Common use of Prohibitions Clause in Contracts

Prohibitions. Producer and Subproducers have no authority to, and Producer shall ensure that it and any Subproducers shall not: (a) make any promise or incur any debt on behalf of Company; (b) hold themselves out as employees or affiliates of Company unless true; (c) misrepresent, add, alter, waive, discharge, or omit any provision of the Products, the then-current prospectus for the Registered Products or the underlying funds, confirmations, statements, or other Company materials; (d) waive any forfeiture, extend the time of making any payments, or alter or substitute any of Company's forms; (e) use, or supply to a third party for use, any of Company's forms other than for purposes of this Agreement; (f) make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, non-renewal of, or the withdrawal from, any Product,(i.e., a "Replacement") except when Producer has documented suitability of the Replacement based on the purchaser's individual financial and insurance needs and has first offered Company the opportunity to present a suitable replacement Product to Producer; (g) pay or allow to be paid to any prospective customer any inducement not specified in the contract for the Products; (h) cause any premium or consideration to be rebated, in any manner whatsoever, directly or indirectly; (i) give or offer to give, on Company's behalf, any advice or opinion regarding the taxation of any purchaser's or prospective purchaser's income or estate in connection with the sale or solicitation for sale of any Products; (j) sign or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by Company; (k) negotiate, deposit, or co- mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreement; (l) enter into any contracts with Subproducers for the solicitation of the Products or payment of compensation based on sales with anyone not licensed and appointed with Company; (m) engage in speculation on human life in any way; (n) solicit or take applications for the Products in a state other than the purchaser's state of residence in order to circumvent the insurance laws of such purchaser's state of residence; (o) take any other action beyond the scope of the authority granted under this Agreement; or (p) allow any employee or contractor of Agency or any Subproducer who is not a registered representative of Broker Dealer to engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistance.

Prohibitions. Producer and Subproducers have no authority to, and Producer shall ensure that it and any Subproducers shall not: (a) make any promise or incur any debt on behalf of Company; (b) hold themselves out as employees or affiliates of Company unless true; (c) misrepresent, add, alter, waive, discharge, or omit any provision of the Products, the then-current prospectus for the Registered Products or the underlying funds, confirmations, statements, or other Company materials; (d) waive any forfeiture, extend the time of making any payments, or alter or substitute any of Company's ’s forms; (e) use, or supply to a third party for use, any of Company's ’s forms other than for purposes of this Agreement; (f) make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, non-renewal of, or the withdrawal from, any Product,(i.e., a "“Replacement"”) except when Producer has documented suitability of the Replacement based on the purchaser's ’s individual financial and insurance needs and has first offered Company the opportunity to present a suitable replacement Product to Producer; (g) pay or allow to be paid to any prospective customer any inducement not specified in the contract for the Products; (h) cause any premium or consideration to be rebated, in any manner whatsoever, directly or indirectly; (i) give or offer to give, on Company's ’s behalf, any advice or opinion regarding the taxation of any purchaser's ’s or prospective purchaser's ’s income or estate in connection with the sale or solicitation for sale of any Products; (j) sign or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by Company; (k) negotiate, deposit, or co- co-mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreement; (l) enter into any contracts with Subproducers for the solicitation of the Products or payment of compensation based on sales with anyone not licensed and appointed with Company; (m) engage in speculation on human life in any way; (n) solicit or take applications for the Products in a state other than the purchaser's ’s state of residence in order to circumvent the insurance laws of such purchaser's ’s state of residence; (o) take any other action beyond the scope of the authority granted under this Agreement; or (p) allow any employee or contractor of Agency or any Subproducer who is not a registered representative of Broker Dealer to engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistance.

Prohibitions. In addition to any prohibitions contained in applicable law or regulation, and not in limitation thereof, Producer and Subproducers have no authority to, and Producer shall ensure that it and any Subproducers shall not: (a) make any promise or incur any debt on behalf of Company; (b) hold themselves out as employees or affiliates of Company unless true; (c) misrepresent, add, alter, waive, discharge, or omit any provision of the Products, the then-current prospectus for the Registered Products or the underlying funds, confirmations, statements, applications, or other Company materials; (d) waive any forfeiture, extend the time of making any payments, or alter or substitute any of Company's ’s forms; (e) use, or supply to a third party for use, any of Company's ’s forms other than for purposes of this Agreement; (f) make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, non-renewal of, or the withdrawal from, any Product,(i.e., a "“Replacement"”) except when Producer has documented suitability of the Replacement based on in accordance with the purchaser's individual financial Suitability Determination and insurance needs Supervision Section of this Agreement and has first offered Company the opportunity to present a suitable replacement Product to ProducerProduct; (g) pay or allow to be paid to any prospective customer owner, insured, annuitant, beneficiary or other person any inducement not specified in the contract for the Products; (h) cause any premium or consideration to be rebated, in any manner whatsoever, directly or indirectly; (i) give or offer to give, on Company's ’s behalf, any advice or opinion regarding the taxation of any purchaser's ’s or prospective purchaser's ’s income or estate in connection with the sale or solicitation for sale of any Products; (j) sign or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by Company; (k) negotiate, deposit, or co- co-mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreement; (l) enter into any contracts with Subproducers for the solicitation of the Products or payment of compensation based on sales with anyone not licensed and appointed with Company; (m) engage in speculation on human life in any way; (n) solicit or take applications for the Products in a state other than the purchaser's ’s state of residence in order to circumvent for the sole purpose of circumventing the insurance laws of such purchaser's ’s state of residence; (o) take any other action beyond the scope of the authority granted under this Agreement; or (p) allow any employee or contractor of Agency or any Subproducer who is not a registered representative of Broker Broker-Dealer to to: engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Broker-Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistance.

