) Business or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000APX Business; (iv) the form of all contracts (other than Insurance Contracts) Contracts with any person containing any provisions independent contractors, distributors, dealers, manufacturer's representatives, sales agencies or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effectfranchisees; (v) all contracts Contracts relating to (A) the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) acquisition of any Assets of Transferred Assets, the Insurance Companies Limited Stock or the APX-Brazil Stock, other than dispositions or acquisitions in the ordinary course of businessbusiness consistent with past practice and in accordance with the terms of this Agreement, or for and (B) any Business Combination relating to the grant to Assets, any person of any preferential rights to purchase or use any Assets of the Insurance Limited Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of businessor APX-Brazil; (vi) all Contracts relating to Indebtedness in excess of $250,000 or any partnership, joint venture, joint marketing, strategic alliance guarantees of Indebtedness or similar contractsother Liabilities of MSX or any Limited Company to any third Person; (vii) all material Contracts between or among any form Limited Company, on the one hand, and either Seller, any officer, director, Affiliate or Associate of contract that either Seller or any Associate of any such officer, director or Affiliate, on the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23other hand; (viii) any contract for the provision of any administrative services all other Contracts with respect to the Business or the Assets that involve the payment or potential payment, pursuant to the terms of any Insurance such Contract, including any such contracts with third party administrators or managing general agentsof more than $250,000; (ix) all outstanding powers of attorney collective bargaining or similar delegations of authority of the Insurance Companieslabor contracts; (x) a list of the names of all contracts relating employees, independent contractors or agents who are parties to MascoTech's Proprietary Confidential Information and Invention Assignment Agreement with respect to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on or after January 1, 2000Business; (xi) all contracts under which either of the Insurance Companies has made advances or loans Contracts relating to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of business;Intellectual Property; and (xii) all contracts providing for severanceContracts relating to the APX Acquisition, retention, change of control the APX Business or APX Brazil other than any Contracts or other similar payments; and (xiii) all other contracts (other than (i) contracts regarding arrangements assumed by any of the purchase or sale of investment assets entered into in the ordinary course of business, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that (A) involve or are reasonably likely to involve the payment Sellers pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business of the Insurance CompaniesAPX Purchase Agreement. (b) Each Contract required to be disclosed in Section 6.12(a) of the Material Contracts Disclosure Schedule is in full force and effect and constitutes a legal, valid and binding obligation agreement, enforceable in accordance with its terms of each Insurance Company the Sellers or any of the Limited Companies, as the case may be, and (to the extent that it is knowledge of the Sellers) each other party thereto; and none of the Sellers or any of the Limited Companies, andnor, to the Knowledge knowledge of either Seller, of each other Person that is a party thereto. Each of the Insurance Companies is not, and to the Knowledge of Seller, no any other party to such Material Contract is, or has received notice that it is, in material violation or breach of or default of under any such Material Contract or, (or with or without notice or lapse of time or both, would be, be in material violation or breach of or default of under any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary course). (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contract.

Contracts. (a) Schedule 3.8(a) contains a true and complete list 4.15 lists each Contract of all the following contracts currently in force or terminated but pursuant types to which any of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Companies BBT and each Selling Entity is a party or by which any Assets of the Insurance Companies are bound, as such contracts may have been amended it is bound relating to the date hereof (collectively, Business or the “Material Contracts”):Purchased Assets: (ia) all contracts Contracts with any present or former five percent (5%) stockholder, director, officer, director employee or trustee of the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans consultant or advances to any such Person or with any Affiliate of such a Selling Entity; (b) Contracts for the purchase of, or payment for, supplies or products, or for the performance of services, from or by a third party, in excess of $10,000 with respect to any one supplier or other party; (c) Contracts to sell or supply products, Inventory or other property to, or to perform services for, a third party, that involve an amount in excess of $10,000 with respect to any one customer or other party; (d) Contracts to sell any product or provide any service to a governmental or regulatory body; (e) Contracts limiting or restraining any Selling Entity from engaging or competing in any lines or business with any Person; (f) Contracts with any customer providing for a volume refund, retrospective price adjustment or price guarantee; (g) Contracts to lease to, or to operate for, any other party any asset that involves an amount in excess of $5,000 in any individual case (other than Real Estate Leases and Personal Property Leases identified on a Schedule); (iih) all contracts with Any notes, debenture, bonds, conditional sale agreements, equipment trust sale and lease-back and leasing agreements, letter of credit agreements, reimbursement agreements, loan agreements or other Contracts for the borrowing or lending of money (including loans to or from officers, directors, shareholders or Affiliates of any Person includingSelling Entity), but not limited to, any Governmental Entity, containing any provision or covenant (A) limiting the ability of the Insurance Companies to engage in any agreements or arrangements for a line of businesscredit or for a guarantee of, to sell any products or servicesother undertaking in connection with, to compete with any Person in any geographical area, to do business with any Person or in any location or to employ any Person or (B) limiting the ability indebtedness of any Person to compete with, or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical areaother Person; (iiii) Contracts creating or recognizing any Encumbrances with respect to any Purchased Assets; (Aj) all contracts relating to the borrowing of money by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money Contracts with distributors, manufacturers' sales representatives or other financial obligation of sales agents; (k) Contracts that relate in whole or in part to any Person Software, technical assistance or other liability of the Insurance Companies in respect of indebtedness for borrowed money know-how or other financial obligations of Intellectual Property right; (l) Contracts for any Person, including, but not limited to, lines of credit capital expenditure or similar facilities and (B) any contract involving the deferred purchase price of property leasehold improvement in excess of $10,000;5,000; and (ivm) all contracts Any other Contracts (other than Insurance Contracts) with any person containing any provisions or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could those that may be expected to have, individually or terminated on not more than 30 days' notice without Liability and those described in the aggregate, a Material Adverse Effect; (v) all contracts relating to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than in the ordinary course of business, or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of business; (vi) any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23; (viiia) any contract for the provision of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agents; through (ixl) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (xabove) all contracts relating to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on or after January 1, 2000; (xi) all contracts under which either of the Insurance Companies has not made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of business; (xii) all contracts providing for severance, retention, change of control or other similar payments; and (xiii) all other contracts (other than (i) contracts regarding the purchase or sale of investment assets entered into in the ordinary course of business, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that (A) involve or are reasonably likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business of Business or the Insurance CompaniesPurchased Assets. (b) Each of the Material Contracts constitutes a legal, valid and binding obligation of each Insurance Company to the extent that it is party thereto, and, to the Knowledge of Seller, of each other Person that is a party thereto. Each of the Insurance Companies is not, and to the Knowledge of Seller, no other party to such Material Contract is, in material breach or default of any such Material Contract or, with or without notice or lapse of time or both, would be, in material breach or default of any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary course. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contract.

Contracts. (a) Schedule 3.8(a) contains 3.10 sets forth, as of the date hereof, a true and complete list of all of the following contracts currently in force or terminated but pursuant Contracts and Other Agreements to which any of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Companies Company is a party or by which any Assets of the Insurance Companies are bound, as such contracts may have been amended to the date hereof (collectively, the “Material Contracts”): party: (i) all contracts contracts, severance agreements, non-competition agreements, non-disclosure agreements or any other type of contract or understanding with any present current or former holder of at least 10% of the outstanding Company Common Stock, or any current or former officer, director director, employee or trustee of person retained by the Insurance Companies Company (including, but not limited towithout limitation, employment contracts independent consultants and contracts evidencing loans or advances to any such Person or any Affiliate of such Personcommission agents); ; (ii) all contracts and other agreements with any labor union or association representing any employee of the Company; (iii) partnership, joint venture or license agreements; (iv) indentures, mortgages, promissory notes, loan agreements, guarantees or other agreements or commitments for the borrowing of money or for a line of credit; (v) contracts with any Person includingperson to sell, but not limited to, distribute or otherwise market any Governmental Entity, containing any provision or covenant (A) limiting the ability of the Insurance Companies to engage in any line of business, to sell any Company's products or services, to compete with any Person in any geographical area, to do business with any Person or in any location or to employ any Person or (B) limiting the ability of any Person to compete with, or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical area; (iii) (A) all contracts relating to the borrowing of money by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000; (iv) all contracts (other than Insurance Contracts) with any person containing any provisions or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) all contracts relating to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than in the ordinary course of business; (vi) contracts (other than those terminable without penalty on not more than thirty (30) days notice) for the purchase or lease of materials, supplies, goods, services, equipment or other assets providing for future aggregate payments by the Company of $25,000 or more; (vii) contracts for the sale of any material assets of the Company other than in the ordinary course of business or the grant to any person of any options or preferential rights to purchase or use any Assets material assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of business; (vi) any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23; Company; (viii) contracts under which the Company agrees to indemnify any contract for party, to guarantee any third party obligations or to share the provision tax liability of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agents; party; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts relating to the acquisition by the Insurance Companies Company of any operating business or the capital stock of any other Person entered into on person; (x) contracts containing obligations or after January 1, 2000; liabilities of any kind to holders of the Company Securities; (xi) all contracts under which either for the payment of fees or other consideration to any current or former employee, consultant, officer or director of the Insurance Companies has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of business; Company; (xii) all contracts providing leases or options or rights of first refusal for severance, retention, change the purchase or lease of control or other similar paymentsany real property; and (xiii) all other contracts which contain any material non compete or exclusivity provisions with respect to any business or geographic area in which business is conducted with respect to the Company or which restricts the conduct of any business by the Company or any geographic area in which the Company may conduct business or requires exclusive referrals of any business, in each case in any material respect; or (other than (ixiv) contracts regarding with any person for the purchase or sale provision of investment assets entered into in banking or financial consulting services by the ordinary course Company. There have been delivered or made available to SETO true and complete copies of business, (ii) contracts otherwise required to be all such Contracts and Other Agreements as set forth on Schedule 3.8(a) 3.10. All of such Contracts and Other Agreements are in full force and effect with respect to Sections 3.8(i) through (xii) or Schedule 3.23 the Company and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that (A) involve or are reasonably likely to involve the payment pursuant in full force and effect with respect to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business of the Insurance Companiesparties thereto. (b) Each of the Material Contracts constitutes a legal, valid and binding obligation of each Insurance Company to the extent that it is party thereto, and, to the Knowledge of Seller, of each other Person that is a party thereto. Each of the Insurance Companies is not, and to the Knowledge of Seller, no other party to such Material Contract is, in material breach or default of any such Material Contract or, with or without notice or lapse of time or both, would be, in material breach or default of any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary course. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contract.

Contracts. (aSection 4(q) of the Sellers Disclosure Schedule 3.8(a) contains a true and complete list of all lists the following contracts currently in force or terminated but pursuant Contracts to which any of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Companies Target is a party or by or to which any Assets Target or any of its respective assets is bound or subject, or which are Assigned Contracts (each, whether or not set forth in Section 4(q) of the Insurance Companies are boundSellers Disclosure Schedule, as such contracts may have been amended to the date hereof (collectively, the a “Material ContractsContract”): (i) all contracts with any present Contract (or former officer, director group of related Contracts) for the lease of personal property to or trustee from any Person providing for lease payments in excess of the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans or advances to any such Person or any Affiliate of such Person)$50,000 per annum; (ii) all contracts with any Person includingContract (or group of related Contracts) for the purchase or sale of raw materials, but not limited tocommodities, any Governmental Entitysupplies, containing any provision products, or covenant (A) limiting other personal property, or for the ability furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or involve consideration in excess of $50,000, in either case, as of the Insurance Companies to engage in any line date of business, to sell any products or services, to compete with any Person in any geographical area, to do business with any Person or in any location or to employ any Person or (B) limiting the ability of any Person to compete with, or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical areathis Agreement; (iii) (A) all contracts relating any Contract that relates to the borrowing of money acquisition or disposition by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies Target of any obligation of any Person for borrowed money business or other financial obligation operations, capital stock or assets of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial any real estate as to which there are any material ongoing obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000such Target; (iv) all contracts any Contract concerning a partnership, joint venture, limited liability company, strategic alliance or other similar agreement or arrangement (other than Insurance Contracts) with including any person containing any provisions agreement providing for joint research, development or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effectmarketing); (v) all contracts relating to the future disposition any Contract (includingor group of related Contracts) under which it has created, but not limited toincurred, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than in the ordinary course of businessassumed, or guaranteed any indebtedness for the grant to borrowed money, or any person of any preferential rights to purchase or use any Assets of the Insurance Companies other thancapitalized lease obligation, in the case excess of each $50,000 or under which it has suffered a Lien on any of the foregoingits assets, any contracts for the sale of investment assets in the ordinary course of businesstangible or intangible; (vi) any partnershipContract that (A) limits the freedom of any Target to engage in any line or type of business in any particular geographic area or any particular medium, joint ventureto compete with any Person, joint marketingto solicit for employment, strategic alliance hire or similar contractsobtain the services of any Person, (B) contains exclusivity obligations or restrictions binding on any Target or that would be binding on Buyer or any of its Affiliates after the Closing, or (C) provides for a preferred or “most favored nations” status for any party thereto; (vii) any form agreement (A) restricting, granting, transferring, indemnifying or otherwise relating to Intellectual Property that is material to the Business (other than licenses for commercially available “off-the-shelf” software involving license fees of contract that less than $50,000 per annum), (B) pursuant to which any third Person creates, develops or customizes for or on behalf of the Insurance Companies has entered into with a Producer, provided Targets any Intellectual Property that all contracts entered into with Producers are materially comparable is material to the forms of Producer contracts set forth on Schedule 3.23Business, or (C) pursuant to which any third Person provides support or maintenance for software material to the Business; (viii) any contract Contract granting a right of first refusal or first offer or similar rights to any Person; (ix) any investment advisory Contract or other Contract relating to investment management, investment advisory or subadvisory services; (x) any Contract for the provision of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts relating to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on or after January 1, 2000; (xi) all contracts under which either of the Insurance Companies has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of businessReinsurance Agreement; (xii) all contracts providing for severance, retention, change of control or other similar payments; andany material Contract concerning confidentiality; (xiii) all any Intercompany Agreement, Shared Contract or Multiparty Contract; (xiv) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other contracts plan, program, Contract or arrangement for the benefit of any current or former directors, officers, employees, or independent contractors of the Business; (other than xv) any collective bargaining agreement or similar agreement; (ixvi) contracts regarding any Contract for the purchase employment or sale of investment assets entered into in the ordinary course of business, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that retention (A) involve as an employee or are reasonably likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment a contractor of any penalty byindividual or entity on a full-time, part-time, consulting, or any other material adverse consequence to, the Insurance Companiesbasis, or (B) are otherwise material of any Business Employee; (xvii) any Contract under which it has advanced or loaned any amount to any Business Employees; (xviii) any Contract under which the business consequences of a default or termination by any party thereto could have a Material Adverse Effect; (xix) any Contract with any Governmental Authority; (xx) any Contract under which any Target has advanced or loaned any Person an amount exceeding $50,000; or (xxi) any other Contract (or group of related Contracts) the performance of which involves consideration in excess of $50,000. Sellers have delivered to Buyer a correct and complete copy of each written agreement (as amended to date) listed in Section 4(q) of the Insurance Companies. (bSellers Disclosure Schedule and a written summary setting forth the material terms and conditions of each oral agreement referred to in Section 4(q) Each of the Material Contracts constitutes Sellers Disclosure Schedule. With respect to each such agreement: (A) the agreement is a legal, valid valid, and binding obligation of each Insurance Company to party thereto and is enforceable against each such party in accordance with its terms and is in full force and effect; (B) neither the extent that it is party thereto, andapplicable Target nor, to the Knowledge of SellerSellers, of each other Person that is a party thereto. Each of the Insurance Companies is not, and to the Knowledge of Seller, no any other party to such Material Contract is, agreement is in material violation or breach of or in default under the agreement (or is alleged to be in violation or breach of any such Material Contract or, or in default under the agreement); (C) no event has occurred that with or without notice or lapse of time or both, would be, in constitute a material breach or default thereunder by any party, or permit termination, modification, or acceleration of the agreement by any party; (D) no party thereto has provided any notice of any such Material Contract. None of such Material Contracts have been intention to terminate the agreement; (E) the agreement does not contain any provisions providing that the agreement may be terminated or threatened in writing to modified or that performance thereunder may be terminated, except for those Material Contracts that terminate in the ordinary course. (c) True and complete copies of each accelerated by reason of the Material Contractstransactions contemplated by this Agreement or the Ancillary Agreements; and (F) neither the applicable Target nor, including all amendmentsto the Knowledge of Sellers, supplements and modifications any other party to each Material Contract, have been provided to Buyer. In such agreement has repudiated any material provision of the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contractagreement.

