Common use of Investment Assets Clause in Contracts

Investment Assets. (a) Seller has provided to Purchaser prior to the Contract Date (i) a true, complete and correct list of all investment assets and cash owned beneficially or of record by MONY or by MLOA and held in connection with the Business other than the Excluded Investments (collectively, the “Investment Assets”) as of February 28, 2013 and (ii) true, complete and correct copies of the investment policies and guidelines applicable to their investment activities in effect as of the Contract Date (the “Investment Guidelines”). (b) Except as set forth on Section 3.26(b) of the Seller Disclosure Letter, to the Knowledge of Seller, none of MONY, MLOA, Parent, Seller or any of their Affiliates (A) has received written notice that any of the Investment Assets is in default in any payment of principal, distributions, interest, dividends or any other material payment or performance obligation thereunder or (B) is aware of any breach of, or default under, any covenants of any of the Investment Assets. (c) Except as set forth on Section 3.26(c) of the Seller Disclosure Letter, each of the Investment Assets complied in all material respects with the investment policies and guidelines as in effect at the time such asset was acquired by the Business. Each of MONY and MLOA, as applicable, has good and marketable title in and to all of the Investment Assets it purports to own, free and clear of all Liens, other than Permitted Liens. (d) Except as set forth on Section 3.26(d) of the Seller Disclosure Letter, neither MONY nor MLOA has any material funding obligations of any kind, or material obligation to make any additional advances or investments (including any obligation relating to any currency or interest rate swap, hedge or similar arrangement) in respect of any of the Investment Assets. There are no material outstanding commitments, options, put agreements or other arrangements relating to the Investment Assets to which Purchaser or MONY may be subject upon or after the Closing.

Investment Assets. (a) Seller has provided Except as would not, individually or in the aggregate, reasonably be likely to Purchaser prior to the Contract Date have a Sagicor Material Adverse Effect, (i) a true, complete and correct list each of all the investment assets and cash owned beneficially or of record by MONY or by MLOA and held in connection with the Business other than the Excluded Investments a Sagicor Insurance Entity (collectively, the “Investment Assets”) as of February 28, 2013 and (ii) true, complete and correct copies of the investment policies and guidelines applicable to their investment activities in effect as of the Contract Date (the “Investment Guidelines”). (b) Except as set forth on Section 3.26(b) of the Seller Disclosure Letter, to the Knowledge of Seller, none of MONY, MLOA, Parent, Seller or any of their Affiliates (A) has received written notice that any of the Investment Assets is in default in any payment of principal, distributions, interest, dividends or any other material payment or performance obligation thereunder or (B) is aware of any breach of, or default under, any covenants of any of the Investment Assets. (c) Except as set forth on Section 3.26(c) of the Seller Disclosure Letter, each of the Investment Assets complied in all material respects with the investment policies and guidelines as and applicable Laws in effect at the time such asset Investment Asset was acquired by the Business. Each applicable Sagicor Insurance Entity and has so complied in respect of MONY such policies and MLOA, as applicable, guidelines and applicable Laws in effect since such time (the “Investment Guidelines”) and (ii) Sagicor and each of its Subsidiaries has good and marketable title in and to all of the Investment Assets it purports to own, free and clear of all Liens, other than Permitted Liens. Section 3.15(a) of the Sagicor Disclosure Schedule sets forth a list of each Investment Asset as of December 31, 2017 that represented 10% or more of the consolidated assets of Sagicor (indicated as total assets on the audited consolidated financial statements of Sagicor as at and for the fiscal year ended December 31, 2017), with information included therein as to the book value of each such Investment Asset, the face amount, interest rate, term and amortization period thereof, in each case, as of September 30, 2018. Section 3.15(a) of the Sagicor Disclosure schedule is true and complete in all material respects. None of the Investment Assets is in material default in the payment of principal or interest or dividends or, to the Knowledge of Sagicor, permanently impaired to any extent, except as would not, individually or in the aggregate, have a Sagicor Material Adverse Effect. (db) Except As of the Agreement Date, except as set forth on in Section 3.26(d3.15(b) of the Seller Sagicor Disclosure LetterSchedule or as would not, individually or in the aggregate, reasonably be likely to have a Sagicor Material Adverse Effect, (i) neither MONY Sagicor nor MLOA any of its Subsidiaries has any material funding obligations of any kind, or material obligation to make any additional advances or investments (including any obligation relating to any currency or interest rate swap, hedge or similar arrangement) in respect of of, any of the Investment Assets. There Assets and (ii) there are no material outstanding commitments, options, put agreements or other arrangements relating to the Investment Assets to which Purchaser Sagicor or MONY any of its Subsidiaries may be subject upon or after the ClosingEffective Time.