Prohibitions. Producer and Subproducers have no authority to, and Producer shall ensure that it and any Subproducers shall not: (a) make any promise or incur any debt on behalf of Company; (b) hold themselves out as employees or affiliates of Company unless trueCompany; (c) misrepresent, add, alter, waive, discharge, or omit any provision of the Products, the then-current prospectus for the Registered Products or the underlying funds, confirmations, confirmation statements, or other Company materials; (d) waive any forfeiture, extend the time of making any payments, or alter or substitute any of Company's forms; (e) use, or supply to a third party for use, any of Company's forms other than for purposes of this Agreement; (f) make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, or non-renewal ofof any Product; it is understood, or however, that Producer will market Company's Products, and the withdrawal fromproducts and services of other companies Producer represents, any Product,(i.e., a "Replacement") except when Producer has documented so that recommendations are made to purchasers on the basis of suitability of the Replacement product based on the purchaser's individual financial needs analysis, and insurance needs and has first offered Company Producer will make every reasonable effort to maintain in force all policies issued by the opportunity Company, except to present the extent that doing so is contrary to a purchaser's specified wishes or the Product is no longer demonstrably suitable replacement Product to Producerfor the particular purchaser; (g) pay or allow to be paid to any prospective customer any inducement not specified in the contract for the Products; (h) cause any premium or consideration to be rebated, in any manner whatsoever, directly or indirectly; (i) give or offer to give, on Company's behalf, any advice or opinion regarding the taxation of any purchaser's or prospective purchaser's income or estate in connection with the sale or solicitation for sale of any Products; (j) sign or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by Company; (k) negotiate, deposit, or co- co-mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreement; (l) enter into any contracts with Subproducers for the solicitation of the Products or payment of compensation based on sales with anyone not licensed and appointed with Company; (m) engage in speculation on of human life in any way; (n) solicit or take applications for the Products in a state other than the purchaser's state of residence in order to circumvent the insurance laws of such purchaser's state of residence; (o) take any other action beyond the scope of the authority granted under this Agreement; or (p) allow any employee or contractor of Agency or Agencies nor any Subproducer who is not a registered representative of Broker Dealer to engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistance.

Prohibitions. Producer and Subproducers have no authority to, and Producer shall ensure that it and any Subproducers shall not: (a) make any promise or incur any debt on behalf of Company; (b) hold themselves out as employees or affiliates of Company unless trueCompany; (c) misrepresent, add, alter, waive, discharge, or omit any provision of the Products, the then-current prospectus for the Registered Products or the underlying funds, confirmations, confirmation statements, or other Company materials; (d) waive any forfeiture, extend the time of making any payments, or alter or substitute any of Company's ’s forms; (e) use, or supply to a third party for use, any of Company's ’s forms other than for purposes of this Agreement; (f) make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, or non-renewal ofof any Product; it is understood, or however, that Producer will market Company’s Products, and the withdrawal fromproducts and services of other companies Producer represents, any Product,(i.e., a "Replacement") except when Producer has documented so that recommendations are made to purchasers on the basis of suitability of the Replacement product based on the purchaser's ’s individual financial needs analysis, and insurance needs and has first offered Company Producer will make every reasonable effort to maintain in force all policies issued by the opportunity Company, except to present the extent that doing so is contrary to a purchaser’s specified wishes or the Product is no longer demonstrably suitable replacement Product to Producerfor the particular purchaser; (g) pay or allow to be paid to any prospective customer any inducement not specified in the contract for the Products; (h) cause any premium or consideration to be rebated, in any manner whatsoever, directly or indirectly; (i) give or offer to give, on Company's ’s behalf, any advice or opinion regarding the taxation of any purchaser's ’s or prospective purchaser's ’s income or estate in connection with the sale or solicitation for sale of any Products; (j) sign or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by Company; (k) negotiate, deposit, or co- co-mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreement; (l) enter into any contracts with Subproducers for the solicitation of the Products or payment of compensation based on sales with anyone not licensed and appointed with Company; (m) engage in speculation on of human life in any way; (n) solicit or take applications for the Products in a state other than the purchaser's ’s state of residence in order to circumvent the insurance laws of such purchaser's ’s state of residence; (o) take any other action beyond the scope of the authority granted under this Agreement; or (p) allow any employee or contractor of Agency or Agencies nor any Subproducer who is not a registered representative of Broker Dealer to engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistance.