Contracts. (a) Except as set forth on Schedule 3.8(a) contains a true and complete list of all the following contracts currently in force or terminated but pursuant to which any of the Insurance Companies continues to have liabilities or receive benefits"G", in each case excluding Insurance Contracts, to which either of the Insurance Companies neither Chem-Con nor its Subsidiaries is a party to or by which bound by: 4.9.1.1 any Assets collective bargaining agreements or any agreements that contain any severance pay liabilities or obligations; 4.9.1.2 any bonus, deferred compensation, pension, profit-sharing or retirement plans, programs or other similar employee benefit arrangements; 4.9.1.3 any employment agreement, contract or commitment with an employee; 4.9.1.4 any agreement of the Insurance Companies are bound, as such contracts may have been amended to the date hereof (collectively, the “Material Contracts”): (i) all contracts with any present guaranty or former officer, director indemnification running from Chem-Con or trustee of the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans or advances its Subsidiaries to any such Person person or any Affiliate of such Person); (ii) all contracts with any Person entity, including, but not limited to, any Governmental EntityAffiliate, other than guarantees or indemnifications issued in the ordinary course of Chem-Con's business relating solely to the indemnification of certain of its customers due to Chem-Con's disposal of waste generated by such customers at permitted disposal facilities not affiliated with Chem-Con; 4.9.1.5 any agreement, contract or commitment which would reasonably be expected to have a material adverse impact on the business of Chem-Con or its Subsidiaries; 4.9.1.6 any agreement, indenture or other instrument which contains restrictions with respect to payment of dividends or any other distribution in respect of Chem-Con or its Subsidiaries or any other outstanding securities of Chem-Con or its Subsidiaries; 4.9.1.7 any agreement, contract or commitment containing any provision or covenant (A) limiting the ability freedom of the Insurance Companies Chem-Con or its Subsidiaries to engage in any line of business, to sell any products business or services, to compete with any Person in any geographical area, to do business with any Person or in any location or to employ any Person or (B) limiting the ability of any Person to compete with, or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical areaperson; (iii) (A) all contracts 4.9.1.8 any agreement, contract or commitment relating to the borrowing of money by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property capital expenditures in excess of ten thousand dollars ($10,00010,000.00) and involving future payments; (iv) all contracts (other than Insurance Contracts) with 4.9.1.9 any person containing any provisions agreement, contract or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) all contracts relating to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than in the ordinary course of business, or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of business; (vi) any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23; (viii) any contract for the provision of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts commitment relating to the acquisition by the Insurance Companies of any operating business assets or the capital stock of any other Person entered into on or after January 1, 2000business enterprise; (xi) all contracts under which either 4.9.1.10 any contract with the Department of Defense or any other department or agency of the Insurance Companies has made advances United States Government, or loans to any other Person other than (1) subcontract under any such contract, which is subject to renegotiation under the Surplus Debentures and intercompany obligations created Renegotiation Act of 1951, as amended; or 4.9.1.11 any agreement, contract or commitment not made in the ordinary course of business and which involves Ten Thousand Dollars (2) mortgage loans generated in the ordinary course of business; (xii) all contracts providing for severance, retention, change of control or other similar payments; and (xiii) all other contracts (other than (i) contracts regarding the purchase or sale of investment assets entered into in the ordinary course of business, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii$10,000) or Schedule 3.23 and more or has a remaining term of one (iii1) other contracts which are expressly excluded under any other subsection of this Section 3.8) that (A) involve or are reasonably likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 year or more within any 12 month period from December 31, 1998, or $100,000 in the aggregate during the terms of such contracts and are is not terminable cancelable on 30 thirty (30) days or less notice without the payment of penalty. Neither Chem-Con nor its Subsidiaries has breached, and there is not any penalty byclaim, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business of the Insurance Companies. (b) Each of the Material Contracts constitutes a legal, valid and binding obligation of each Insurance Company to the extent that it is party thereto, andor, to the Knowledge best of SellerChem-Con's or the Sullivans or the Xxxxxxxx Trusts' knowledge, of each other Person any claim that is a party thereto. Each Chem-Con or its Subsidiaries have breached any of the Insurance Companies is notterms or conditions of any agreement, and to contract or commitment set forth in this Agreement or in any of the Knowledge Schedules attached hereto or of Sellerany other agreement, no other party to contract or commitment, if any such Material Contract is, in material breach or default of any such Material Contract or, with or without notice or lapse of time or both, would be, in material breach or default of any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate breaches in the ordinary courseaggregate could result in the imposition of damages or the loss of benefits in an amount or of a kind material to Chem-Con or its Subsidiaries. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contract.

Contracts. (a) Except as set forth on Schedule 3.8(a) contains a true and complete list of all 2.14, the following contracts currently in force or terminated but pursuant to which any of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Companies Company is not a party to or bound by which any Assets of the Insurance Companies are bound, as such contracts may have been amended to the date hereof (collectively, the “Material Contracts”):written: (i) all contracts collective bargaining agreement or other Contract with any present or former officer, director or trustee of the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans or advances to any such Person or any Affiliate of such Person)labor union; (ii) all contracts with any Person including, but not limited to, any Governmental Entity, Contracts containing any provision or covenant covenants (Aincluding confidentiality provisions if applicable) limiting the ability freedom of any employee, consultant, manager, member or Affiliate of the Insurance Companies Company, to engage in any line of business, to sell any products or services, to compete with any Person person or that otherwise have the effect of restricting in any geographical areamaterial respect the employee, to do business with any Person consultant, manager, member or in any location Affiliate of the Company from the development, manufacture, marketing or to employ any Person or (B) limiting the ability distribution of any Person to compete withproducts and/or services, or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical areaincluding without limitation, non-competition, non-solicitation and standstill obligations; (iii) (A) all contracts Contract relating to Indebtedness or to the borrowing mortgaging or pledging of, or otherwise placing a Lien on, any of money by the Insurance Companies (other than its assets or any the Surplus Debentures and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000its securities; (iv) all contracts (other than Insurance Contracts) Contract which prohibits it from freely engaging in business or competing with any person containing any provisions or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or Person anywhere in the aggregate, a Material world during any period of time without any limitation or Adverse EffectConsequences; (v) all contracts relating to the future disposition (including, but not limited to, restrictions on transfer Contract under which it has advanced or rights of first refusal) of loaned any Assets of the Insurance Companies other than in the ordinary course of business, or for the grant to Person any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of businessamounts; (vi) any partnershipContract creating an obligation of the Company to purchase goods, joint venture, joint marketing, strategic alliance materials or similar contractsservices; (vii) Contract requiring the Company to indemnify or hold harmless any form of contract that any of Person whereby the Insurance Companies has entered into with a ProducerCompany is, provided that all contracts entered into with Producers are materially comparable or could reasonably be anticipated to the forms of Producer contracts set forth on Schedule 3.23be, responsible for indemnification obligations; (viii) any contract for the provision of any administrative services warranty Contract with respect to any Insurance Contractits services rendered or its products sold, including any such contracts with third party administrators leased or managing general agentslicensed; (ix) all outstanding powers of attorney or similar delegations of authority any Contract with any of the Insurance CompaniesMembers, the Company or their respective Affiliates; (x) all contracts relating Contract that provides any customer with pricing, discounts or benefits that change based on the pricing, discounts or benefits offered to other customers of the acquisition by the Insurance Companies of Company, including any operating business or the capital stock of any other Person entered into on or after January 1, 2000Contract which contains a “most favored nation” provision; (xi) all contracts under which either Contract providing for the provision of the Insurance Companies has made advances or loans free products to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of businessPerson; (xii) all contracts providing for severance, retention, change of control or other similar payments; andContract which contains performance guarantees; (xiii) all other contracts Contract with a license of Intellectual Property to or from the Company; (other than xiv) Contract involving the settlement of any Action or Proceeding or threatened Action or Proceeding; (ixv) contracts regarding Contract appointing any agent to act on its or their behalf or any power of attorney; (xvi) Contract relating to the purchase acquisition or sale of investment assets the Business (or any material portion thereof), whether or not consummated; (xvii) Contract with any Governmental or Regulatory Authority; (xviii) partnership, joint venture or other similar Contract involving a share of profits, losses, costs, or liabilities with any other Person; (xix) any lease for operating equipment or other personal property; or (xx) other Contract material to the Company, whether or not entered into in the ordinary course of business. (b) The Company has no and is not bound by any oral Contracts. A true, correct and complete copy of each written Material Contract (iias defined below) contracts otherwise has been made available to Buyer. With respect to the Company’s obligations thereunder and, with respect to the obligations of the other parties thereto, all of the Contracts set forth or required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) 2.14 or Schedule 3.23 and 2.15 (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that (A) involve or are reasonably likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (Beach a “Material Contract”) are otherwise material to valid, binding and enforceable against the business of the Insurance Companies. Company (b) Each of the Material Contracts constitutes a legal, valid and binding obligation of each Insurance Company to the extent party thereto) and enforceable by the Company (to the extent party thereto) against the other parties thereto, in accordance with their respective terms. The Company (to the extent party thereto) has performed all obligations required to be performed by them under such Contracts and the Company has not received any notice that it is party thereto, and, in default under or in breach of any such Contract. Prior to the Knowledge date hereof, (i) no event has occurred which with the passage of Sellertime or the giving of notice or both would result in a default, breach or event of each other Person that is a party thereto. Each of noncompliance by the Insurance Companies is not, and Company under any such Contract; (ii) to the Knowledge of SellerCompany’s knowledge, no other party to any such Material Contract isis in breach thereof or default thereunder and none of the Company or any Member has received any notice of termination, in material cancellation, breach or default of under any such Material Contract orContract; and (iii) there are no renegotiations of, with attempts to renegotiate, or without notice outstanding rights to renegotiate any material amounts paid or lapse of time or both, would be, in material breach or default of payable to the Company under any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary course. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements Contracts with any Person and modifications no such Person has made written demand for such renegotiation. The Company (to the extent party thereto) shall have the benefit of each Material Contract, have been provided Contract and shall be entitled to Buyer. In enforce each such Contract immediately following the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material ContractClosing.