Investment Assets. (a) The Seller has provided to Purchaser the Acquiror prior to the Contract Date date hereof (i) a true, correct and complete and correct list of all investment assets and cash owned beneficially or of record record, including Loan Interests owned, by MONY or by MLOA the Company and held in connection with the Business other than Transferred Subsidiaries, excluding the Excluded Investments Capital Stock of any of the Transferred Subsidiaries (collectively, the “Investment Assets”) as of February 28November 30, 2013 2009 and (ii) true, complete and correct copies of the investment policies and guidelines applicable to their investment activities of each Insurance Company in effect force as of the Contract Date date hereof (the “Investment Guidelines”). (b) . Except as set forth on Section 3.26(b3.17(a) of the Seller Disclosure Letter, to the Knowledge of the Seller, none of MONY, MLOA, Parent, Seller or neither the Company nor any of their Affiliates the Transferred Subsidiaries (A) has received written notice that any of the Investment Assets is owned by the Company or any of the Transferred Subsidiaries is, as of the date hereof, in default in any payment of principal, distributions, interest, dividends or any other material payment or performance obligation thereunder or (B) is aware of any breach of, or default under, any covenants of any of the Investment Assets. (c) Assets owned by the Company or any of the Transferred Subsidiaries. Except as set forth on Section 3.26(c3.17(a) of the Seller Disclosure Letter, each as of the date hereof, all such Investment Assets complied of the Company and the Transferred Subsidiaries comply in all material respects with the investment policies Investment Guidelines and guidelines in all respects with all applicable Law. Since November 30, 2009, the Company and the Transferred Subsidiaries have conducted transactions in their respective Investment Assets only as would not have resulted in a breach in any material respect of Section 6.01 had such section been in effect at with respect to the time such asset was acquired by period from November 30, 2009 to the Businessdate hereof. Each of MONY the Company and MLOA, as applicable, the Transferred Subsidiaries has good and marketable title in and to all of the Investment Assets it purports to own, free and clear of all Liens, other than Permitted Liens. (b) Each secured Loan Interest owned by the Company or any Transferred Subsidiary is secured by a Lien, including a first priority mortgage, deed of trust, security deed, security agreement, as applicable, or other Lien or equivalent security instrument in the applicable jurisdiction and the Lien which secures such Loan Interest constitutes a perfected and enforceable security interest under applicable Law. There are no Material Contracts pursuant to which any Person has the right or obligation, to service or take any other action for or on behalf of the Company or any Transferred Subsidiary with respect to any of the Investment Assets, except those identified on Section 3.17(b) of the Seller Disclosure Letter. Section 3.17(b) of the Seller Disclosure Letter sets forth a true, correct and complete description of the term of, and the fees and other amounts to be paid by the Company and any Transferred Subsidiary under, and the names of the contracting parties to, each of the Material Contracts identified on Section 3.17(b) of the Seller Disclosure Letter. The Company and/or the Transferred Subsidiaries, as applicable, have possession of the original or a copy of fully executed documents which establish, evidence and secure the material Investment Assets, all material Loan Interest Documents relating to material Investment Assets and all material Real Estate Venture Documents relating to material Investment Assets. (c) Section 3.17(c) of the Seller Disclosure Letter sets forth a true, correct and complete list of (i) all Real Estate Ventures as to which the Company or any Transferred Subsidiary holds any ownership interest, (ii) the real estate interests and other material assets owned, directly or indirectly, by such Real Estate Ventures, and (iii) the percentage interest owned by the Company or the Transferred Subsidiary directly, or indirectly, in such Real Estate Ventures. (d) Except as set forth on Section 3.26(d3.17(d) of the Seller Disclosure Letter, neither MONY the Company nor MLOA any Transferred Subsidiary has any material funding obligations of any kind, or material obligation to make any additional advances or investments (including any obligation relating to any currency or interest rate swap, hedge or similar arrangement) ), in respect of any of the Investment Assets. There . (e) Except as set forth on Section 3.17(e) of the Seller Disclosure Letter, there are no material outstanding commitments, options, put agreements or other arrangements relating to the Investment Assets Assets, to which Purchaser the Acquiror, the Company or MONY any Transferred Subsidiary may be subject upon or after the Closing. (f) Except for Securities