Prohibitions. Producer and Subproducers have no authority to, and Producer shall ensure that it and any Subproducers shall not: (a) make any promise or incur any debt on behalf of Company; (b) hold themselves out as employees or affiliates of Company unless true; (c) misrepresent, add, alter, waive, discharge, or omit any provision of the Products, the then-current prospectus for the Registered Products or the underlying funds, confirmations, statements, or other Company materials; (d) waive any forfeiture, extend the time of making any payments, or alter or substitute any of Company's ’s forms; (e) use, or supply to a third party for use, any of Company's ’s forms other than for purposes of this Agreement; (f) make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, non-renewal of, or the withdrawal from, any Product,(i.e.Product, (i.e., a "“Replacement"”) except when Producer has documented suitability of the Replacement based on the purchaser's ’s individual financial and insurance needs and has first offered Company the opportunity to present a suitable replacement Product to Producer; (g) pay or allow to be paid to any prospective customer any inducement not specified in the contract for the Products; (h) cause any premium or consideration to be rebated, in any manner whatsoever, directly or indirectly; (i) give or offer to give, on Company's ’s behalf, any advice or opinion regarding the taxation of any purchaser's ’s or prospective purchaser's ’s income or estate in connection with the sale or solicitation for sale of any Products; (j) sign or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by Company; (k) negotiate, deposit, or co- co-mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreement; (l) enter into any contracts with Subproducers for the solicitation of the Products or payment of compensation based on sales with anyone not licensed and appointed with Company; (m) engage in speculation on human life in any way; (n) solicit or take applications for the Products in a state other than the purchaser's ’s state of residence in order to circumvent the insurance laws of such purchaser's ’s state of residence; (o) take any other action beyond the scope of the authority granted under this Agreement; or (p) allow any employee or contractor of Agency or any Subproducer who is not a registered representative of Broker Dealer to engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistance.

Prohibitions. Producer and Subproducers have no authority to, and Producer shall ensure that it and any Subproducers shall not: (a) make any promise or incur any debt on behalf of Company; (b) hold themselves out as employees or affiliates of Company unless true; (c) misrepresent, add, alter, waive, discharge, or omit any provision of the Products, the then-current prospectus for the Registered Products or the underlying funds, confirmations, statements, or other Company materials; (d) waive any forfeiture, extend the time of making any payments, or alter or substitute any of Company's ’s forms; (e) use, or supply to a third party for use, any of Company's ’s forms other than for purposes of this Agreement; (f) make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, non-renewal of, or the withdrawal from, any Product,(i.e., a "“Replacement"”) except when Producer has documented suitability of the Replacement based on the purchaser's ’s individual financial and insurance needs and has first offered Company the opportunity to present a suitable replacement Product to Producer; (g) pay or allow to be paid to any prospective customer any inducement not specified in the contract for the Products; (h) cause any premium or consideration to be rebated, in any manner whatsoever, directly or indirectly; (i) give or offer to give, on Company's ’s behalf, any advice or opinion regarding the taxation of any purchaser's ’s or prospective purchaser's ’s income or estate in connection with the sale or solicitation for sale of any Products; (j) sign or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by Company; (k) negotiate, deposit, or co- mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreement; (l) enter into any contracts with Subproducers for the solicitation of the Products or payment of compensation based on sales with anyone not licensed and appointed with Company; (m) engage in speculation on human life in any way; (n) solicit or take applications for the Products in a state other than the purchaser's ’s state of residence in order to circumvent the insurance laws of such purchaser's ’s state of residence; (o) take any other action beyond the scope of the authority granted under this Agreement; or (p) allow any employee or contractor of Agency or any Subproducer who is not a registered representative of Broker Dealer to engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistance.