Contracts. (a) Section 3.10(a) of the Disclosure Schedule 3.8(alists the following Contracts, in effect as of the date of this Agreement, to which any Seller is a party that is Principally Related to the Outlet Business (each Contract so listed and each Real Property Lease is a “Major Contract”): (1) contains each employment agreement (other than those that are terminable at will by any Seller without any Liability or other obligation to any Seller, except any Liability or other obligation with respect to services rendered before the termination thereof); (2) each covenant not to compete that restricts the Outlet Business as presently conducted; (3) each operating lease (as lessor or lessee) of tangible personal property (other than any such lease calling for payments of less than $10,000 per 12-month period); (4) each Contract to pay or receive any royalty or license fee or to license (either as licensor or licensee) any Intellectual Property (other than any (A) license with any Seller or any Affiliate of any Seller, but no other Person, that terminates at the Effective Time, (B) license for Intellectual Property embedded in any equipment or fixture, (C) non-exclusive implied license of Intellectual Property or (D) non-exclusive license for the use of any commercially available off-the-shelf software); (5) each Contract regarding any management, personal service or consulting or other similar type of Contract under which there exists aggregate future payments in excess of $10,000 per Contract (other than those (A) that are terminable at will or upon not more than 90 days’ notice by any Seller without any Liability or other obligation to any Seller, except any Liability or other obligation with respect to services rendered before the termination thereof, or (B) entered into in connection with a license); (6) each Contract for the purchase by any Seller of any supply or product that calls for performance over a period of more than 12 months (other than those that are terminable at will or upon not more than 90 days’ notice by any Seller without any Liability or other obligation to any Seller, except any Liability or other obligation with respect to any supply or product purchased before the termination thereof); (7) each mortgage agreement, deed of trust, security agreement, purchase money agreement, conditional sales contract or capital lease created or assumed by, or permitted to be created by written document made or accepted by, any Seller (other than any (A) purchase money agreement, conditional sales contract or capital lease evidencing any Encumbrance only on tangible personal property under which there exists aggregate future payments less than $10,000 per Contract or (B) protective filing of any financing statement under the Uniform Commercial Code); (8) each Contract under which any Seller is obligated to repay or has guaranteed any outstanding indebtedness for borrowed money or remains obligated to lend to or make any investment in (in the form of a loan, capital contribution or otherwise) any other Person, other than any other Seller; (9) each Contract under which any Seller has advanced or loaned any other Person, other than any other Seller, outstanding amounts in the aggregate for such Person exceeding $10,000; (10) each outstanding power of attorney with respect to any Seller (other than those entered into in its Ordinary Course of Business in connection with any Intellectual Property or Tax matter); (11) each Contract with any distributor or broker of any product or service offered by any Seller; (12) each Contract for any advertising or promotional service or website design or hosting; (13) each Contract for the sale of any product or service offered by any Seller that calls for performance over a period of more than six months (other than those that are terminable at will or upon not more than 90 days’ notice by any Seller without any Liability or other obligation to any Seller except any Liability or other obligation with respect to products or services ordered before the termination thereof); (14) agreements of any Seller for mergers, consolidations or reorganizations or for the purchase or sale of material assets (other than in its Ordinary Course of Business) or all or substantially all of a Person’s business and assets; (15) each Contract with finders, brokers or underwriters (other than under which Buyer will have no obligation); and (16) each other Contract not entered into in the Ordinary Course of Business of the applicable Seller (other than any Contract calling for payments by or to any Seller of less than $10,000 per 12-month period). (b) Exhibit 1.1(a)(1) sets forth a true and complete list of all the following contracts currently in force or terminated but pursuant Contracts to which any of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Companies Seller is a party or by which any Assets of the Insurance Companies are bound, as such contracts may have been amended that is Principally Related to the date hereof Outlet Business, other than Excluded Contracts and Contracts that are terminable at will or upon not more than 90 days’ notice by the applicable Seller without any Liability or other obligation of such Seller (collectively, other than with respect to actions before the “Material Contracts”): termination thereof) or which involve aggregate future payments of less than $10,000 (iand other than any (A) all contracts license with any present or former officer, director or trustee of the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans or advances to any such Person Seller or any Affiliate of such Person); (ii) all contracts with any Person includingSeller, but not limited tono other Person, any Governmental Entitythat terminates at the Effective Time, containing any provision or covenant (A) limiting the ability of the Insurance Companies to engage in any line of business, to sell any products or services, to compete with any Person in any geographical area, to do business with any Person or in any location or to employ any Person or (B) limiting license for Intellectual Property embedded in any equipment or fixture, (C) non-exclusive implied license of Intellectual Property (D) non-exclusive license for the ability use of any Person commercially available off-the-shelf software or (E) order described in Section 1.1(a)(1)(iv)). Sellers have made available to compete withBuyer a true, correct and complete copy of each such Contract required to be so listed (or, to the extent that such an Assumed Contract is oral, an accurate summary thereof). With respect to each Major Contract (and with the following assuming that each Consent has been obtained, which, for any Consent that is a filing or notice, means the making of such filing or notice), (1) such Major Contract is legal, valid and binding, in full force and effect and enforceable (except to the extent enforceability may be limited by any Enforceability Limitation) in accordance with its terms against the Seller that is a party thereto and, to such Seller’s Knowledge, against each other party thereto, (2) such Seller is not and, to such Seller’s Knowledge, no other party thereto is in material breach of or default under such Major Contract, (3) no event, occurrence or condition exists or has occurred that (with or without the passage of time or giving of notice) would constitute a material breach or default of, or obtain permit termination, modification, acceleration or provide products cancellation of, such Major Contract or services from or to the Insurance Companies in any line of business or in any geographical area; (iii) (A) all contracts relating to the borrowing of money by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money material right, Liability or other financial obligation of thereunder, (4) such Seller has not waived any Person material right under such Major Contract and (5) no party to such Major Contract has terminated, modified, accelerated or canceled such Major Contract or any material right, Liability or other liability of the Insurance Companies obligation thereunder or communicated in respect of indebtedness for borrowed money writing such party’s intent to do so. Seller has not granted any release or other financial obligations of any Person, including, but not limited to, lines of credit waiver in writing or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000; (iv) all contracts (other than Insurance Contracts) with any person containing any provisions that is otherwise material under or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) all contracts relating to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than in the ordinary course of business, or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of business; (vi) any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23; (viii) any contract for the provision of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts relating to the acquisition by the Insurance Companies Major Contracts. Seller has not assigned or otherwise transferred any of its rights under any operating business or the capital stock of any other Person entered into on or after January 1, 2000; (xi) all contracts under which either of the Insurance Companies has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of business; (xii) all contracts providing for severance, retention, change of control or other similar payments; and (xiii) all other contracts (other than (i) contracts regarding the purchase or sale of investment assets entered into in the ordinary course of business, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that (A) involve or are reasonably likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business of the Insurance CompaniesMajor Contracts. (b) Each of the Material Contracts constitutes a legal, valid and binding obligation of each Insurance Company to the extent that it is party thereto, and, to the Knowledge of Seller, of each other Person that is a party thereto. Each of the Insurance Companies is not, and to the Knowledge of Seller, no other party to such Material Contract is, in material breach or default of any such Material Contract or, with or without notice or lapse of time or both, would be, in material breach or default of any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary course. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contract.

Contracts. (a) Schedule 3.8(a4.11(a) contains sets forth a true and complete list as of all the date hereof of the following contracts currently in force or terminated but pursuant types of Contracts to which any of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Companies Company Group Member is a party or by is bound (other than any Contracts under which no Company Group Member has any Assets of the Insurance Companies continuing or potential liability) (all such Contracts set forth on Schedule 4.11(a), or which are bound, as such contracts may have been amended required to the date hereof (collectivelybe so disclosed, the “Material Contracts”): (i) all contracts each Contract with any present consideration paid or former officer, director or trustee of the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans or advances payable to any such Person or Company Group Member of more than $500,000, in the aggregate, over any Affiliate of such Person)12-month period; (ii) all contracts Contracts with (or with obligations of any Company Group Member to) a Related Party; (iii) all broker, distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts or arrangements that are material to the business of the Company Group; (iv) all Contracts (excluding Contracts for employment) with management and consultants; (v) all bonus and commission plans of the Company Group with a reasonably expected value in excess of $250,000 in any 12-month period; (vi) all Contracts involving the payment or payment of royalties or other amounts calculated based upon the revenues or income of any Company Group Member or income or revenues related to any Product of any Company Group Member to which any Company Group Member is a party; (vii) all Contracts evidencing Indebtedness for borrowed money in an amount greater than $500,000, and any pledge agreements, security agreements or other collateral agreements in which any Company Group Member granted to any person a Lien on any of the property or assets of any Company Group Member; (viii) all partnership, joint venture or similar agreement or arrangement, including as may be provided in any letter of intent, memorandum of understanding or agreement in principle; (ix) all Contracts, including any grant agreements with any Person includingeconomic development corporation, but not limited to, with any Governmental EntityAuthority to which any Company Group Member is a party, containing other than any provision Company Permits; (x) all Contracts that limit, or covenant (A) limiting purport to limit, the ability of the Insurance Companies any Company Group Member to engage compete in any line of business, to sell any products business or services, to compete with any Person in any geographical area, to do material business activity or with any Person or in any location jurisdiction or to employ during any Person or (B) limiting the ability period of any Person to compete withtime, or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical area; (iii) (A) all contracts relating to the borrowing of money by the Insurance Companies (other than any the Surplus Debentures excluding customary confidentiality agreements and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000; (iv) all contracts (other than Insurance Contracts) with any person containing any provisions or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) all contracts relating to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than in the ordinary course of business, or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of business; (vi) any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract agreements that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23; (viii) any contract for the provision of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts relating to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on or after January 1, 2000contain customary confidentiality clauses; (xi) all contracts under which either Contracts that result in any Person or entity holding a power of the Insurance Companies has made advances or loans to attorney from any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of businessCompany Group Member; (xii) all contracts providing for severance, retention, change leases or master leases of control personal property reasonably likely to result in annual payments of $500,000 or other similar payments; andmore in a 12-month period; (xiii) any note, mortgage, indenture or other obligation or agreement or other instrument for or relating to indebtedness for borrowed money in excess of $500,000, or any guarantee of third party obligations in excess of $500,000, or any letters of credit, performance bonds or other credit support for any Company Group Member; (xiv) all Contracts for the employment or engagement of any employee, officer, director or other contracts individual service provider that (A) provide for annualized base compensation in excess of $250,000 or (B) are not terminable by a Company Group Member on no more than 30 days’ notice and without liability to or financial obligation by such Company Group Member; (xv) any collective bargaining agreement or other Contract with any labor union, works council, or other labor organization (each, a “CBA”); (xvi) all Contracts relating to the purchase of engineering or design services that involve more than $500,000, other than those Contracts that have been fully performed and under which no further services are due; (ixvii) contracts regarding the purchase any engineering, procurement and construction contract, equipment supply agreement, services agreement, construction and operating management agreement or sale any other similar agreement with a value in excess of investment assets $500,000; (xviii) all Contracts involving use of any Company Intellectual Property required to be listed in Schedule 4.15(a), excluding (A) nondisclosure agreements entered into in the ordinary course of businessbusiness by a Company Group Member; (B) Contracts between a Company Group Member and its customers entered into in the ordinary course of business in which the use of any such Company Intellectual Property is licensed on a non-exclusive basis; (C) Contracts between a Company Group Member and its vendors or suppliers entered into in the ordinary course of business in which the Company Group Member has granted a license to the supplier or vendor (i) to use the Company Group Member’s trademarks, service marks, or other source identifiers for purposes of indicating that the Company Group Member is a customer of the vendor or supplier; or (ii) contracts otherwise required to be set forth on Schedule 3.8(ause any Company Intellectual Property for purposes of providing goods or services to the Company Group Member; (xix) with respect Contracts which involve the license or grant of rights to Sections 3.8(iany Company Group Member or to Company Intellectual Property by any Company Group Member, excluding (A) through nondisclosure agreements entered into in the ordinary course of business by a Company Group Member; (xiiB) licenses of commercially available and/or off-the-shelf Software (including Software provided as a service) or Schedule 3.23 other standard or commercially available Intellectual Property licensed under shrinkwrap, clickwrap, online terms of use or service or other standard license terms with an aggregate annual license cost of $100,000 or less; (C) Contracts between a Company Group Member and its customers entered into in the ordinary course of business in which the use of any such Company Intellectual Property is licensed on a non-exclusive basis; (D) employee invention assignment and confidentiality agreements between a Company Group Member and its employees and/or independent contractors entered into by the Company Group Member in the ordinary course of business; and (E) Contracts between a Company Group Member and its vendors or suppliers entered into in the ordinary course of business in which the Company Group Member has granted a license to the supplier or vendor (i) to use the Company Group Member’s trademarks, service marks, or other source identifiers for purposes of indicating that the Company Group Member is a customer of the vendor or supplier; (ii) to use feedback, suggestions or ideas provided by the Company Group Member to the vendor or supplier in connection with the vendor’s or supplier’s provision of goods or performance of services to or for the Company Group Member; or (iii) to use any Company Intellectual Property for purposes of providing goods or services to the Company Group Member; (xx) all Contracts under which any Company Group Member has agreed to purchase goods or services from a vendor, supplier or other contracts Person on a preferred supplier or “most favored supplier” basis; (xxi) all Contracts under which are expressly excluded under any other subsection Company Group Member has agreed to treat any customer on a “most favored” basis; (xxii) any Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which any Company Group Member will have any material outstanding obligation after the date of this Section 3.8Agreement; and (xxiii) all Contracts for the development of Intellectual Property for the benefit of any Company Group Member (other than employee invention assignment and confidentiality agreements entered into on terms and conditions that (A) involve or are reasonably likely to involve materially the payment pursuant to same as the terms Company’s standard form of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business of the Insurance Companiesagreement). (b) Each Except as set forth on Schedule 4.11(b), the Company Group (i) is not, nor has it received written or, to the Knowledge of the Company, oral notice that any other party to any Material Contracts constitutes Contract is, except as such may be limited the Enforceability Exceptions, in material violation or material breach of or material default (immediately or upon notice or lapse of time) under or (ii) has not waived or failed to enforce any material rights or material benefits under any Material Contract to which it is a party or any of its properties or other assets is subject. No Material Contract is the subject of a notice to terminate delivered or communicated in accordance with the terms of any Material Contract, except for any expiration of the term of a Material Contract following the date of this Agreement in accordance with its terms. Each Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding obligation of each Insurance on the applicable Company to the extent that it is party theretoGroup Member, and, to the Knowledge of Sellerthe Company, of each other Person that is a party thereto, except as would not be material and adverse to such Company Group Member. Each of Except as set forth on Schedule 4.11(b), there is no default under any such Material Contracts by the Insurance Companies is notapplicable Company Group Member, and or, to the Knowledge of Sellerthe Company, no any other party to such Material Contract isthereto, in material breach or default of any such Material Contract or, and no event has occurred that with or without notice or the lapse of time or boththe giving of notice or both would constitute a default thereunder by such Company Group Member, would beor, to the Knowledge of the Company, any other party thereto, in material breach or default of any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminatedeach case, except for those Material Contracts that terminate in the ordinary courseas would not be material and adverse to such Company Group Member. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contract.