Lending Management, as set forth on the SI Unaudited Reporting Package, or as set forth on Section 3.17(f) of the Seller Disclosure Letter, there is no Indebtedness of the Company or any Transferred Subsidiary outstanding with respect to the Investment Assets. Section 3.17(f) of the Seller Disclosure Letter sets forth, as to all Indebtedness of the Company or any Transferred Subsidiary related to Investment Assets referenced therein, the outstanding principal balance, interest rate, maturity, extension rights, holders of the Indebtedness, borrowers and guarantors, including, without limitation, any guarantees, indemnities or credit enhancement made or issued by the Seller. (g) Except as disclosed on Section 3.09 of the Seller Disclosure Letter, neither the Company nor any of the Transferred Subsidiaries has received written notice of, and the Seller has no Knowledge of, any violation of applicable Law (including Environmental Laws) in any material respect relating to the Investment Assets or any real property related thereto and/or secured thereby. (h) The Seller has received all necessary approvals and consents from third party lenders and third party partners in Real Estate Ventures or investment funds in connection with the transactions contemplated by this Agreement, where the failure to obtain such approval and/or consent would constitute a default under the applicable Real Estate Venture Document, Loan Interest Document or Investment Assets, or would give a third party the right to terminate the Company’s or any of the Transferred Subsidiaries’ interest in such Real Estate Venture Document, Loan Interest Document or Investment Assets.

Investment Assets. (a) Seller has provided made available to Purchaser prior to the Contract Date (i) Buyer a true, complete and correct list of all investment assets and cash owned beneficially by, or of record by MONY or by MLOA and held in connection with trust for the Business benefit of, PLICMI, including bonds, notes, debentures, mortgage loans, collateral loans and all other than the Excluded Investments instruments of indebtedness, stocks, partnership or joint venture interests and all other equity interests, certificates issued by or interests in trusts and derivatives as of May 31, 2019 (collectively, the “Investment Assets”) as ). PLICMI, or a trustee acting on PLICMI’s behalf, has valid title to all Investment Assets, free and clear of February 28, 2013 and (ii) true, complete and correct copies of the investment policies and guidelines applicable to their investment activities in effect as of the Contract Date (the “Investment Guidelines”). (b) any Liens other than Permitted Liens. Except as set forth on Section 3.26(b) of would not, individually or in the Seller Disclosure Letteraggregate, reasonably be likely to be material to the Knowledge of SellerAcquired Companies, none of MONY, MLOA, Parent, Seller or any of their Affiliates (Ai) has received written notice that any of the Investment Assets is in default in any payment of principal, distributions, interest, dividends or any other material payment or performance obligation thereunder or (B) is aware of any breach of, or default under, any covenants of any of the Investment Assets. (c) Except as set forth on Section 3.26(c) of the Seller Disclosure Letter, each of the Investment Assets complied in all material respects with applicable Law and the investment policies and guidelines as in effect at the time such asset Investment Asset was acquired by PLICMI (the Business. Each of MONY “Investment Guidelines”) and MLOA, as applicable, (ii) PLICMI has good and marketable title in and to all of the Investment Assets it purports to own, free and clear of all Liens, other than Permitted Liens. (d) . Except as set forth on Section 3.26(dwould not, individually or in the aggregate, reasonably be likely to be material to the Acquired Companies, (A) of the Seller Disclosure Letter, neither MONY nor MLOA no Acquired Company has any material funding obligations of any kind, or material obligation to make any additional advances or investments (including any obligation relating to any currency or interest rate swap, hedge or similar arrangement) in respect of of, any of the Investment Assets. There Assets and (B) there are no material outstanding commitments, options, put agreements or other arrangements relating to the Investment Assets to which Purchaser or MONY any Acquired Company may be subject upon or after the Closing. As of the date hereof, none of the Investment Assets are subject to any Liability to fund any capital calls or capital commitments or similar obligations. Seller has made available to Buyer true and correct copies of the Investment Guidelines with respect to the Business as of the date hereof. Except as set forth in Section 5.17(a) of the Seller Disclosure Schedule, no changes have been made to such Investment Guidelines from January 1, 2018 to the date hereof. (b) No Related Party Assets are, directly or indirectly, legally or beneficially owned by or held by either Acquired Company.