Prohibitions. Producer and Subproducers have no authority to, and Producer shall ensure that it and any Subproducers shall not: (a) make any promise or incur any debt on behalf of Company; (b) hold themselves out as employees or affiliates of Company unless true; (c) misrepresent, add, alter, waive, discharge, or omit any provision of the Products, the then-current prospectus for the Registered Products or the underlying funds, confirmations, statements, or other Company materials; (d) waive any forfeiture, extend the time of making any payments, or alter or substitute any of Company's forms; (e) use, or supply to a third party for use, any of Company's forms other than for purposes of this Agreement; (f) make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, non-renewal of, or the withdrawal from, any Product,(i.e., a "Replacement") except when Producer has documented suitability of the Replacement based on the purchaser's individual financial and insurance needs and has first offered Company the opportunity to present a suitable replacement Product to Producer; (g) pay or allow to be paid to any prospective customer any inducement not specified in the contract for the Products; (h) cause any premium or consideration to be rebated, in any manner whatsoever, directly or indirectly; (i) give or offer to give, on Company's behalf, any advice or opinion regarding the taxation of any purchaser's or prospective purchaser's income or estate in connection with the sale or solicitation for sale of any Products; (j) sign or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by Company; (k) negotiate, deposit, or co- co-mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreement; (l) enter into any contracts with Subproducers for the solicitation of the Products or payment of compensation based on sales with anyone not licensed and appointed with Company; (m) engage in speculation on human life in any way; (n) solicit or take applications for the Products in a state other than the purchaser's state of residence in order to circumvent the insurance laws of such purchaser's state of residence; (o) take any other action beyond the scope of the authority granted under this Agreement; or (p) allow any employee or contractor of Agency or any Subproducer who is not a registered representative of Broker Dealer to engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistance.

Prohibitions. Producer and Subproducers have no authority to, and Producer shall ensure that it and any Subproducers shall not: (a) make any promise or incur any debt on behalf of Company; (b) hold themselves out as employees or affiliates of Company unless true; (c) misrepresent, add, alter, waive, discharge, or omit any provision of the Products, the then-current prospectus for the Registered Products or the underlying funds, confirmations, statements, or other Company materials; (d) waive any forfeiture, extend the time of making any payments, or alter or substitute any of Company's ’s forms; (e) use, or supply to a third party for use, any of Company's ’s forms other than for purposes of this Agreement; (f) make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, non-renewal of, or the withdrawal from, any Product,(i.e., a "“Replacement"”) except when Producer has documented suitability of the Replacement based on the purchaser's ’s individual financial and insurance needs and has first offered Company the opportunity to present a suitable replacement Product to Producer; (g) pay or allow to be paid to any prospective customer any inducement not specified in the contract for the Products; (h) cause any premium or consideration to be rebated, in any manner whatsoever, directly or indirectly; (i) give or offer to give, on Company's ’s behalf, any advice or opinion regarding the taxation of any purchaser's ’s or prospective purchaser's purcha ser’s income or estate in connection with the sale or solicitation for sale of any Products; (j) sign or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by Company; (k) negotiate, deposit, or co- mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreement; (l) enter into any contracts with Subproducers for the solicitation of the Products or payment of compensation based on sales with anyone not licensed and appointed with Company; (m) engage in speculation on human life in any way; (n) solicit or take applications for the Products in a state other than the purchaser's ’s state of residence in order to circumvent the insurance laws of such purchaser's ’s state of residence; (o) take any other action beyond the scope of the authority granted under this Agreement; or (p) allow any employee or contractor of Agency or any Subproducer who is not a registered representative of Broker Dealer to engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistance.