Contracts. (a) Schedule 3.8(a) 3.12(a), contains a true and complete list of all of the following contracts currently Contracts in force effect or terminated but pursuant to which any party thereto has any obligations (excluding policies of insurance written by the Company, Plans and Company Insurance Companies continues to have liabilities or receive benefitsPolicies which are the subject of Sections 3.16 and 3.18, in each case excluding Insurance Contracts, respectively) to which either of the Insurance Companies Company is a party or by which any Assets of the Insurance Companies are bound, as such contracts may have been amended to the date hereof (collectively, the “Material Contracts”):party: (i) all contracts with any present material partnership or former officer, director or trustee of the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans or advances to any such Person or any Affiliate of such Person)joint venture Contracts; (ii) all contracts with any Person including, but not limited to, any Governmental Entity, Contracts containing any provision or covenant (A) limiting the ability of the Insurance Companies to engage in any line of business, to sell any products or services, Company not to compete with any Person in any geographical area, to do business with any Person or in any location or to employ geographic area or any Person limitation or (B) limiting restriction on the ability of any Person the Company to compete with, or obtain or provide products or services from or to the Insurance Companies engage in any line of business or the manner in any geographical areawhich Company conducts business; (iii) (A) all contracts Contracts relating to the borrowing of money by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) money, or the direct or indirect guarantee by the Insurance Companies guaranty of any obligation of any Person for borrowed money by the Company, or Contracts to service the repayment of borrowed money or any other financial obligation of any Person or other liability of the Insurance Companies Liability in respect of indebtedness for borrowed money or other financial obligations of any other Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000; (iv) all contracts (lease, sublease, rental, licensing, use or similar Contracts with respect to Property providing for annual rental, license, or use payments or the guaranty of any such lease, sublease, rental, licensing or other than Insurance Contracts) with any person containing any provisions or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) all contracts relating to Contracts (A) for the future purchase, acquisition, sale or disposition (including, but not limited to, restrictions on transfer or rights of first refusal) of any Assets assets or Properties or the Shares or equity interests of the Insurance Companies Company or any Person, other than in connection with the ordinary course management of businessthe Company’s investment portfolio in the Ordinary Course of Business, or (B) for the grant to any person Person (excluding the Company) of any option or preferential rights to purchase any Shares, other equity interests, assets or use any Assets Properties of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of businessCompany; (vi) any partnershipContract that provides for the indemnification of any officer, joint venturedirector, joint marketingEmployee or agent and any employment or other similar Contracts with any current officer, strategic alliance director, Employee or similar contractsagent; (vii) any form of contract that any of Reinsurance Contracts to which the Insurance Companies has entered into with Company is a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23party; (viii) any contract for the provision of any administrative services with respect to any Insurance Contractmaterial agency, including any such contracts with third party administrators broker, selling, marketing or managing general agentssimilar Contracts; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companiesasset management agreements with any other Person; (x) all contracts relating Contracts under which Persons provide material information, technology products or information technology services to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on or after January 1, 2000Company; (xi) all contracts under which either Contracts providing for indemnification of the Insurance Companies has made advances any special purpose vehicle or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of businessfinancing entity, including off balance sheet entities; (xii) all contracts Any contract providing for severancefuture payments that are conditioned on, retentionor an event of default as a result of, a change of control of the Company or other any similar payments; andevent; (xiii) all other contracts (other than (i) contracts regarding the purchase or sale of investment assets entered into in the ordinary course of business, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that (A) involve or are reasonably likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business of the Insurance CompaniesContracts not listed above. (b) Each The Seller has heretofore delivered or made available to the Buyer true and complete copies of all of the Material Contracts constitutes whether or not listed on Schedule 3.12(a). Each of such Material Contracts is a legal, valid and binding obligation of each Insurance the Company and, to the extent that it Seller’s Knowledge, is a valid and binding obligation of any other Person party thereto, and is in full force and effect enforceable against the parties thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ right generally, general principles of equity and the discretion of courts in granting equitable remedies. Except as specified in Schedule 3.12(b), neither the Company nor, to the Seller’s Knowledge, any other Person party thereto, is in breach or violation of, or default under, any Material Contract whether or not listed on Schedule 3.12(a), except for such breaches, violations and defaults that have not had and could not reasonably be expected to have a Material Adverse Effect and, to the Knowledge of Sellerthe Seller no condition or event exists which with the giving of notice or the passage of time, of each other Person that is or both, would constitute a party thereto. Each of the Insurance Companies is not, and to the Knowledge of Seller, no other party to such Material Contract is, in material breach violation or default of any such Material Contract orby the Company or any other party thereto or permit the termination, with modification, cancellation or without notice or lapse acceleration of time or both, would be, in material breach or default of any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary course. (c) True and complete copies of each performance of the Material Contracts, including all amendments, supplements and modifications obligations of the Company or any other party to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contract.

Contracts. Section 2.16 to the Company Disclosure Schedule lists, under the relevant heading, all contracts, agreements, arrangements, guarantees, licenses, leases and executory commitments (aeach a "Contract"), other than Benefit Plans, agreements disclosed on Section 2.10 to the Company Disclosure Schedule, Leases disclosed on Schedule 2.18(b) of the Company Disclosure Schedule 3.8(a) contains a true and complete list any Contracts heretofore filed as an exhibit to any Filed Company SEC Document, that exist as of all the following contracts currently in force or terminated but pursuant date hereof to which any of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Companies Company is a party or by which any Assets of the Insurance Companies are bound, as such contracts may have been amended to the date hereof (collectively, the “Material Contracts”): (i) all contracts with any present or former officer, director or trustee of the Insurance Companies (including, but not limited to, employment contracts it is bound and contracts evidencing loans or advances to any such Person or any Affiliate of such Person); (ii) all contracts with any Person including, but not limited to, any Governmental Entity, containing any provision or covenant (A) limiting the ability of the Insurance Companies to engage in any line of business, to sell any products or services, to compete with any Person in any geographical area, to do business with any Person or in any location or to employ any Person or (B) limiting the ability of any Person to compete with, or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical area; (iii) (A) all contracts relating to the borrowing of money by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000; (iv) all contracts (other than Insurance Contracts) with any person containing any provisions or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) all contracts relating to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than in the ordinary course of business, or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of business; (vi) any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that fall within any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23;following categories: (viiia) any contract for the provision of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts relating to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on or after January 1, 2000; (xi) all contracts under which either of the Insurance Companies has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of business; (xii) all contracts providing for severance, retention, change of control or other similar payments; and (xiii) all other contracts (other than (i) contracts regarding the purchase or sale of investment assets Contracts not entered into in the ordinary course of business, (ii) contracts otherwise required the Company's businesses other than those that are not or would not reasonably be expected to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that (A) involve or are reasonably likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business of the Insurance Companies. Company, (b) Each joint venture, partnership or franchising agreements, (c) Contracts containing covenants purporting to limit the freedom of the Material Company to compete in any line of business in any geographic area or to hire any individual or group of individuals, (d) Contracts constitutes which after the consummation of any of the Transactions would have the effect of limiting the freedom of the Surviving Corporation or any of its affiliates to compete in any line of business in any geographic area or to hire any individual or group of individuals, (e) Contracts relating to any outstanding commitment for capital expenditures in excess of $250,000, (f) indentures, mortgages, promissory notes, loan agreements or guarantees of borrowed money, letters of credit or other agreements or instruments of the Company evidencing indebtedness for borrowed money or providing for the creation of any charge, security interest, encumbrance or Lien upon any of the assets of the Company, (g) Licenses, (h) Contracts with respect to which a legalchange in the ownership (whether directly or indirectly) of the shares of Company Common Stock or the composition of the Board of Directors of the Company or any of the other Transactions may result in a violation of or default under, or give rise to a right of termination, modification, cancellation or acceleration of any obligation or loss of benefits under, such Contract or (i) any other agreement of a type required to be filed under Item 601(b)(10) of Regulation S-K promulgated by the SEC. All Contracts to which the Company is a party or by which it is bound are valid and binding obligations of the Company and, to the knowledge of the Company, the valid and binding obligation of each Insurance other party thereto except such Contracts the invalidity or non-binding nature of which has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company to the extent that it is party thereto, andnor, to the Knowledge of Seller, of each other Person that is a party thereto. Each knowledge of the Insurance Companies is notCompany, and to the Knowledge of Seller, no any other party to such Material Contract isthereto is in violation of or in default in respect of, in material breach nor has there occurred an event or default of any such Material Contract or, condition which with or without notice or lapse the passage of time or giving of notice (or both) would constitute a default by the Company (or to its knowledge a default by any other party thereto) under or permit the termination of, would be, in material breach or default of any such Contract except such violations or defaults under or terminations which have not had and would not reasonably be expected to have a Material ContractAdverse Effect on the Company. None of such Material Contracts have been terminated or threatened in writing The Company has, prior to be terminatedthe date hereof, except for those Material Contracts that terminate in the ordinary course. (c) True delivered true, complete and complete correct copies of each of the Material Contracts, including all amendments, supplements and modifications Contracts to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material ContractNewco.

Contracts. (a) Schedule 3.8(a) contains Except for Contracts between the Company or its subsidiaries on the one hand and Parent or a true and complete list subsidiary of all Parent on the following contracts currently in force other hand, neither the Company nor any of its subsidiaries is a party to or terminated but pursuant to which is bound by any of the Insurance Companies continues following Contracts as of the date of this Agreement, except to have liabilities or receive benefitsthe extent those Contracts are listed in Section 2.20(a) of the Company Disclosure Letter and are identified thereon using the numbering below, in each case excluding Insurance Contracts, to which either of listing (i) the Insurance Companies person(s) with whom such Contract is a party or by which any Assets of the Insurance Companies are bound, as such contracts may have been amended to made and (ii) the date hereof (collectively, the “Material Contracts”):thereof: (i) all contracts any employment or consulting Contract with any present officer or former officerdirector, director or trustee any Employee (excluding offer letters for “at-will” Employees) or any other type of Contract (whether or not such Contract is an Employment Agreement, as defined in Section 2.13(a)(vi)) with any Employee that is not terminable within thirty (30) days by the Company without Liability to the Company or Parent, including any Contract requiring it to make or accelerate a payment to any Employee on account of the Insurance Companies (includingMerger, but not limited to, employment contracts and contracts evidencing loans or advances to any such Person Transaction or any Affiliate of such Person)Contract that is entered into in connection with this Agreement; (ii) all contracts with any Person includingContract or plan, but not limited toincluding any stock option plan, any Governmental Entity, containing any provision stock appreciation right plan or covenant stock purchase plan (A) relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any shares of Company Common Stock or any other securities of the Company or any of its subsidiaries or any options, warrants, convertible notes or other rights to purchase or otherwise acquire any such shares of stock, other securities or options, warrants or other rights therefor, except for the Company Stock Plans, or (B) any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the Transactions or the value of any of the benefits of which will be calculated on the basis of any of the Transactions; (iii) any Contract requiring the Company to engage in ongoing research or development, which obligations extend beyond January 1, 2007 and are not terminable by the Company (with or without penalty) on less than ninety (90) days prior notice; (iv) any Contract (whether non-compete or otherwise) containing provisions which have or would reasonably be expected to have the effect of prohibiting or impairing any business practice of the Company or any of its subsidiaries (including engaging in research and development or the development or commercialization of any Company Product), any acquisition of property (tangible or intangible) by the Company or any of its subsidiaries, any other conduct of business by the Company or any of its subsidiaries, or otherwise limiting the ability freedom of the Insurance Companies Company or any of its subsidiaries to engage in any line of business, to sell business in any products geographical area or services, to compete with any Person person. Without limiting the generality of the foregoing, neither the Company nor any of its subsidiaries has entered into any Contract under which the Company or any of its subsidiaries is prohibited or impaired from engaging in any geographical areaareas of research or development or from the licensing, to do business with manufacturing, selling or distributing any Person Company Intellectual Property or in exploiting any location or to employ any Person or (B) limiting Technology of the ability of any Person to compete with, or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical areaCompany; (iiiv) any Contract under which the Company has granted or is obligated to grant any person any “opt-in” rights, exclusive rights, rights of refusal or similar rights; (Avi) all contracts any Contract under which the Company is obliged to enter into any further agreement or license, under which the Company is obligated to accept or use manufacturing (including cell culture, bulk manufacturing or fill and finish) capacity or to pay for manufacturing capacity not used or accepted, or under which the Company has any material “take or pay” commitment; (vii) any Contract relating to the disposition by the Company or any of its subsidiaries of a material amount of assets not in the ordinary course of business, or pursuant to which the Company or its subsidiaries has acquired a business or entity, or material assets of a person (other than purchases in the ordinary course of business that are customarily effected on a purchase order basis), whether by way of merger, consolidation, purchase of stock, purchase of assets, exclusive license or otherwise, or any Contract pursuant to which the Company or any of its subsidiaries has any material ownership interest in any person other than the Company’s subsidiaries; (viii) any Contract currently in force under which the Company or any of its subsidiaries has continuing obligations to provide to a third person information about any Company Research Program or any other scientific or clinical data produced by the Company, including research, characterization, manufacturing, clinical, pre-clinical or other information and including information regarding the Company’s planned research and development activities; (ix) any joint venture Contract, collaboration Contract or any other Contract that involves a sharing of revenues, profits, cash flows, expenses (including development expenses) or losses with other persons; (x) any Contract requiring the Company or any of its subsidiaries to undertake a clinical trial (or to have a third person undertake a clinical trial on the Company’s or its subsidiaries’ behalf) of an existing Company Product or the subject of a Company Research Program; (xi) any Contract that authorizes any third person to sell, offer for sale, market or otherwise distribute any Company Products or results of any Company Research Programs; (xii) any mortgages, indentures, guarantees, promissory notes, loans or credit agreements, security Contracts or other Contracts or instruments relating to the borrowing of money by or extension of credit, or any currency exchange, commodities or other hedging arrangement or any leasing transaction of the Insurance Companies type required to be capitalized in accordance with GAAP; (other than xiii) any settlement or litigation “standstill” Contract; (xiv) any Contract of guarantee, support, assumption or endorsement of, or any similar commitment with respect to, the Surplus Debentures and intercompany obligations created in the ordinary course of businessobligations, liabilities (whether accrued, absolute, contingent or otherwise) or the direct or indirect guarantee by the Insurance Companies indebtedness of any obligation of other person; (xv) any Person for borrowed money Contract (including open purchase orders) under which the Company has a commitment to purchase goods, capital equipment, services or other financial obligation items in excess of $50,000 for any Person Contract or other liability series of Contracts; (xvi) any Contract (i) pursuant to which any third person is required to make payments to the Insurance Companies Company in respect excess of indebtedness for borrowed money $20,000 per annum, (ii) pursuant to which the Company or other financial obligations any of its subsidiaries is obligated to pay any Personroyalty or similar payments, including, including but not limited to, lines of credit to profit sharing or similar facilities and payments, or (Biii) pursuant to which the Company or any of its subsidiaries is obligated to pay any milestone payment or similar payment, including any payment of a pre-determined amount in excess of $100,000, which payment is contingent on the occurrence of a future event, but excluding any fee-for-service Contract; (xvii) any contract Contract pursuant to which the Company or any of its subsidiaries is a lessor or lessee of any equipment or other fixed assets, including machinery, equipment, motor vehicles, office furniture, fixtures or other personal property involving the deferred purchase price payments in excess of property $20,000 per annum or involving any manufacturing equipment with a value in excess of $10,000; (ivxviii) any Contract with any person with whom the Company or any of its subsidiaries does not deal at arm’s length; (xix) any Contract with any investment banker, broker, advisor or similar party, or any accountant, legal counsel or other person retained by the Company, in connection with this Agreement and the Transactions; (xx) any Contract with any Governmental Entity (a “Government Contract”) or any material federal, state, county, local or foreign governmental consent, license, permit, grant, or other authorization of a Governmental Entity (excluding Company Permits) that is required for the operation in all contracts material respects of the Company’s or any of its subsidiaries’ businesses; (xxi) any Contract entitling a third person (other than Insurance Contractsan Employee) with any person containing any provisions to a commission or covenant relating to the indemnification or holding harmless “finder’s fee” payable by the Insurance Companies Company or any of its subsidiaries; or (xxii) any Contract not otherwise disclosed in Section 2.20 of the Company Disclosure Letter (i) under which have had or the consequences of a default could reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) all contracts relating be material to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than in the ordinary course of business, or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of business; (vi) any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23; (viii) any contract for the provision of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts relating to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on or after January 1, 2000; (xi) all contracts under which either of the Insurance Companies has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of business; (xii) all contracts providing for severance, retention, change of control or other similar payments; and (xiii) all other contracts (other than (i) contracts regarding the purchase or sale of investment assets entered into in the ordinary course of businessCompany, (ii) contracts otherwise that is of the nature required to be set forth filed by Company as an exhibit to an Annual Report on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and Form 10-K under the Exchange Act; (iii) other contracts which are expressly excluded under any other subsection involving in excess of this Section 3.8) that (A) involve or are reasonably likely to involve the payment pursuant to the terms of such contracts $100,000 being paid by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in Company over the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companiesterm thereof, or (Biv) are that is otherwise material to the business Company or any of its subsidiaries or their respective businesses, operations, properties, assets, financial condition, results of operations or cash flows; any such Contract listed or required to be listed in Section 2.19(b)(iii) or Section 2.20(a) of the Insurance CompaniesCompany Disclosure Letter being a “Company Contract”. (b) Neither the Company nor any of its subsidiaries, nor, to the Company’s knowledge, any other person that is a party to a Company Contract, is in breach, violation or default under, and neither the Company nor any of its subsidiaries has received notice that it has breached, violated or defaulted under, any of the material terms or conditions of any Company Contract. The Company or the applicable Company subsidiary is entitled to all benefits under any Company Contract. Each of the Material Company Contracts constitutes a legalis in full force and effect, valid and binding obligation of each Insurance Company has not been amended in any material respect, except to the extent that it such amendment is party thereto, and, to the Knowledge of Seller, of each other Person that is a party thereto. Each described in Section 2.20(a) of the Insurance Companies is notCompany Disclosure Letter. Except as noted in Section 2.20(b), and the Company has delivered or made available to the Knowledge of SellerParent or its representatives true, no other party to such Material Contract is, in material breach or default of any such Material Contract or, with or without notice or lapse of time or both, would be, in material breach or default of any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary course. (c) True correct and complete copies of each of the Material ContractsCompany Contracts required to be listed in Section 2.20(a) of the Company Disclosure Letter; provided that, including all amendmentsto the extent that third party confidentiality restrictions expressly prohibit disclosure of such Company Contract to Parent, supplements Section 2.20(b) of the Company Disclosure Letter sets forth a description of the subject matter of each such Company Contract and modifications to each Material Contract, have been provided to Buyera general indication of the nature of the rights and obligations granted thereunder. In the case of any Material Contract which The Company is not written, Seller has provided a party to Buyer a written description of such Material Contractany Government Contract (other than Company Permits).