Investment Assets. (a) Seller The Parent has provided to Purchaser the Acquiror prior to the Contract Date date hereof (i) a true, correct and complete and correct list of all investment assets and cash owned beneficially or of record record, including Loan Interests owned, by MONY or by MLOA the Companies and held in connection with the Business other than Transferred Subsidiaries, excluding the Excluded Investments Capital Stock of any of the Transferred Subsidiaries (collectively, the “Investment Assets”) as of February 28March 31, 2013 2010 and (ii) true, complete and correct copies of the investment policies and guidelines applicable to their investment activities of each Insurance Company in effect force as of the Contract Date date hereof (the “Investment Guidelines”). (b) . Except as set forth on Section 3.26(b3.17(a) of the Seller Disclosure Letter, to the Knowledge of Seller, none of MONY, MLOA, Parent, Seller or any of their Affiliates (A) has received written notice that any as of the date hereof, all such Investment Assets is in default in any payment of principal, distributions, interest, dividends or any other material payment or performance obligation thereunder or (B) is aware of any breach of, or default under, any covenants of any of the Investment Assets. (c) Except as set forth on Section 3.26(c) of Companies and the Seller Disclosure Letter, each of the Investment Assets complied Transferred Subsidiaries comply in all material respects with the investment policies Investment Guidelines and guidelines as in effect at the time such asset was acquired by the Businessall material respects with all applicable Law. Each of MONY the Companies and MLOA, as applicable, the Transferred Subsidiaries has good and marketable title in and to all of the Investment Assets it purports to own, free and clear of all Liens, other than Permitted Liens. (b) Each secured Loan Interest owned by any of the Companies or any of the Transferred Subsidiaries is secured by a Lien, including a first priority mortgage, deed of trust, security deed, security agreement, as applicable, or other Lien or equivalent security instrument in the applicable jurisdiction and the Lien which secures such Loan Interest constitutes a perfected and enforceable security interest under applicable Law. There are no Material Contracts pursuant to which any Person has the right or obligation to service or take any other action for or on behalf of any of the Companies or any of the Transferred Subsidiaries with respect to any of the Investment Assets, except those identified on Section 3.17(b)(i) of the Seller Disclosure Letter. Section 3.17(b)(ii) of the Seller Disclosure Letter sets forth a true, correct and complete description of the term of, and the fees and other amounts to be paid by any of the Companies and any of the Transferred Subsidiaries under, and the names of the contracting parties to, each of the Material Contracts identified on Section 3.17(b)(i) of the Seller Disclosure Letter. The Companies and/or the Transferred Subsidiaries, as applicable, have possession of the original or a copy of fully executed documents which establish, evidence and secure the material Investment Assets, all material Loan Interest Documents relating to material Investment Assets and all material Real Estate Venture Documents relating to material Investment Assets. (c) Section 3.17(c) of the Seller Disclosure Letter sets forth a true, correct and complete list of (i) all Real Estate Ventures as to which any of the Companies or any of the Transferred Subsidiaries holds any ownership interest, (ii) the real estate interests and other material assets owned, directly or indirectly, by such Real Estate Ventures, and (iii) the percentage interest owned by such Company or Transferred Subsidiary directly, or indirectly, in such Real Estate Ventures. (d) Except as set forth on Section 3.26(d3.17(d) of the Seller Disclosure Letter, neither MONY nor MLOA none of the Companies or any of the Transferred Subsidiaries has any material funding obligations of any kind, or material obligation to make any additional advances or investments (including any obligation relating to any currency or interest rate swap, hedge or similar arrangement) ), in respect of any of the Investment Assets. There . (e) Except as set forth on Section 3.17(e) of the Seller Disclosure Letter, there are no material unfunded outstanding commitments, options, put agreements or other similar arrangements relating to the Investment Assets Assets, to which Purchaser the Acquiror, any Company or MONY any Transferred Subsidiary may be subject upon or after the Closing. (f) None of the Companies or any of the Transferred Subsidiaries engages in or conducts, or has engaged in or conducted, itself or through others, in the business of securities lending or in securities lending programs. Except as set forth on Section 3.17(f) of the Seller Disclosure Letter, there are no loans extended by the Companies or the Transferred Subsidiaries outstanding. Section 3.17(f) of the Seller Disclosure Letter sets forth, as to all loans extended by the Companies or the Transferred Subsidiaries referenced therein, the outstanding principal balance, interest rate, maturity, extension rights, holders of the Indebtedness, borrowers and guarantors, including, without limitation, any guarantees, indemnities or credit enhancement made or issued by the Parent or any of its Affiliates. (g) Except as disclosed on Section 3.09 of the Seller Disclosure Letter, as of the date hereof, none of the Companies or any of the Transferred Subsidiaries has received written notice of, and the Seller has no Knowledge of, any violation of applicable Law (including Environmental Laws) in any material respect relating to the Investment Assets or any real property related thereto and/or secured thereby. (h) The Parent has received all necessary approvals and consents from third party lenders and third party partners in Real Estate Ventures or investment funds in connection with the transactions contemplated by this Agreement, where the failure to obtain such approval and/or consent would constitute a default under the applicable Real Estate Venture Document, Loan Interest Document or Investment Assets, or would give a third party the right to terminate any of the Companies’ or any of the Transferred Subsidiaries’ interest in such Real Estate Venture Document, Loan Interest Document or Investment Assets.