Prohibitions. Producer The Tenant shall not assign or transfer this Lease or the Term or any portion thereof or let or sub-let all or any part of the Leased Premises or grant any license with respect thereto (any of the foregoing being hereinafter called a "Transfer") without the written consent of the Landlord first had and Subproducers have no authority toobtained, which consent shall not be unreasonably withheld, provided that it shall not be unreasonable for the Landlord to withhold its consent where the Tenant is assigning or subletting at a profit to the Tenant, unless all profit above Tenant's leasing expenses and inducements shall be paid directly to the Landlord. All requests to the Landlord for consent to any Transfer shall be made to the Landlord in writing together with payment to the Landlord of one hundred dollars ($100.00) as a deposit on account of all costs incurred by the Landlord in considering and processing the request for consent and such information in writing as the Landlord might reasonably require respecting a transferee including, without limiting the generality of the foregoing, the name, address, business experience, financial position and banking and personal references of such transferee, and Producer in the event the transferee is a corporation, similar information respecting the corporation and its principal shareholders, officers and directors. In addition, the request shall ensure contain a comprehensive summary of the terms and conditions upon which the Transfer is to occur. Notwithstanding any provisions of this Article 7.01 to the contrary, after the Landlord receives such request and information in writing, it shall have the option, to be exercised by written notice within thirty (30) days after the receipt of such request and information, to terminate this Lease and the Term hereof with respect to the portion of the Leased Premises which is the subject of the Transfer or alternatively to take an assignment of the Transfer from the Tenant (to the effect that it the Tenant shall surrender to the Landlord such portion of the Leased Premises and any Subproducers the Landlord shall not: thereafter have the right to lease the same directly to the proposed assignee or subtenant) on not less than thirty (30) days and not more than ninety (90) days notice to the Tenant. If the Landlord elects to terminate this Lease as aforesaid, the Tenant shall have the right, to be exercised by written notice to the landlord within ten (10) days after receipt of such notice of termination, to withdraw the request for consent to the proposed Transfer, in which case the Tenant shall not proceed with such Transfer, the notice of termination shall be null and void and this Lease shall continue in full force and effect in accordance with its terms. If the Landlord consents to a Transfer, the Landlord shall have the following rights: (a) make any promise or incur any debt on behalf to require the Tenant to enter into an agreement in writing and under seal to implement all amendments to the Lease to give effect to the Landlord's exercise of Companyits foregoing rights; and (b) hold themselves out as employees or affiliates of Company unless true; (c) misrepresent, add, alter, waive, discharge, or omit any provision to require the Transferee to enter into an agreement directly with the Landlord to perform and observe all the terms and conditions of the ProductsTenant pursuant to this Lease. Whether or not the Landlord consents to any request to Transfer, the then-current prospectus Tenant shall pay reasonable costs incurred by the Landlord in considering any request for the Registered Products or the underlying funds, confirmations, statements, or other Company materials; (d) waive any forfeiture, extend the time of making any payments, or alter or substitute consent to Transfer and in completing any of Company's forms; (e) usethe documentation involved in implementing such Transfer. PROVIDED FURTHER that, or supply to a third party for use, notwithstanding any of Company's forms other than for purposes provisions of this Agreement; (f) make Article 7.01 to the contrary, neither the Transfer nor the taking of any recommendation or take any action which is likely to induce documentation in relation thereto shall affect the surrender, transfer, exchange, replacement, cancellation, non-renewal of, or the withdrawal from, any Product,(i.e., a "Replacement") except when Producer has documented suitability obligation of the Replacement based on Tenant to perform and observe all of the purchaser's individual financial terms and insurance needs and has first offered Company the opportunity to present a suitable replacement Product to Producer; (g) pay or allow conditions in this Lease to be paid to any prospective customer any inducement not specified in observed and performed by the contract for the Products; (h) cause any premium or consideration to be rebated, in any manner whatsoever, directly or indirectly; (i) give or offer to give, on Company's behalf, any advice or opinion regarding the taxation of any purchaser's or prospective purchaser's income or estate in connection with the sale or solicitation for sale of any Products; (j) sign or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by Company; (k) negotiate, deposit, or co- mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreement; (l) enter into any contracts with Subproducers for the solicitation of the Products or payment of compensation based on sales with anyone not licensed and appointed with Company; (m) engage in speculation on human life in any way; (n) solicit or take applications for the Products in a state other than the purchaser's state of residence in order to circumvent the insurance laws of such purchaser's state of residence; (o) take any other action beyond the scope of the authority granted under this Agreement; or (p) allow any employee or contractor of Agency or any Subproducer who is not a registered representative of Broker Dealer to engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistanceTenant.

Prohibitions. Producer and Subproducers have no authority to, and Producer shall ensure that it and any Subproducers shall not: (a) make any promise or incur any debt on behalf of Company; (b) hold themselves out as employees or affiliates of Company unless trueCompany; (c) misrepresent, add, alter, waive, discharge, or omit any provision of the Products, the then-current prospectus for the Registered Products or the underlying funds, confirmations, confirmation statements, or other Company materials; (d) waive any forfeiture, extend the time of making any payments, or alter or substitute any of Company's forms; (e) use, or supply to a third party for use, any of Company's forms other than for purposes of this Agreement; (f) make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, or non-renewal ofof any Product; it is understood, or however, that Producer will market Company's Products, and the withdrawal fromproducts and services of other companies Producer represents, any Product,(i.e., a "Replacement") except when Producer has documented so that recommendations are made to purchasers on the basis of suitability of the Replacement product based on the purchaser's individual financial needs analysis, and insurance needs and has first offered Company Producer will make every reasonable effort to maintain in force all policies issued by the opportunity Company, except to present the extent that doing so is contrary to a purchaser's specified wishes or the Product is no longer demonstrably suitable replacement Product to Producerfor the particular purchaser; (g) pay or allow to be paid to any prospective customer any inducement not specified in the contract for the Products; (h) cause any premium or consideration to be rebated, in any manner whatsoever, directly or indirectly; (i) give or offer to give, on Company's behalf, any advice or opinion regarding the taxation of any purchaser's or prospective purchaser's income or estate in connection with the sale or solicitation for sale of any Products; (j) sign or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by Company; (k) negotiate, deposit, or co- mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreement; (l) enter into any contracts with Subproducers for the solicitation of the Products or payment of compensation based on sales with anyone not licensed and appointed with Company; (m) engage in speculation on of human life in any way; (n) solicit or take applications for the Products in a state other than the purchaser's state of residence in order to circumvent the insurance laws of such purchaser's state of residence; (o) take any other action beyond the scope of the authority granted under this Agreement; or (p) allow any employee or contractor of Agency or Agencies nor any Subproducer who is not a registered representative of Broker Dealer to engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistance.