Contracts. Except for Contracts listed on Schedule 5.20, none of the --------- Crown Parties is a party to or bound by any Contract relating to or affecting the Crown Communications Business, Network or Mobile which is a: (a) Schedule 3.8(aContract with its agents, suppliers, customers, advertisers, consultants, advisors, sales representatives, distributors, sales agents or dealers other than Contracts which by their terms are cancelable by any of the Crown Parties with notice of not more than 30 days and without cancellation penalties or severance payments, in the case of any such Contract, in excess of $50,000; (b) contains a true and complete list of all the following contracts currently in force or terminated but covenant not to compete (other than pursuant to any radius restriction contained in any lease, reciprocal easement agreement or development, construction, operating or similar agreement) or confidentiality agreement; (c) Contract with any Governmental Entity; (d) agreement, Contract or other instrument under which any of the Insurance Companies continues Crown Parties has borrowed any money from, or issued any note, bond, debenture or other evidence of indebtedness to, any Person or any other note, bond, debenture or other evidence of indebtedness issued to have any Person; (e) Contract (including any so-called take-or-pay, cash deficiency or keepwell agreement) under which (A) any Person (including any of the Crown Parties) has directly or indirectly guaranteed indebtedness, liabilities or receive benefitsobligations of any of the Crown Parties or (B) or any of the Crown Parties has directly or indirectly guaranteed indebtedness, liabilities or obligations of any Person, and other than endorsements for the purpose of collection in the ordinary course of business consistent with past practice and including agreements having the effect of a guarantee, whether or not required to be reflected on the Crown Communications Business' Financial Statements in accordance with GAAP; (f) pledge, security agreement, deed of trust, financial statement or other document granting a Lien on any of the assets of the Acquired Business (other than Crown Permitted Liens or Crown Permitted Real Property Liens); (g) Contract under which any of the Crown Parties has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person (other than Network or Mobile) in excess of $50,000; (h) Contract under which any of the Crown Parties is lessee of, or holds or operates, any machinery, equipment, vehicle or other tangible personal property owned by a third party and used in the Acquired Business or the Crown Communications Business and which entails payments in any 12-month period, in each the case excluding Insurance Contractsof any such Contract, to which either in excess of the Insurance Companies is a party or by which any Assets of the Insurance Companies are bound, as such contracts may have been amended to the date hereof (collectively, the “Material Contracts”):$50,000; (i) all contracts Contract or other arrangement with (A) any present other Crown Party or any Affiliate of the Crown Parties or (B) any current or former officer, director or trustee employee, shareholder or with any relative, beneficiary, spouse or Affiliate of the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans or advances to any such Person (a "Related Person") of the Crown Communications -------------- Business, Network or Mobile or any Affiliate of such Persontheir respective affiliates; (j) Contract for the sale of any assets of the Acquired Business (including any capital stock or rights to acquire capital stock of Network or Mobile) or the grant of any preferential rights to purchase any portion of the Acquired Business or requiring the consent of any party to the transfer thereof or otherwise limiting the Crown Parties' ability to sell any assets of the Acquired Business (including any capital stock or rights to acquire capital stock of Network or Mobile); (iik) all contracts with any Person including, but Contract not limited to, any Governmental Entity, containing any provision or covenant (A) limiting the ability of the Insurance Companies to engage in any line of business, to sell any products or services, to compete with any Person in any geographical area, to do business with any Person or in any location or to employ any Person or (B) limiting the ability of any Person to compete with, or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical area; (iii) (A) all contracts relating to the borrowing of money by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created made in the ordinary course of business) business consistent with past practice, including any joint venture or the direct partnership arrangement or indirect guarantee by the Insurance Companies of any obligation of agreement relating to any Person for borrowed money merger or other financial obligation of acquisition involving any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000;Crown Parties; or (ivl) all contracts (other than Insurance Contracts) with any person containing any provisions Contract whether or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) all contracts relating to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than made in the ordinary course of business, which is material to the Acquired Business or for the grant termination of which would reasonably be expected to any person of any preferential rights have a Crown Material Adverse Effect. The Crown Parties are not, and to purchase or use any Assets the knowledge of the Insurance Companies Crown Parties, no other than, party is (with or without the lapse of time or the giving of notice or both) in the case of each of the foregoing, default in any contracts for the sale of investment assets in the ordinary course of business; (vi) material respect under any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23; (viii) any contract for the provision of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators License or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts relating to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on or after January 1, 2000; (xi) all contracts under which either of the Insurance Companies has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of business; (xii) all contracts providing for severance, retention, change of control or other similar payments; and (xiii) all other contracts (other than (i) contracts regarding the purchase or sale of investment assets entered into in the ordinary course of business, (ii) contracts otherwise instrument required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that (A) involve or are reasonably likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms Crown Parties disclosure schedules (each, a "Seller Scheduled Contract"). The Crown Parties have made available to Buyer or ------------------------- its Representatives true and complete copies of such contracts all Seller Scheduled Contracts. Each Seller Scheduled Contract is in full force and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business of the Insurance Companies. (b) Each of the Material Contracts effect and constitutes a legal, valid and binding obligation of each Insurance Company to Sellers, Network or Mobile, as the extent that it is party theretocase may be, and, to the Knowledge of Seller, of each other Person that is a party thereto. Each knowledge of the Insurance Companies is notCrown Parties, and to the Knowledge other parties thereto, enforceable in accordance with its terms. The Crown Parties have not received any written notice of Seller, no other the intention of any party to such Material Contract is, in material breach or default of terminate any such Material Contract or, with or without notice or lapse of time or both, would be, in material breach or default of any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary course. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Scheduled Contract.

Contracts. (a) Schedule 3.8(a) contains a true and complete list 3.14 sets forth all of all the following contracts currently in force or terminated but pursuant Contracts to which the Company or any of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Companies Subsidiaries is a party or by or to which any Assets of the Insurance Companies are bound, as such contracts them or any of their Properties may have been amended to the date hereof (collectively, the “Material Contracts”): be bound or subject: (i) all contracts Contracts with any present current or former officer, director director, shareholder, employee, consultant, agent or trustee other representative or with an entity in which any of the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans or advances to any such Person or any Affiliate of such foregoing is a controlling Person); ; (ii) all contracts Contracts with any labor union or association representing any employee or former employee; (iii) Contracts for the sale of any Properties other than in the ordinary course of business or for the grant to any Person including, but not limited to, of any Governmental Entity, containing option or preferential rights to purchase any provision material Properties; (iv) partnership or covenant joint venture agreements; (Av) limiting Contracts under which the ability Company or any of the Insurance Companies Subsidiaries agrees to engage indemnify any party or to share tax liability of any party; (vi) material Contracts which cannot be cancelled without liability, premium or penalty only on 90 days' or more notice; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business, to sell any products business or services, to compete with any Person in any geographical area, to do business with any Person area or in any location or to employ any Person or (B) limiting the ability covenants of any other Person not to compete with, with the Company or obtain or provide products or services from or to any of the Insurance Companies Subsidiaries in any line of business or in any geographical area; (iii) (A) all contracts relating to the borrowing of money by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000; (iv) all contracts (other than Insurance Contracts) with any person containing any provisions or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) all contracts relating to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than in the ordinary course of business, or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of business; (vi) any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23; ; (viii) any contract for the provision of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts Contracts relating to the acquisition by the Insurance Companies Company or any of the Subsidiaries of any operating business or the capital stock of any other Person entered into on Person; (ix) Contracts relating to the borrowing of money; (x) Contracts containing obligations or after January 1liabilities of any kind to holders of the capital stock of the Company as such (including, 2000; without limitation, an obligation to register any of such securities under any federal or state securities laws); (xi) all contracts under Contracts pursuant to which either the Company or any of the Insurance Companies has made advances Subsidiaries may hold or loans use any interest owned or claimed by the Company or any of the Subsidiaries in or to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of business; material Property; (xii) all contracts providing for severance, retention, change of control or management Contracts and other similar paymentsagreements with any Person; and (xiii) all other contracts (other than (i) contracts regarding the purchase or sale of investment assets entered into in the ordinary course of business, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that (A) involve or are reasonably likely to involve the payment Contracts pursuant to the terms of such contracts by which there is either a current or future obligation or right of the Company or any of the Subsidiaries to make payments in excess of $50,000 or receive payments in excess of $100,000; (xiv) Contracts with respect to the Insurance Companies development, financing or production of $10,000 motion picture, video, television or more within any 12 month period interactive productions; (xv) Distribution Contracts; (xvi) material Contracts relating to the acquisition of Product, including Contracts relating to the acquisition of licensing and distribution rights with respect to such Product; (xvii) Contracts with motion picture studios; (xviii) Contracts relating to television sales and distribution of Product; (xix) Contracts entitling the Company or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, its Subsidiaries or any other material adverse consequence toAffiliate, including the Insurance Companies, or (B) are otherwise material to the business of the Insurance Companies. (b) Each of the Material Contracts constitutes a legal, valid and binding obligation of each Insurance Company to the extent that it is party thereto, andStockholders, to the Knowledge of Seller, of each Contingent Compensation; and (xx) material Contracts relating to any other Person that is a party thereto. Each of the Insurance Companies is not, and to the Knowledge of Seller, no other party to such Material Contract is, in material breach or default of any such Material Contract or, with or without notice or lapse of time or both, would be, in material breach or default of any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary courseProduct. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contract.