Investment Assets. (a) Seller Protective has provided made available to Purchaser prior to the Contract Date Dai-ichi (i) a true, correct and complete and correct list of all of the investment assets and cash owned beneficially or of record by MONY any of the Protective Insurance Subsidiaries (together with investment assets and cash owned beneficially or of record by MLOA and held in connection with the Business Protective or any other than the Excluded Investments (collectivelyProtective Subsidiary, the “Investment Assets”) as of February 28March 31, 2013 2014 and (ii) true, accurate and complete and correct copies of the investment policies and guidelines applicable to their the Protective Insurance Subsidiaries’ investment activities in effect as of the Contract Date date of this Agreement (the “Investment Guidelines”). (b) Except as set forth on Section 3.26(bas, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, (i) of the Seller Disclosure Letter, to the Knowledge of Seller, none of MONY, MLOA, Parent, Seller or any of their Affiliates (A) has received written notice that any of the Investment Assets is in default in any payment of principal, distributions, interest, dividends or any other material payment or performance obligation thereunder or (B) is aware of any breach of, or default under, any covenants of any of the Investment Assets. (c) Except as set forth on Section 3.26(c) of the Seller Disclosure Letter, each of the Investment Assets owned by a Protective Insurance Subsidiary complied in all material respects with the investment policies and guidelines as in effect at the time such asset Investment Asset was acquired by the Business. Each of MONY applicable Protective Insurance Subsidiary and MLOA, as applicable, (ii) Protective and each Protective Subsidiary has good and marketable title in and to all of the Investment Assets it purports to own, free and clear of all Liens, other than Permitted Liens. (dc) Except as set forth on Section 3.26(das, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, (i) of the Seller Disclosure Letter, neither MONY Protective nor MLOA any Protective Subsidiary has any material funding obligations of any kind, or material obligation to make any additional advances or investments (including any obligation relating to any currency or interest rate swap, hedge or similar arrangement) in respect of of, any of the Investment Assets. There Assets and (ii) there are no material outstanding commitments, options, put agreements or other arrangements relating to the Investment Assets to which Purchaser Protective or MONY any Protective Subsidiary may be subject upon or after the Closing.