Prohibitions. Producer Except as expressly permitted pursuant to Section 6.11(b), from and Subproducers have no authority toafter the date hereof and prior to the earlier of (y) the termination of this Agreement in accordance with Section 8.1 and (z) the Effective Time, Parent shall not (and Producer Parent shall ensure that it cause its Subsidiaries not to and (ii) not authorize or permit and shall cause its and any Subproducers shall not: (a) make any promise of its or incur any debt on behalf of Company; (b) hold themselves out as employees or affiliates of Company unless true; (c) misrepresent, add, alter, waive, discharge, or omit any provision of the Products, the then-current prospectus for the Registered Products or the underlying funds, confirmations, statements, or other Company materials; (d) waive any forfeiture, extend the time of making any payments, or alter or substitute any of Company's forms; (e) use, or supply to a third party for use, any of Company's forms other than for purposes of this Agreement; (f) make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, non-renewal of, or the withdrawal from, any Product,(i.e., a "Replacement") except when Producer has documented suitability of the Replacement based on the purchaser's individual financial and insurance needs and has first offered Company the opportunity to present a suitable replacement Product to Producer; (g) pay or allow to be paid to any prospective customer any inducement its Subsidiaries’ Representatives not specified in the contract for the Products; (h) cause any premium or consideration to be rebated, in any manner whatsoeverto), directly or indirectly; , (iA) give solicit, initiate or knowingly take any action to facilitate or encourage or assist any inquiries or the making of any proposal or offer that constitutes or may reasonably be expected to give, on Company's behalf, any advice or opinion regarding lead to the taxation submission of any purchaser's or prospective purchaser's income or estate in connection with the sale or solicitation for sale of any Products; Parent Acquisition Proposal, (j) sign or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by Company; (k) negotiate, deposit, or co- mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreement; (lB) enter into or participate in any contracts discussions or negotiations with, or furnish any information relating to Parent or any of its Subsidiaries or afford access to the business, properties, assets, personnel, books or records of Parent or any of its Subsidiaries to any Third Party with Subproducers for respect to inquiries regarding, or the solicitation making of, a Parent Acquisition Proposal, (C) fail to make, qualify, withdraw, or modify or amend in a manner adverse to the Company the Parent Board Recommendation (or recommend a Parent Acquisition Proposal) (any of the Products foregoing in this clause (C), an “Parent Adverse Recommendation Change”), or payment of compensation based on sales with anyone not licensed and appointed with Company; (m) engage in speculation on human life in publicly propose to do any way; (n) solicit or take applications for the Products in a state other than the purchaser's state of residence in order to circumvent the insurance laws of such purchaser's state of residence; (o) take any other action beyond the scope of the authority granted under this Agreement; foregoing, (D) approve, endorse, recommend or enter into (or agree or publicly propose to do any of the foregoing) any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to a Parent Acquisition Proposal or (pE) allow grant any employee waiver, amendment or contractor of Agency release under any standstill or similar agreement or any Subproducer who Competition Laws or similar provision contained in Parent’s articles of incorporation, bylaws or other governing documents. Parent shall (and Parent shall cause its Subsidiaries and any of its Subsidiaries’ Representatives to) cease immediately and cause to be terminated any and all existing activities, solicitations, encouragements, discussions or negotiations, if any, with any Third Party and its Representatives and its financing sources conducted prior to the date hereof with respect to any Parent Acquisition Proposal or efforts to obtain a Parent Acquisition Proposal, and shall also request such Third Party to promptly return or destroy all confidential information concerning Parent and its Subsidiaries prior to the date hereof. Parent hereby confirms that it is not currently in negotiations or discussions with any Third Party which would reasonably be expected to lead to the making of a registered representative of Broker Dealer to engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistanceParent Acquisition Proposal.