Contracts. (a) Section 3.11(a) of the Merger Partner Disclosure Schedule 3.8(a) contains a true and complete list of all lists the following contracts currently Contracts of Merger Partner in force or terminated but pursuant to which any effect as of the Insurance Companies continues to have liabilities or receive benefits, date of this Agreement (in each case case, excluding Insurance Excluded Contracts, to which either of the Insurance Companies is a party or by which any Assets of the Insurance Companies are bound, as such contracts may have been amended to the date hereof (collectively, the “Material Contracts”): (i) all contracts with any present Contract (or former officergroup of related Contracts) for the purchase or sale of products or for the furnishing or receipt of services (A) which expressly requires aggregate payments by or to Merger Partner of more than $200,000 or (B) in which Merger Partner has granted manufacturing rights, director “most favored nation” pricing provisions or trustee of the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans marketing or advances distribution rights relating to any such Person products or territory, or has agreed to purchase goods or services exclusively from a particular party or to a right of first offer, right of first refusal, right of first negotiation in favor of any Affiliate of such Person)third party; (ii) all contracts any Contract under which Xxxxxx Partner has granted to a third party a license under, or option or covenant not to sue with any Person including, but not limited respect to, any Governmental Entity, containing any provision or covenant (A) limiting the ability of the Insurance Companies to engage in any line of business, to sell any products or services, to compete with any Person in any geographical area, to do business with any Person or in any location or to employ any Person or (B) limiting the ability of any Person to compete with, or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical areaMerger Partner Intellectual Property; (iii) (A) all contracts relating to any Contract under which Merger Partner is prohibited from selling, licensing or otherwise distributing any of its technology or products, or providing services to, customers or potential customers or any class of customers, in any geographic area, during any period of time or any segment of the borrowing of money by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created in the ordinary course market or line of business) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000; (iv) all contracts any (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other than Insurance Contractsspecial remuneration) with that provides for base salary and target bonus, when taken together, of at least $200,000 and (B) individual independent contractor or consulting Contract that involves or could involve payments in excess of $150,000 within any person containing any provisions or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effecttwelve (12) month period; (v) all contracts relating to the future disposition (includingany Contract, but not limited toplan, restrictions on transfer policy or rights of first refusal) of any Assets of the Insurance Companies other than program providing for severance, termination compensation, retention or stay pay, change in the ordinary course of business, control payments or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of businesstransaction-based bonuses; (vi) any partnership, joint venture, joint marketing, strategic alliance settlement Contract or similar contractssettlement-related Contract (including any Contract in connection with which any employment-related claim is settled) under which either side has remaining financial obligations; (vii) any form of contract that any of the Insurance Companies has entered into with a Producerdealer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23distribution, joint marketing, joint venture, joint development, partnership, strategic alliance, collaboration, development agreement or outsourcing arrangement; (viii) any contract Contract for the provision conduct of research studies, pre-clinical or clinical studies, manufacturing, distribution, supply, marketing or co-promotion of any administrative services with respect to any Insurance Contractproducts in development by or which has been or which is being marketed, including any such contracts with third party administrators distributed, supported, sold or managing general agents;licensed out, in each case by or on behalf of Merger Partner; and (ix) all outstanding powers of attorney any Contract that involved or similar delegations of authority of the Insurance Companies; (x) all contracts relating would reasonably be expected to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on or after January 1, 2000; (xi) all contracts under which either of the Insurance Companies has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created result in the ordinary course of business and (2) mortgage loans generated in the ordinary course of business; (xii) all contracts providing for severance, retention, change of control or other similar payments; and (xiii) all other contracts (other than (i) contracts regarding the purchase or sale of investment assets entered into in the ordinary course of business, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that (A) involve the grant or are reasonably likely transfer to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment third party of any penalty bynew license or other interest under, the abandonment, assignment to any third party, or modification or loss of any right with respect to, or the creation of any Lien (excluding a Permitted Lien) on any Merger Partner Intellectual Property, (B) the grant or transfer to any third party of any license or other interest under, or any other material adverse consequence covenant not to sue with respect to, the Insurance Companies, any Public Company Intellectual Property; or (BC) are otherwise material Merger Partner, Public Company or any of their respective Affiliates being obligated to the business of the Insurance Companiespay any penalty or new or increased royalty or fee to any individual or entity under any agreement governing any Merger Partner Intellectual Property. (b) Each Merger Partner has made available to Public Company a complete and accurate copy of each Contract listed in Sections 3.10(a), 3.10(g), 3.10(h), and 3.11(a) of the Material Contracts constitutes a Merger Partner Disclosure Schedule. With respect to each Contract so listed or that should be listed: (i) the Contract is legal, valid valid, binding and binding obligation of each Insurance Company to the extent that it is party theretoenforceable and in full force and effect against Merger Partner, as applicable, and, to the Knowledge knowledge of SellerMerger Partner, of against each other Person that is a party thereto. Each of the Insurance Companies is not, and as applicable, subject to the Knowledge Bankruptcy and Equity Exception; and (ii) none of SellerMerger Partner, no nor, to the knowledge of Merger Partner, any other party to such Material Contract isparty, is in material breach or violation of, or default of under, any such Material Contract Contract, and no event has occurred, is pending or, to the knowledge of Merger Partner, is threatened, which, with or without notice or lapse of time time, or both, would be, in constitute a material breach or default by Xxxxxx Partner or, to the knowledge of Merger Partner, any other party under such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate such breaches, violations or defaults that, individually or in the ordinary courseaggregate, have not had, and are not reasonably likely to have, a Merger Partner Material Adverse Effect. (c) True and complete copies For purposes of each of this Agreement, the Material Contractsterm “Contract” shall mean, including all amendmentswith respect to any Person, supplements and modifications to each Material Contractany written, have been provided to Buyer. In the case oral or other agreement, contract, subcontract, lease (whether for real or personal property), mortgage, understanding, arrangement, instrument, note, option, warranty, license, sublicense, insurance policy, benefit plan or commitment or undertaking of any Material Contract nature to which such Person is not written, Seller has provided to Buyer a written description party or by which such Person or any of such Material Contractits assets are bound under applicable Law.

Contracts. (a) Schedule 3.8(a) contains a true and complete list All material contracts required to be filed prior to the date hereof by the Company or any of all the following contracts currently in force or terminated but its Subsidiaries pursuant to which any of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Companies is a party or by which any Assets of the Insurance Companies are bound, as such contracts may Regulation S-K have been amended filed as exhibits to, or incorporated by reference in, a Company SEC Document filed after December 31, 2001 and prior to the date hereof (collectivelysuch agreements, the “Material Contracts”):"COMPANY SEC AGREEMENTS"). Except as entered into after the date hereof in compliance with the terms of this Agreement, Section 4.16 to the Company Disclosure Schedule lists all written or oral contracts, agreements, guarantees, leases and executory commitments other than Plans (each a "CONTRACT"), other than any Contract that is a Company SEC Agreement, that fall within any of the following categories: (i) all contracts with any present or former officer, director or trustee of the Insurance Companies (including, but Contracts not limited to, employment contracts and contracts evidencing loans or advances to any such Person or any Affiliate of such Person); (ii) all contracts with any Person including, but not limited to, any Governmental Entity, containing any provision or covenant (A) limiting the ability of the Insurance Companies to engage in any line of business, to sell any products or services, to compete with any Person in any geographical area, to do business with any Person or in any location or to employ any Person or (B) limiting the ability of any Person to compete with, or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical area; (iii) (A) all contracts relating to the borrowing of money by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000; (iv) all contracts (other than Insurance Contracts) with any person containing any provisions or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) all contracts relating to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than in the ordinary course of business, or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of business; (vi) any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23; (viii) any contract for the provision of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts relating to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on or after January 1, 2000; (xi) all contracts under which either of the Insurance Companies has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of business; (xii) all contracts providing for severance, retention, change of control or other similar payments; and (xiii) all other contracts (other than (i) contracts regarding the purchase or sale of investment assets entered into in the ordinary course of business, other than those that are not material to the Company's business, (ii) contracts otherwise required joint venture, partnership and similar Contracts, (iii) service Contracts or equipment leases involving payments by the Company of more than $100,000 per year or $250,000 in the aggregate, (iv) Contracts that contain minimum purchase conditions in excess of $250,000 or requirements or other terms that restrict or limit the purchasing relationships of the Company or its Affiliates, or any customer, licensee or lessee thereof, (v) Contracts relating to be set forth on Schedule 3.8(aany outstanding commitment for capital expenditures in excess of $100,000 per Contract, (vi) Contracts containing covenants purporting to limit the freedom of the Company to compete in any line of business in any geographic area or to hire any individual or group of individuals, (vii) Contracts that, after the Effective Time, would have the effect of limiting the freedom of Parent or its Subsidiaries (other than the Company and its subsidiaries) to compete in any line of business in any geographic area or to hire any individual or group of individuals, (viii) Contracts relating to the lease or sublease of or sale or purchase of, or the servicing of, real or personal property involving any annual expense or price in excess of $100,000, (ix) Contracts with respect any labor organization or union, (x) Contracts relating to Sections 3.8(iindebtedness for borrowed money (including guaranties) through or to any sale-leaseback or leveraged lease or that is an interest rate swap, equity swap or other swap or derivative instrument, other than trade payables and accrued expenses arising in the ordinary course of business consistent with past practices, (xi) Indentures, mortgages, promissory notes, loan agreements, guarantees of borrowed money, letters of credit or other Contracts or instruments of the Company or any of its Subsidiaries or commitments for the borrowing or the lending by the Company or any of its Subsidiaries or providing for the creation of any charge, security interest, encumbrance or lien upon any of the assets of the Company or any of its Subsidiaries, (xii) or Schedule 3.23 Contracts with the 10 largest customers of the Company and its Subsidiaries on a consolidated basis, based on revenues derived from such customers for the calendar month of May 2002 (iii) other contracts which are expressly excluded under any other subsection provided that, for purposes of this Section 3.8paragraph, any group of affiliated or commonly owned or controlled customers shall be treated as a single customer), (xiii) Contracts providing for "earn-outs," "savings guarantees," "performance guarantees," or other contingent payments by the Company in excess of $50,000 in the aggregate, (xiv) Contracts with or for the benefit of any Affiliate of the Company or immediate family member thereof (other than the Company's Subsidiaries), (xv) Contracts pursuant to which the Company or any of its Subsidiaries obtains the right to use any Intellectual Property from any Person other than the Company or any of the Company's Subsidiaries, (xvi) Contracts giving any Person the right to require the Company to register shares of capital stock or to participate in any such registration, (xvii) Contracts outside of the ordinary course of business that contain material indemnification obligations of the Company or any of its Subsidiaries to any Person, (Axviii) involve material Contracts under which there are, or are reasonably likely have been in the past six months, to involve the payment pursuant knowledge of the Company, any material default by any party thereto, including the Company and its Subsidiaries, (xix) Contracts, or amendments or supplements, that individually or in the aggregate, amount to a material change to the terms of such contracts payment or payment practices with respect to existing Contracts relating to a non-de minimis portion (by dollar value or number of customers or number of suppliers) of the Company's accounts receivable or accounts payable, (xx) Contracts having the effect of limiting the freedom of any Person to compete with the Company or any of its Subsidiaries in any line of business in any geographic area or to hire any individual or group of individuals employed by the Insurance Companies Company or any of $10,000 its Subsidiaries, and (xxi) Contracts outside the ordinary course of business with respect to the sale, disposition or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment encumbrance of any penalty by, assets or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise businesses material to the business of the Insurance CompaniesCompany as presently conducted. The Company SEC Agreements, together with the Contracts required to be disclosed in Section 4.16 of the Company Disclosure Schedule are referred to herein as the "COMPANY DISCLOSED CONTRACTS". The Company has previously made available to Parent true and complete copies of those Company Disclosed Contracts requested by Parent. (b) Each of the Material Company Disclosed Contracts constitutes is a legalvalid and binding obligation of the Company or one of its Subsidiaries and, to the knowledge of the Company, the valid and binding obligation of each Insurance Company to the extent that it is other party thereto, andexcept for such Company Disclosed Contract that, if not so valid and binding, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries is or is alleged to be nor, to the Knowledge knowledge of Sellerthe Company, of each is any other Person that is a party thereto. Each of the Insurance Companies is not, and to the Knowledge of Seller, no other party to such Material Contract is, in material breach or violation of or in default of any such Material Contract orin respect of, nor has there occurred an event or condition, that with or without notice or lapse the passage of time or giving of notice (or both), would beconstitute a material default under or permit the termination of, in material breach or default give rise to or accelerate the timing of any such Material Contract. None of such Material Contracts have been terminated material rights or threatened in writing to be terminatedpenalties under, except for those Material Contracts that terminate in the ordinary course. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Company Disclosed Contract.