Investment Assets. (a) Section 3.19(a) of the Seller has provided Disclosure Schedule sets forth a list of all Investment Assets owned by any of the Acquired Companies as of March 31, 2019 with information included therein as to the statutory carrying value of each such Investment Asset and, if available, the market value thereof as of March 31, 2019. As of Xxxxx 00, 0000, xxxx of the Investment Assets owned by any of the Acquired Companies (i) was in arrears or breach or default in the payment of principal or interest or dividends or (ii) was or should have been classified as non-performing, non-accrual, ninety (90) days past due, still accruing and doubtful of collection, in foreclosure or any comparable classification, or was permanently impaired to any extent. None of the Investment Assets is subject to any Encumbrances, other than Permitted Encumbrances. The Investment Assets owned by either of the Acquired Insurance Companies comply in all material respects with its investment policy and were acquired in compliance, in all material respects, with applicable Insurance Laws. (b) Sellers have made available to Purchaser prior to the Contract Date (i) a true, complete and correct list of all investment assets and cash owned beneficially or of record by MONY or by MLOA and held in connection with the Business other than the Excluded Investments (collectively, the “Investment Assets”) as of February 28, 2013 and (ii) true, complete and correct date hereof copies of the investment policies and guidelines applicable to their investment activities in effect as of the Contract Date (the “Investment Guidelines”). (b) Except as set forth on Section 3.26(b) of the Seller Disclosure Letter, to the Knowledge of Seller, none of MONY, MLOA, Parent, Seller or any of their Affiliates (A) has received written notice that any of the Investment Assets is in default in any payment of principal, distributions, interest, dividends or any other material payment or performance obligation thereunder or (B) is aware of any breach of, or default under, any covenants of any of the Investment Assets. (c) Except as set forth on Section 3.26(c) of the Seller Disclosure Letter, each None of the Investment Assets complied in all material respects with the investment policies and guidelines as in effect at the time such asset was acquired by the Businessare subject to any capital calls or similar liabilities, or any restrictions or suspensions on redemptions, “lock-ups,” “gates,” “side pockets,” stepped- up fee provisions, or other penalties or restrictions relating to withdrawals or redemptions. Each of MONY and MLOA, as applicable, has good and marketable title in and to all of the Investment Assets it purports to own, free and clear of all Liens, other than Permitted Liens. (d) Except as set forth on Section 3.26(d) of the Seller Disclosure Letter, neither MONY nor MLOA No Acquired Company has any material funding obligations of any kind, or material obligation to make any additional advances or investments (including any obligation relating to any currency or interest rate swap, hedge or similar arrangement) ), in respect of any of the Investment Assets. There are no material outstanding commitments, options, put agreements agreements, or other arrangements relating to the Investment Assets to which Purchaser or MONY an Acquired Company may be subject upon or after the Closing.

Investment Assets. (a) Seller has provided made available to Purchaser prior to the Contract Date (i) Buyer a true, complete and correct list of all investment assets Investment Assets owned by the Companies as of December 31, 2020. All Investment Assets that are owned by the Companies as of the date hereof, and cash all Investment Assets that will be owned beneficially or by the Companies as of record by MONY or by MLOA and held the Closing (including those Investment Assets that are transferred to the Companies in connection with the Pre-Sale Transactions) are permissible investments and comply in all material respects with all Applicable Laws governing the admittance of assets for insurance companies. Except for Investment Assets that are contemplated by the Pre-Sale Transactions not to be owned by the Companies as of the Closing (after giving effect to the Pre-Sale Transactions), the applicable Company, or a trustee acting on its behalf, as the case may be, has valid title to all such Investment Assets and all Investment Assets of the Company Business acquired since that date, free and clear of any Liens other than the Excluded Investments (collectively, the “Investment Assets”i) as of February 28, 2013 Permitted Liens and (ii) true, complete and correct copies any transfer restriction in respect of any of the investment policies Investment Assets listed on the tabs entitled “Included PB” and guidelines applicable to their investment activities in effect as “Removed PB” of the Contract Date (spreadsheet included in Annex D pursuant to the “applicable governing agreements for such Investment Guidelines”). (b) Except as set forth on Section 3.26(b) Assets. As of the Seller Disclosure Letterdate hereof, to the Knowledge of Seller, none of MONY, MLOA, Parent, Seller or any of their Affiliates (A) no Company has received written notice that the obligor under any of the Investment Assets (other than Investment Assets that are contemplated by the Pre-Sale Transactions not to be owned by the Companies as of the Closing (after giving effect to the Pre-Sale Transactions)) is in default (or written notice of any events which, with notice or lapse of time or both, would constitute a default) in any payment on any of the bonds, notes, mortgages, debentures and other evidence of indebtedness with respect to the Investment Assets, or any payment of principal, distributions, interest, dividends or any other material payment or performance obligation thereunder or (B) is aware thereunder. As of the Closing, neither any Company nor any Person on behalf of any breach ofCompany will have taken, or default underwill have omitted to take, any covenants of action which would cause any of the Investment