Prohibitions. Producer Except as permitted by this Agreement, You agree not to (and Subproducers have no authority such agreement includes not attempting to, and Producer shall ensure that it and not assisting or permitting any Subproducers shall not: third party to): (a) make copy, reproduce, disassemble, decompile, reverse engineer or create derivative works from the LIQWID Service (or any promise or incur any debt on behalf part of Companythe LIQWID Service); (b) hold themselves out as employees disable, interfere with, alter, damage, or affiliates develop or use any workaround for, the LIQWID Service (or any part of Company unless truethe LIQWID Service or the servers and systems on which it operates); (c) misrepresent, add, alter, waive, discharge, or omit any provision of the Products, the then-current prospectus for the Registered Products or the underlying funds, confirmations, statements, or other Company materialspass personally identifiable information to LIQWID without obtaining consent to do so; (d) waive use any forfeiturepart of the LIQWID Service in violation of any laws, extend the time of making any paymentsordinances, regulations, statutes, orders or alter or substitute any of Company's formsindustry rule (“Laws”); (e) use, restrict or supply to a third party for use, inhibit any other person from using the Website or LIQWID Service (or part of Company's forms other than for purposes of this Agreementeither); (f) resell, license, provide, store or otherwise transfer data and content through the LIQWID Service unless you own it or have a license permitting you to make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, non-renewal of, or the withdrawal from, any Product,(i.e., a "Replacement") except when Producer has documented suitability of the Replacement based on the purchaser's individual financial and insurance needs and has first offered Company the opportunity to present a suitable replacement Product to Producersuch uses; (g) pay distribute to, or allow allow, any third party to be paid use or access the LIQWID Service, unless permitted as a Service Retailer pursuant to any prospective customer any inducement not specified in the contract for the ProductsSection (1)(G) below; (h) cause any premium not modify or consideration to be rebated, interfere in any manner whatsoeverway with any tag, directly computer code or indirectlyadvertisement provided to you or placed on your Site(s) by LIQWID, including adding any features to advertisements; (i) give alter any metric or offer to giveparameter reported or calculated through your Account, on Company's behalf, any advice whether through manual or opinion regarding the taxation of any purchaser's or prospective purchaser's income or estate in connection with the sale or solicitation for sale of any Productsautomated means; (j) sign cause any visitor clicking on any advertisement to be sent to any site other than the advertiser’s page, except as expressly authorized in writing by either such advertiser or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by CompanyLIQWID; (k) negotiateuse the LIQWID Service for any obscene, depositdefamatory, tortuous, violent, hateful, or co- mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreementillegal content or purpose; (l) enter into submit or allow any contracts with Subproducers other person to submit on your behalf any registration form after you have been disapproved for or prohibited from using the solicitation of the Products or payment of compensation based on sales with anyone not licensed and appointed with CompanyLIQWID Service; (m) engage in speculation on human life in any way; (n) solicit deceptive act or take applications for the Products in a state other than the purchaser's state of residence in order to circumvent the insurance laws of such purchaser's state of residence; (o) take any other action beyond the scope of the authority granted under this Agreement; or (p) allow any employee or contractor of Agency or any Subproducer who is not a registered representative of Broker Dealer to engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond practice with respect to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistance.Site(s); and

Prohibitions. Producer and Subproducers have no authority to, and Producer shall ensure that it and any Subproducers shall not: (a) make any promise or incur any debt on behalf of Company; (b) hold themselves out as employees or affiliates of Company unless true; (c) misrepresent, add, alter, waive, discharge, or omit any provision of the Products, the then-current prospectus for the Registered Products or the underlying funds, confirmations, statements, or other Company materials; (d) waive any forfeiture, extend the time of making any payments, or alter or substitute any of Company's ’s forms; (e) use, or supply to a third party for use, any of Company's ’s forms other than for purposes of this Agreement; (f) make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, non-renewal of, or the withdrawal from, any Product,(i.e.Product, (i.e., a "“Replacement"”) except when Producer has documented suitability of the Replacement based on the purchaser's ’s individual financial and insurance needs and has first offered Company the opportunity to present a suitable replacement Product to Producer; (g) pay or allow to be paid to any prospective customer any inducement not specified in the contract for the Products; (h) cause any premium or consideration to be rebated, in any manner whatsoever, directly or indirectly; (i) give or offer to give, on Company's ’s behalf, any advice or opinion regarding the taxation of any purchaser's ’s or prospective purchaser's ’s income or estate in connection with the sale or solicitation for sale of any Products; (j) sign or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by Company; (k) negotiate, deposit, or co- co-mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreement; (l1) enter into any contracts with Subproducers for the solicitation of the Products or payment of compensation based on sales with anyone not licensed and appointed with Company; (m) engage in speculation on human life in any way; (n) solicit or take applications for the Products in a state other than the purchaser's ’s state of residence in order to circumvent the insurance laws of such purchaser's ’s state of residence; (o) take any other action beyond the scope of the authority granted under this Agreement; or (p) allow any employee or contractor of Agency or any Subproducer who is not a registered representative of Broker Dealer to engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistance.