Contracts. to the Companies' Disclosure Schedule lists all contracts, agreements, guarantees, leases and executory commitments that exist as of the date hereof other than Plans (aeach a "Contract") Schedule 3.8(a) contains a true and complete list of all the following contracts currently in force or terminated but pursuant to which any of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Companies is a party or by and which fall within any Assets of the Insurance Companies following categories: (a) Contracts not entered into in the Ordinary Course of Business other than those that are bound, as such contracts may have been amended not material to the date hereof Businesses, (collectivelyb) joint venture and partnership agreements, (c) Contracts containing covenants purporting to limit the “Material Contracts”): (i) all contracts with freedom of any present or former officer, director or trustee of the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans or advances to any such Person or any Affiliate of such Person); (ii) all contracts with any Person including, but not limited to, any Governmental Entity, containing any provision or covenant (A) limiting the ability of the Insurance Companies to engage in any line of business, to sell any products or services, to compete with any Person in any geographical area, to do business with any Person or in any location or to employ any Person or (B) limiting the ability of any Person to compete with, or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical area; geographic area or to hire any individual or group of individuals, (iiid) (A) all contracts relating to Contracts which after the borrowing Closing Date would have the effect of money by limiting the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money or other financial obligation of any Person or other liability freedom of the Insurance Companies Purchaser or its subsidiaries to compete in respect any line of indebtedness for borrowed money business in any geographic area or other financial obligations to hire any individual or group of any Personindividuals, including, but not limited to, lines of credit or similar facilities and (Be) any contract involving the deferred Contracts which contain minimum purchase price of property conditions in excess of $10,000; 1,000,000 with respect to inventory purchases for resale, and $500,000 in the case of everything else, or requirements or other terms that restrict or limit the purchasing relationships of any of the Companies, or any customer, licensee or lessee thereof, (ivf) all contracts Contracts relating to any outstanding commitment for capital expenditures in excess of $250,000, (g) indentures, mortgages, promissory notes, loan agreements or guarantees of borrowed money in excess of $1,000,000, letters of credit or other agreements or instruments of any of the Companies or commitments for the borrowing or the lending of amounts in excess of $1,000,000 by any of the Companies or providing for the creation of any charge, security interest, encumbrance or lien upon any of the assets of any of the Companies with an aggregate value in excess of $100,000, (h) Contracts providing for "earn-outs" or other contingent payments by any of the Companies involving more than $100,000 over the term of the Contract, and (i) Contracts with or for the benefit of any Affiliate of any of the Companies or immediate family member thereof (other than Insurance Contractssubsidiaries of the Company) with any person containing any provisions or covenant relating involving more than $60,000 in the aggregate per Affiliate. All such Contracts and all contracts to which Companies is a party and which involve annual revenues to the indemnification Businesses of the Companies in excess of 2.5% of the Companies' consolidated annual revenues (each, a "Material Contract") are valid and binding obligations of one or holding harmless by more of the Insurance Companies and, to the knowledge of the Company and the Sellers, the valid and binding obligation of each other party thereto except such Contracts or Material Contracts which have had or reasonably could be expected to haveif not so valid and binding would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (v) all contracts relating Change with respect to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than in the ordinary course of business, or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of business; (vi) any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that taken as a whole. Neither any of the Insurance Companies has entered into with a Producernor, provided that all contracts entered into with Producers are materially comparable to the forms knowledge of Producer contracts set forth on Schedule 3.23; the Company or the Sellers, any other party thereto is in violation of or in default in respect of, nor has there occurred an event or condition which with the passage of time or giving of notice (viiior both) would constitute a default under or permit the termination of, any contract for such Contract or Material Contract except such violations or defaults under or terminations which, individually or in the provision of any administrative services aggregate, would not reasonably be expected to result in a Material Adverse Change with respect to the Companies taken as a whole. Set forth in Section 3.17(j) to the Companies' Disclosure Schedule is a description of any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority material changes to the amount and terms of the Insurance Companies; (x) all contracts relating indentures of any of the Companies from the descriptions thereof in the notes to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on or after January 1, 2000; (xi) all contracts under which either of the Insurance Companies has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of business; (xii) all contracts providing for severance, retention, change of control or other similar payments; and (xiii) all other contracts (other than (i) contracts regarding the purchase or sale of investment assets entered into in the ordinary course of business, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that (A) involve or are reasonably likely to involve the payment pursuant financial statements previously delivered to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business of the Insurance CompaniesPurchaser. (b) Each of the Material Contracts constitutes a legal, valid and binding obligation of each Insurance Company to the extent that it is party thereto, and, to the Knowledge of Seller, of each other Person that is a party thereto. Each of the Insurance Companies is not, and to the Knowledge of Seller, no other party to such Material Contract is, in material breach or default of any such Material Contract or, with or without notice or lapse of time or both, would be, in material breach or default of any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary course. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contract.

Contracts. Section 5.16 to the BLP Disclosure Schedule lists, as of the date of this Agreement, all written or oral contracts, agreements, guarantees, leases and executory commitments, other than Plans that BLP or any of its subsidiaries is a party (each, a “Contract”) and that fall within any of the following categories: (a) Schedule 3.8(a) contains a true and complete list Contracts not entered into in the ordinary course of all the following contracts currently in force BLP’s or terminated but pursuant to which any of its subsidiaries business other than those that are not material to the Insurance Companies continues to have liabilities business of BLP or receive benefitsany of its subsidiaries, (b) joint venture, partnership and similar agreements, (c) Contracts that are service contracts or equipment leases involving payments by BLP and any of its subsidiaries, in each case excluding Insurance Contractsthe aggregate, of more than $200,000 per year, (d) Contracts containing covenants purporting to which either limit the freedom of the Insurance Companies is a party or by which any Assets of the Insurance Companies are bound, as such contracts may have been amended to the date hereof (collectively, the “Material Contracts”): (i) all contracts with any present or former officer, director or trustee of the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans or advances to any such Person BLP or any Affiliate of such Person); (ii) all contracts with any Person including, but not limited to, any Governmental Entity, containing any provision or covenant (A) limiting the ability of the Insurance Companies to engage in any line of business, to sell any products or services, its subsidiaries to compete with any Person in any geographical area, to do business with any Person or in any location or to employ any Person or (B) limiting the ability of any Person to compete with, or obtain or provide products or services from or to the Insurance Companies in any line of business or in any geographical area; geographic area or to hire any individual or group of individuals, (iiie) (A) all contracts relating to Contracts that, after the borrowing Effective Time, would have the effect of money by limiting the Insurance Companies freedom of Cardinal or any of its subsidiaries (other than BLP and any the Surplus Debentures and intercompany obligations created of its subsidiaries) to compete in the ordinary course any line of businessbusiness in any geographic area or to hire any individual or group of individuals, (f) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money or other financial obligation of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred Contracts that contain minimum purchase price of property conditions in excess of $10,000; 200,000 or requirements or other terms that restrict or limit the purchasing relationships of BLP or any of its affiliates, or any customer, licensee or lessee thereof, (ivg) all contracts Contracts relating to any outstanding commitment for capital expenditures in excess of $200,000, (h) Contracts relating to the lease or sublease of or sale or purchase of real or personal property not cancelable by BLP or any of its subsidiaries (without premium or penalty) within one month, (i) Contracts with any labor organization or union, (j) indentures, mortgages, promissory notes, loan agreements, guarantees of borrowed money in excess of $100,000, letters of credit or other agreements or instruments of BLP or any of its subsidiaries or commitments for the borrowing or the lending of amounts in excess of $100,000 by BLP or any of its subsidiaries or providing for the creation of any charge, security interest, encumbrance or lien upon any of the assets of BLP or any of its subsidiaries, (k) individual Contracts involving annual revenues to the businesses of BLP and any of its subsidiaries in excess of 2.5% of BLP’s 2001 annual revenues, (l) Contracts providing for “earn-outs,” “savings guarantees,” “performance guarantees,” or other contingent payments by BLP or any of its subsidiaries involving more than $100,000 over the term of the Contract, (m) Contracts with or for the benefit of any of BLP’s affiliates or immediate family member thereof (other than Insurance ContractsBLP’s subsidiaries) with involving more than $100,000 in the aggregate per affiliate, and (n) Contracts involving payments by BLP or any person containing any provisions or covenant relating of its subsidiaries of more than $500,000 per year. All such Contracts and all other Contracts that are material to the indemnification business or holding harmless by operations of BLP or any of its subsidiaries are valid and binding obligations of BLP or of such subsidiary, and, to the Insurance Companies which have had knowledge of BLP or reasonably could be expected to havesuch subsidiary, the valid and binding obligation of each other party thereto, except such Contracts that, if not so valid and binding, would not, individually or in the aggregate, have a Material Adverse Effect; (v) all contracts relating to the future disposition (including, but not limited to, restrictions Effect on transfer or rights BLP. None of first refusal) of any Assets of the Insurance Companies other than in the ordinary course of business, or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoingBLP, any contracts for the sale of investment assets in the ordinary course of business; (vi) any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23; (viii) any contract for the provision of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts relating to the acquisition by the Insurance Companies of any operating business or the capital stock of any other Person entered into on or after January 1, 2000; (xi) all contracts under which either of the Insurance Companies has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of business; (xii) all contracts providing for severance, retention, change of control or other similar payments; and (xiii) all other contracts (other than (i) contracts regarding the purchase or sale of investment assets entered into in the ordinary course of business, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that (A) involve or are reasonably likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business of the Insurance Companies. (b) Each of the Material Contracts constitutes a legal, valid and binding obligation of each Insurance Company to the extent that it is party theretoits subsidiaries, and, to the Knowledge knowledge of SellerBLP or any of its subsidiaries, of each any other Person that is a party thereto. Each , is in violation of or in default in respect of, nor has there occurred an event or condition that with the Insurance Companies is not, and to the Knowledge of Seller, no other party to such Material Contract is, in material breach or default of any such Material Contract or, with or without notice or lapse passage of time or giving of notice (or both) would constitute a default under or permit the termination of, any such Contract or of any other Contract that is material to the business or operations of BLP or any of its subsidiaries, except such violations or defaults under or terminations which, individually or in the aggregate, would be, in material breach not have or default of any such reasonably be expected to have a Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary courseAdverse Effect on BLP. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contract.

Contracts. (a) Schedule 3.8(a) contains a true and complete list For purposes of all this Agreement, the following contracts currently in force or terminated but pursuant to which term "Company Material Contract" means any of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contracts, following Contracts to which either the Company or any of the Insurance Companies its Subsidiaries is a party or by which any Assets of the Insurance Companies are otherwise bound, as such contracts may have been amended to the date hereof (collectively, the “Material Contracts”): : (i) all contracts with any present Contract pursuant to which the Company and its Subsidiaries reasonably expect to spend or former officermay receive, director or trustee of in the Insurance Companies (includingaggregate, but not limited tomore than $1,000,000 during the fiscal year ended December 31, employment contracts and contracts evidencing loans or advances to any such Person or any Affiliate of such Person); 2006, (ii) all contracts with any Person including, but not limited to, any Governmental Entity, Contract containing any provision or covenant (A) limiting the ability right of the Insurance Companies Company or any of its Subsidiaries to engage in any line of business, to sell make use of any products material Intellectual Property or services, to compete with any Person in any geographical arealine of business, to do business with any Person or in any location or to employ any Person or (B) limiting granting to any customer or partner of the ability Company exclusive rights to use services, software or application of any Person to compete withthe Company, or obtain (C) otherwise having a material adverse effect on the right of the Company or provide its Subsidiaries to sell or distribute any products or services from or to the Insurance Companies in purchase or otherwise obtain any line of business or in any geographical area; software, (iii) any "material contract" (Aas such term is defined in Item 601(b)(10) all contracts relating of Regulation S-K) with respect to the borrowing of money by the Insurance Companies Company and its Subsidiaries, (iv) any employment, consulting or indemnification Contract (other than a standard stock option, assignment of inventions or confidentiality agreement) with any the Surplus Debentures and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money executive officer or other financial obligation of any Person or other liability employee of the Insurance Companies in respect Company, a Subsidiary of indebtedness for borrowed money the Company or other financial obligations any member of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property Company Board earning an annual salary in excess of $10,000; (iv) all contracts (150,000, other than Insurance Contractsthose that are terminable by the Company or any of its Subsidiaries on no more than 30 days' notice without material liability or financial obligation to the Company or any of its Subsidiaries, (v) with any person containing any provisions Contract relating to indebtedness or covenant other commitment relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) all contracts relating to the future disposition (including, but not limited to, restrictions on transfer or rights incurrence of first refusal) of any Assets indebtedness of the Insurance Companies other than Company or an of its Subsidiaries, with respect to an amount in the ordinary course excess of business$250,000, or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of business; (vi) any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23; (viii) any contract for the provision of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies; (x) all contracts Contract relating to the disposition or acquisition by the Insurance Companies Company or any of its Subsidiaries, after the date of this Agreement, of a material amount of assets not in the Ordinary Course of Business or pursuant to which the Company or any operating business or the capital stock of its Subsidiaries has any other Person entered into on or after January 1, 2000; (xi) all contracts under which either of the Insurance Companies has made advances or loans to material ownership interests in any other Person other than the Company's Subsidiaries, (1vii) any Contract relating to capital expenditures by the Surplus Debentures Company or any Subsidiary and intercompany obligations created involving future payments which, together with future payments under all other Contracts or commitments relating to the same capital project, exceed $1,000,000, (viii) any Contract providing for the administration by any Person of any part of the leases, loans, installment financing contracts, installment sales contracts, conditional sales agreements or financial instruments of a similar type of the Company or any of its Subsidiaries, (ix) any Contract limiting the right of the Company or any Subsidiary to pay dividends or distributions to its shareholders, (x) any Contract in which the ordinary course Company or any Subsidiary participates as a general partner or joint venture, (xi) any Contract between or among the Company, on the one hand, and any of business and its Affiliates (2) mortgage loans generated in other than the ordinary course of business; Company or a Subsidiary), on the other hand, (xii) all contracts any Contract providing for severanceindemnification or any guaranty that is material to the Company and its Subsidiaries, retentiontaken as a whole (in each case, change under which the Company has continuing obligations as of control the date hereof), other than any guaranty by the Company of any of its Subsidiaries' obligations or other similar payments; and any Contract providing for indemnification entered into in connection with the distribution, sale or license of services or hardware or software products in the Ordinary Course of Business, or otherwise in accordance with the Company's standard forms of software license agreement as provided or made available to Buyer, (xiii) all other contracts (any Contract to provide source code to any third party for any products that are material to the Company, including any Contract to put such source code in escrow with a third party on behalf of a licensee or contracting party, other than (i) contracts regarding the purchase or sale of investment assets any customer Contracts entered into in the ordinary course Ordinary Course of businessBusiness consistent with past practice and substantially on the Company's standard terms and conditions providing for placement of such source code into escrow solely for the purpose of permitting the customer or its agents to use such source code in support of internal use of the Company's products, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iiixiv) any settlement Contract other contracts which are expressly excluded under any other subsection of this Section 3.8) that than (A) involve releases immaterial in nature or are reasonably likely to involve amount entered into with former employees or independent contractors of the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 Company in the aggregate during the terms Ordinary Course of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, Business or (B) settlement Contracts only involving the payment of cash (which has been paid) in amounts that do not exceed $500,000 in any individual case. All Company Material Contracts are otherwise material to the business described in Section 2.11(a)(i) and (ii) are listed in Section 2.11(a)(i) and (ii), respectively, of the Insurance CompaniesCompany Disclosure Schedule. (b) Each of the Material Contracts constitutes a legal, valid and binding obligation of each Insurance Company to the extent that it is party thereto, and, to the Knowledge of Seller, of each other Person that is a party thereto. Each of the Insurance Companies is not, and to the Knowledge of Seller, no other party to such Material Contract is, in material breach or default of any such Material Contract or, with or without notice or lapse of time or both, would be, in material breach or default of any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary course. (c) True and complete copies of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contract.