AssetsAssets owned by the Companies as of the Closing (after giving effect to the Pre-Sale Transactions)) to be subject to any valid offset, defense or counterclaims against the right of such entity to enforce the terms of such assets. (b) The Seller Parties have made available to Buyer true, complete and correct copies of the material investment guidelines and policies and the hedging guidelines of the Companies as of the date hereof. All of the Investment Assets of the Companies as of the date hereof comply in all material respects with Applicable Law and such guidelines (as applicable). All of the Investment Assets of the Companies as of the Closing will comply in all material respects with Applicable Law and such guidelines as may be amended in accordance with Section 5.1(b)(vii) (as applicable). (c) Except As of the date hereof, except as set forth on in Section 3.26(c3.15(c) of the Seller Disclosure Letter, each of the Investment Assets complied in all material respects Schedule and except with the investment policies and guidelines as in effect at the time such asset was acquired respect to assets that would not be owned by the Business. Each of MONY and MLOACompanies after giving effect to the Pre-Sale Transactions, as applicable, has good and marketable title in and to all of the Investment Assets it purports to own, free and clear of all Liens, other than Permitted Liens. (di) Except as set forth on Section 3.26(d) of the Seller Disclosure Letter, neither MONY nor MLOA Company has any material funding obligations of any kind, or material obligation to make any additional advances or investments (including any obligation relating to any currency or interest rate swap, hedge or similar arrangement) in respect of of, any of the Investment Assets. There Assets of such Company, and (ii) there are no material outstanding commitments, options, put agreements or other arrangements relating to the Investment Assets, other than, in each case, in respect of Investment Assets that are specifically contemplated by the Pre-Sale Transactions not to which Purchaser or MONY may be subject upon or owned by the Companies as of the Closing (after giving effect to the ClosingPre-Sale Transactions). (d) Section 3.15(d) of the Seller Disclosure Schedule sets forth a true, complete and correct list of all Investment Assets held in the AB Portfolio as of December 31, 2020. Between December 31, 2020 and the date of this Agreement, the Seller Parties have managed, and have caused ALNY to manage, the Investment Assets in the AB Portfolio in the ordinary course of business consistent with the investment policies and guidelines applicable to the investment activities of ALNY.

Investment Assets. (a) Seller The Company has provided to Purchaser prior made available to the Contract Date (i) Parent a true, complete and correct list of all investment assets Investment Assets as of September 30, 2020. A Group Company, or a trustee acting on the Group Company’s behalf, have valid title to all Investment Assets, free and cash owned beneficially or clear of record by MONY or by MLOA and held in connection with the Business any Liens other than the Excluded Investments (collectively, the “Investment Assets”) as of February 28, 2013 and (ii) true, complete and correct copies Permitted Liens. As of the investment policies and guidelines applicable to their investment activities in effect as date hereof, none of the Contract Date (Investment Assets are subject to any material Liability to fund any capital calls or capital commitments or similar obligations, and there are no material options, put agreements or other arrangements relating to the “Investment Guidelines”)Assets to which the Company may be subject upon or after the Closing. (b) Except as set forth on Section 3.26(b) of the Seller Disclosure Letter, to the Knowledge of Seller, none of MONY, MLOA, Parent, Seller or any of their Affiliates No Group Company (Ai) has received written notice that any of the Investment Assets is in default in any payment of principal, distributions, interest, dividends or any other material payment or performance obligation thereunder or thereunder, (Bii) is aware of any breach of, or default under, any covenants of any of the Investment Assets, (iii) is aware that any Investment Assets are or should be classified as non-performing, non-accrual, ninety (90) days past due, still accruing and doubtful of collection, in foreclosure or any comparable classification, or permanently impaired to any extent or (iv) is aware that any Investment Assets are otherwise subject to impairment of carrying value under GAAP or SAP, except where the failure of the representations and warranties contained in clause (i), (ii), (iii) or (iv) above to be true and correct would not have a Material Adverse Effect. (c) Except as set forth on Section 3.26(c) of the Seller Disclosure Letter, each of the The Investment Assets complied comply in all material respects with with, and the Company has made available to the Parent complete and correct copies of, the investment guidelines and policies and the hedging guidelines as in effect at with respect to the time such asset was acquired by the Business. Each of MONY and MLOA, as applicable, has good and marketable title in and to all business of the Group Companies as of the date hereof (collectively, the “Investment Assets it purports Guidelines”). No material changes have been made to ownthe Investment Guidelines since January 1, free and clear of all Liens2017, other than Permitted Liens. (d) Except except as set forth on in Section 3.26(d3.20(c) of the Seller Disclosure Letter, neither MONY nor MLOA has any material funding obligations of any kind, or material obligation to make any additional advances or investments (including any obligation relating to any currency or interest rate swap, hedge or similar arrangement) in respect of any of the Investment Assets. There are no material outstanding commitments, options, put agreements or other arrangements relating to the Investment Assets to which Purchaser or MONY may be subject upon or after the ClosingSchedule.

Investment Assets. (a) Seller Protective has provided made available to Purchaser prior to the Contract Date Dai-ichi (i) a true, correct and complete and correct list of all of the investment assets and cash owned beneficially or of record by MONY any of the Protective Insurance Subsidiaries (together with investment assets and cash owned beneficially or of record by MLOA and held in connection with the Business Protective or any other than the Excluded Investments (collectivelyProtective Subsidiary, the “"Investment Assets”") as of February 28March 31, 2013 2014 and (ii) true, accurate and complete and correct copies of the investment policies and guidelines applicable to their the Protective Insurance Subsidiaries' investment activities in effect as of the Contract Date date of this Agreement (the “"Investment Guidelines”"). (b) Except as set forth on Section 3.26(bas, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, (i) of the Seller Disclosure Letter, to the Knowledge of Seller, none of MONY, MLOA, Parent, Seller or any of their Affiliates (A) has received written notice that any of the Investment Assets is in default in any payment of principal, distributions, interest, dividends or any other material payment or performance obligation thereunder or (B) is aware of any breach of, or default under, any covenants of any of the Investment Assets. (c) Except as set forth on Section 3.26(c) of the Seller Disclosure Letter, each of the Investment Assets owned by a Protective Insurance Subsidiary complied in all material respects with the investment policies and guidelines as in effect at the time such asset Investment Asset was acquired by the Business. Each of MONY applicable Protective Insurance Subsidiary and MLOA, as applicable, (ii) Protective and each Protective Subsidiary has good and marketable title in and to all of the Investment Assets it purports to own, free and clear of all Liens, other than Permitted Liens. (dc) Except as set forth on Section 3.26(das, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, (i) of the Seller Disclosure Letter, neither MONY Protective nor MLOA any Protective Subsidiary has any material funding obligations of any kind, or material obligation to make any additional advances or investments (including any obligation relating to any currency or interest rate swap, hedge or similar arrangement) in respect of of, any of the Investment Assets. There Assets and (ii) there are no material outstanding commitments, options, put agreements or other arrangements relating to the Investment Assets to which Purchaser Protective or MONY any Protective Subsidiary may be subject upon or after the Closing.

Investment Assets. (a) The Seller has provided to Purchaser prior Parties have made available to the Contract Date (i) Buyer as of the date hereof a true, complete and correct list of the Investment Assets of the Acquired Companies as of August 31, 2015. Each Acquired Company holds valid title to all investment assets its Investment Assets free and cash owned beneficially or clear of record by MONY or by MLOA and held in connection with the Business all Encumbrances other than Permitted Encumbrances. Prior to the Excluded Investments (collectivelydate hereof, the “Investment Assets”) as of February 28, 2013 and (ii) true, complete and correct Seller Parties have made available to the Buyer copies of the investment policies and guidelines applicable to their investment activities in effect of the Acquired Companies as of the Contract Date date hereof (the “Investment Guidelines”). (b) Except as set forth on Section 3.26(b) . To the Knowledge of the Seller Disclosure Letter, to the Knowledge of SellerParties, none of MONYthe Seller Parties, MLOA, Parent, Seller the Acquired Companies or any of their Affiliates (Ai) has received written notice that any of the issuers or other obligors of any of the Investment Assets is in default in any payment of principal, distributions, interest, dividends or any other material payment or performance obligation thereunder or (Bii) is aware of any breach of, or default under, any covenants of any of the Investment Assets. (c) . Except as set forth on Section 3.26(c) 3.21 of the Seller Seller’s Disclosure LetterSchedules, each of the Investment Assets complied in all material respects with the investment policies and guidelines as in effect at the time such asset was acquired by the Business. Each of MONY and MLOA, as applicable, has good and marketable title in and to all of the Investment Assets it purports to own, free and clear of all Liens, other than Permitted Liens. (d) Except as set forth on Section 3.26(d) of the Seller Disclosure Letter, neither MONY nor MLOA has Acquired Companies do not have any material funding obligations of any kind, or material obligation to make any additional advances or investments (including any obligation relating to any currency or interest rate swap, hedge or similar arrangement) in respect of any of the Investment Assets. There Assets and there are no material outstanding commitments, options, put agreements or other arrangements relating to the Investment Assets to which Purchaser the Seller Parties or MONY the Acquired Companies may be subject upon or after the Closing.