Contracts. (a) Schedule 3.8(aExcept as listed in Section 3.22(a) contains a true and complete list of all the following contracts currently in force or terminated but pursuant to which any of the Insurance Companies continues to have liabilities or receive benefitsCompany Disclosure Letter, in each case excluding Insurance Contractsand except for Company Benefit Plans, to which either of neither the Insurance Companies Company nor any Company Subsidiary is a party to or by which any Assets bound by, as of the Insurance Companies are bound, as such contracts may have been amended to the date hereof (collectively, the “Material Contracts”):hereof: (i) all contracts with any present agreement relating to Indebtedness (other than agreements among direct or former officer, director or trustee indirect wholly owned Company Subsidiaries) in excess of the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans or advances to any such Person or any Affiliate of such Person)$10,000,000; (ii) all contracts with any Person includingjoint venture, but not partnership, limited toliability company or other similar agreements or arrangements relating to the formation, any Governmental Entitycreation, containing any provision operation, management or covenant (A) limiting the ability of the Insurance Companies to engage in any line of business, to sell any products or services, to compete with any Person in any geographical area, to do business with any Person or in any location or to employ any Person or (B) limiting the ability control of any Person to compete with, partnership or obtain or provide products or services from or joint venture material to the Insurance Companies Company or any of its Subsidiaries in which the Company or any line Company Subsidiary owns any interest valued at more than $10,000,000 without regard to percentage voting or economic interest (unless pursuant to such agreement or arrangement the Company and/or the Company Subsidiaries, as the case may be, do not have a future funding obligation likely to require funding of business or more than $10,000,000 in any geographical areathe aggregate); (iii) (A) all contracts any agreement or series of related agreements, including any option agreement, relating to the borrowing of money by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) acquisition or the direct or indirect guarantee by the Insurance Companies disposition of any obligation material business or material real property (whether by merger, sale of any Person for borrowed money stock, sale of assets or other financial obligation of any Person or other liability of the Insurance Companies in respect of indebtedness for borrowed money or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000otherwise); (iv) all contracts (any material agreement other than Insurance Contractsan agreement with respect to compensation or similar arrangements not involving a director of the Company or one of the officers of the Company for purposes of Section 16 of the Exchange Act and any agreement entered into in a commercially reasonable manner consistent with industry practice with (A) with any person containing any provisions Person directly or covenant relating to the indemnification indirectly owning, controlling or holding harmless with power to vote, 5% or more of the outstanding voting securities of the Company or any Company Subsidiary, (B) any Person 5% or more of the outstanding voting securities of which are directly or indirectly owned, controlled or held with power to vote by the Insurance Companies which have had Company or reasonably could be expected to have, individually any Company Subsidiary or in (C) any current or former director or officer of the aggregate, a Material Adverse EffectCompany or any Company Subsidiary; (v) all contracts relating any agreement (including any exclusivity agreement) that purports to limit or restrict in any material respect either the future type of business in which the Company or the Company Subsidiaries (or, after the Effective Time, Parent or its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business including any covenant not to compete or could require the disposition (including, but not limited to, restrictions on transfer or rights of first refusal) of any Assets material assets or line of business of the Insurance Companies other than in Company or the ordinary course of business, or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of businessCompany Subsidiaries; (vi) any partnershipsales, joint venturedistribution, joint marketingagency or other similar agreement providing for the sale by the Company or any Company Subsidiary of materials, strategic alliance supplies, goods, services, equipment or similar contractsother assets that are material to the Company and the Company Subsidiaries taken as a whole and involving payments to the Company in excess of $17,500,000 annually; (vii) any form of contract that agreement relating to any of the Insurance Companies has entered into with a Producermaterial interest rate, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23currency or commodity derivatives or hedging transaction; (viii) any contract agreement (including keepwell agreement) under which (A) any Person (other than the Company or a Company Subsidiary) has directly or indirectly guaranteed any liabilities or obligations of the Company or any Company Subsidiary or (B) the Company or any Company Subsidiary has directly or indirectly guaranteed liabilities or obligations of any other Person (other than the Company or a Company Subsidiary) (in each case other than endorsements for the provision purpose of any administrative services collection in a commercially reasonable manner consistent with respect to any Insurance Contractindustry practice), including any unless such contracts with third party administrators or managing general agentsguarantor obligation is less than $10,000,000; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companies;any material "take-or-pay" agreements; or (x) all contracts relating to any agreement the acquisition by the Insurance Companies termination or breach of any operating business which or the capital stock failure to obtain consent in respect of any other Person entered into on or after January 1, 2000; (xi) all contracts under which either of the Insurance Companies has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of business; (xii) all contracts providing for severance, retention, change of control or other similar payments; and (xiii) all other contracts (other than (i) contracts regarding the purchase or sale of investment assets entered into in the ordinary course of business, (ii) contracts otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection of this Section 3.8) that (A) involve or are reasonably is likely to involve the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, or any other material adverse consequence to, the Insurance Companies, or (B) are otherwise material to the business of the Insurance Companieshave a Company Material Adverse Effect. (b) Each The agreements, commitments, arrangements and plans listed or required to be listed in Section 3.22(a) of the Material Contracts constitutes Company Disclosure Letter are referred to herein as the "Company Contracts." Each Company Contract is a legal, valid and binding obligation agreement of each Insurance the Company to or a Company Subsidiary, as the extent that it case may be, and is party theretoin full force and effect, andand none of the Company, any Company Subsidiary or, to the Knowledge of Seller, of each other Person that is a party thereto. Each knowledge of the Insurance Companies is notCompany, and to the Knowledge of Seller, no any other party to such Material Contract is, thereto is in default or breach in any material breach or default respect under the terms of any such Material Contract or, with or without notice or lapse of time or both, would be, in material breach or default of any such Material Company Contract. None of such Material Contracts have been terminated or threatened in writing to be terminatedTrue, except for those Material Contracts that terminate in the ordinary course. (c) True correct and complete copies of (i) each of the Material Contracts, such Company Contract (including all amendmentsmodifications and amendments thereto and waivers thereunder) and (ii) all form contracts, supplements agreements or instruments used in and modifications material to each Material Contract, the Business have been provided made available to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material ContractParent.

Contracts. (a) Schedule 3.8(a) contains Section 4.14 of the Company Disclosure Letter sets forth a true and complete list of all of the following contracts currently in force or terminated but pursuant Contracts to which the Company or any of the Insurance Companies continues to have liabilities or receive benefits, in each case excluding Insurance Contracts, to which either of the Insurance Companies its Subsidiaries is a party or is bound by which any Assets and that remain in effect as of the Insurance Companies are bound, as such contracts may have been amended to the date hereof (collectively, the “Material Contracts”"MATERIAL CONTRACTS"): (i) all contracts with any present Advisory Contract or former officer, director or trustee of the Insurance Companies (including, but not limited to, employment contracts and contracts evidencing loans or advances to any such Person or any Affiliate of such Person)Strategic Financing Agreement; (ii) all contracts any Contract relating to (x) the engagement of any financial institution (other than with any Person includingrating agency, but trustee or routine service provider) in respect of engagements not limited toyet completed or (y) the warehousing of securities, in each case, in connection with the formation or offering of any Governmental Entitysecurities of any CDO the closing of which has not yet occurred under which it is reasonably likely that the Company or any of its Subsidiaries has any continuing material obligations; (iii) any Contract for the purchase of any data, containing assets, material or equipment, other than any provision such Contract entered into in the ordinary course of business or covenant in an amount not exceeding $250,000 annually; (Aiv) limiting any other Contract under which the ability Company and its Subsidiaries have paid or are required to pay in excess of $250,000 annually; (v) any Contract for the sale of all or any material assets of the Insurance Companies Company or any of its Subsidiaries other than in the ordinary course of business; (vi) any Contract relating to engage the acquisition (by merger, purchase of stock or assets or otherwise) by the Company or any of its Subsidiaries of any operating business or material assets or the capital stock or other equity interests of any other Person; (vii) any partnership, strategic alliance, sharing of profits or joint venture agreements or other similar Contracts; (viii) any Contracts containing covenants of the Company or any of its Subsidiaries not to compete in any line of business, to sell any products business or services, to compete with any Person in any geographical area, to do business with any Person area or in any location or to employ any Person or (B) limiting the ability covenants of any other Person not to compete with, with the Company or obtain or provide products or services from or to the Insurance Companies any of its Subsidiaries in any line of business or in any geographical area; (iiiix) (A) all contracts any Contract relating to the borrowing of money by the Insurance Companies (other than any the Surplus Debentures and intercompany obligations created in the ordinary course of business) or the direct or indirect guarantee by the Insurance Companies of any obligation of any Person for borrowed money or other financial obligation of any Person or other liability Debt of the Insurance Companies in respect of indebtedness for borrowed money Company or other financial obligations of any Person, including, but not limited to, lines of credit or similar facilities and (B) any contract involving the deferred purchase price of property in excess of $10,000; (iv) all contracts (other than Insurance Contracts) with any person containing any provisions or covenant relating to the indemnification or holding harmless by the Insurance Companies which have had or reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) all contracts relating to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) of any Assets of the Insurance Companies other than in the ordinary course of business, or for the grant to any person of any preferential rights to purchase or use any Assets of the Insurance Companies other than, in the case of each of the foregoing, any contracts for the sale of investment assets in the ordinary course of business; (vi) any partnership, joint venture, joint marketing, strategic alliance or similar contracts; (vii) any form of contract that any of the Insurance Companies has entered into with a Producer, provided that all contracts entered into with Producers are materially comparable to the forms of Producer contracts set forth on Schedule 3.23; (viii) any contract for the provision of any administrative services with respect to any Insurance Contract, including any such contracts with third party administrators or managing general agents; (ix) all outstanding powers of attorney or similar delegations of authority of the Insurance Companiesits Subsidiaries; (x) all contracts relating any Contracts, excluding any Benefit Plan, with any (A) current officer, director, stockholder or Affiliate of the Company or any of its Subsidiaries or (B) any former officer, director, stockholder or Affiliate of the Company or any of its Subsidiaries pursuant to which the acquisition by the Insurance Companies Company or any of its Subsidiaries has any operating business or the capital stock of any other Person entered into on or after January 1, 2000material continuing obligations thereunder; (xi) all contracts any Contracts with any labor union or association representing any Employee of the Company or any of its Subsidiaries; (xii) any Contracts imposing a Lien (other than Permitted Liens) on any of the assets of the Company or any of its Subsidiaries; (xiii) any Contracts, excluding any Benefit Plan, under which either the Company or any of the Insurance Companies its Subsidiaries has made advances or loans to any other Person other than (1) the Surplus Debentures and intercompany obligations created in the ordinary course of business and (2) mortgage loans generated in the ordinary course of businessPerson; (xiixiv) all contracts providing for severanceany outstanding Contracts of guaranty, retentiondirect or indirect, change by the Company or any of control its Subsidiaries under which the Company or other similar paymentsany of its Subsidiaries may be required to pay in excess of $250,000; andor (xiiixv) all other contracts (other than (i) contracts regarding the purchase any Contracts with any investment or sale of investment assets entered into in the ordinary course of businessresearch consultant, (ii) contracts solicitor or sales agent, or otherwise required to be set forth on Schedule 3.8(a) with respect to Sections 3.8(i) through (xii) or Schedule 3.23 and (iii) other contracts which are expressly excluded under any other subsection the referral of this Section 3.8) that (A) involve or are reasonably likely business to involve either of the payment pursuant to the terms of such contracts by or to the Insurance Companies of $10,000 or more within any 12 month period or $100,000 in the aggregate during the terms of such contracts and are not terminable on 30 days or less notice without the payment of any penalty by, Company or any other material adverse consequence to, the Insurance Companies, of its Subsidiaries (including any agreement with respect to solicitation of prospective investors in any CDOs or (B) are otherwise material to the business of the Insurance CompaniesHedge Funds). (b) Each Except as would not have a Company Material Adverse Effect or as disclosed in Section 4.14(b) of the Company Disclosure Letter, (i) each Material Contracts Contract, assuming such Material Contract has been duly authorized, executed and delivered by the other parties thereto, constitutes a the legal, valid and binding obligation of each Insurance the Company to or the extent that it is party thereto, and, to the Knowledge of Seller, of each other Person that is a party thereto. Each applicable Subsidiary of the Insurance Companies is notCompany, enforceable against the Company or the applicable Subsidiary of the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws, laws of general applicability relating to or affecting creditors' rights and to general equity principles and (ii) neither the Knowledge Company nor any of Seller, no other party to such Material Contract is, in material breach or default the Subsidiaries has received written notice of any such Material Contract or, with uncured or without notice unwaived material default by the Company or lapse any of time or both, would be, in material breach or default of any such Material Contract. None of such Material Contracts have been terminated or threatened in writing to be terminated, except for those Material Contracts that terminate in the ordinary courseSubsidiaries. (c) True and complete copies Nothing in this Section 4.14 is intended to address any matters with respect to the Buyer or any of each of the Material Contracts, including all amendments, supplements and modifications to each Material Contract, have been provided to Buyer. In the case of any Material Contract which is not written, Seller has provided to Buyer a written description of such Material Contractits Subsidiaries.