Prohibitions. Producer Except as permitted by this Agreement, You agree not to (and Subproducers have no authority such agreement includes not attempting to, and Producer shall ensure that it and not assisting or permitting any Subproducers shall not: third party to): (a) make copy, reproduce, disassemble, decompile, reverse engineer or create derivative works from the LIQWID Service (or any promise or incur any debt on behalf part of Companythe LIQWID Service); (b) hold themselves out as employees disable, interfere with, alter, damage, or affiliates develop or use any workaround for, the LIQWID Service (or any part of Company unless truethe LIQWID Service or the servers and systems on which it operates); (c) misrepresent, add, alter, waive, discharge, or omit any provision of the Products, the then-current prospectus for the Registered Products or the underlying funds, confirmations, statements, or other Company materialspass personally identifiable information to LIQWID without obtaining consent to do so; (d) waive use any forfeiturepart of the LIQWID Service in violation of any laws, extend the time of making any paymentsordinances, regulations, statutes, orders or alter or substitute any of Company's formsindustry rule (“Laws”); (e) use, restrict or supply to a third party for use, inhibit any other person from using the Website or LIQWID Service (or part of Company's forms other than for purposes of this Agreementeither); (f) resell, license, provide, store or otherwise transfer data and content through the LIQWID Service unless you own it or have a license permitting you to make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, non-renewal of, or the withdrawal from, any Product,(i.e., a "Replacement") except when Producer has documented suitability of the Replacement based on the purchaser's individual financial and insurance needs and has first offered Company the opportunity to present a suitable replacement Product to Producersuch uses; (g) pay distribute to, or allow allow, any third party to be paid use or access the LIQWID Service, unless permitted as a Service Retailer pursuant to any prospective customer any inducement not specified in the contract for the ProductsSection (1)(G) below; (h) cause any premium not modify or consideration to be rebated, interfere in any manner whatsoeverway with any tag, directly computer code or indirectlyadvertisement provided to you or placed on your Site(s) by LIQWID, including adding any features to advertisements; (i) give alter any metric or offer to giveparameter reported or calculated through your Account, on Company's behalf, any advice whether through manual or opinion regarding the taxation of any purchaser's or prospective purchaser's income or estate in connection with the sale or solicitation for sale of any Productsautomated means; (j) sign cause any visitor clicking on any advertisement to be sent to any site other than the advertiser’s page, except as expressly authorized in writing by either such advertiser or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by CompanyLIQWID; (k) negotiateuse the LIQWID Service for any obscene, depositdefamatory, tortuous, violent, hateful, or co- mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreementillegal content or purpose; (l) enter into submit or allow any contracts with Subproducers other person to submit on your behalf any registration form after you have been disapproved for or prohibited from using the solicitation of the Products or payment of compensation based on sales with anyone not licensed and appointed with CompanyLIQWID Service; (m) engage in speculation on human life in any waydeceptive act or practice with respect to any Site(s); and (n) solicit use any code or take applications for similar automatic items, programs, or processes, such as automated software, data mining software, scrapers, and ‘bots on the Products in a state other than the purchaser's state of residence in order Website or to circumvent the insurance laws of such purchaser's state of residence; (o) take interfere with or manipulate any other action beyond the scope aspect of the authority granted under this Agreement; or (p) allow any employee or contractor of Agency or any Subproducer who is not a registered representative of Broker Dealer to engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistanceLIQWID Service.

Prohibitions. Producer Except as expressly permitted pursuant to Section 6.10(b), from and Subproducers have no authority toafter the date hereof and prior to the earlier of (y) the termination of this Agreement in accordance with Section 8.1 and (z) the Effective Time, the Company shall not (and Producer the Company shall ensure that it (i) cause its Subsidiaries not to and (ii) not authorize or permit and shall cause its and any Subproducers shall not: (a) make any promise of its or incur any debt on behalf of Company; (b) hold themselves out as employees or affiliates of Company unless true; (c) misrepresent, add, alter, waive, discharge, or omit any provision of the Products, the then-current prospectus for the Registered Products or the underlying funds, confirmations, statements, or other Company materials; (d) waive any forfeiture, extend the time of making any payments, or alter or substitute any of Company's forms; (e) use, or supply to a third party for use, any of Company's forms other than for purposes of this Agreement; (f) make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, non-renewal of, or the withdrawal from, any Product,(i.e., a "Replacement") except when Producer has documented suitability of the Replacement based on the purchaser's individual financial and insurance needs and has first offered Company the opportunity to present a suitable replacement Product to Producer; (g) pay or allow to be paid to any prospective customer any inducement its Subsidiaries’ Representatives not specified in the contract for the Products; (h) cause any premium or consideration to be rebated, in any manner whatsoeverto), directly or indirectly; , (iA) give solicit, initiate or knowingly take any action to facilitate or encourage or assist any inquiries or the making of any proposal or offer that constitutes or may reasonably be expected to give, on Company's behalf, any advice or opinion regarding lead to the taxation submission of any purchaser's or prospective purchaser's income or estate in connection with the sale or solicitation for sale of any Products; Company Acquisition Proposal, (j) sign or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by Company; (k) negotiate, deposit, or co- mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreement; (lB) enter into or participate in any contracts with Subproducers for discussions or negotiations with, or furnish any information relating to the solicitation Company or any of its Subsidiaries or afford access to the business, properties, assets, personnel, books or records of the Products Company or payment any of compensation based on sales its Subsidiaries to any Third Party with anyone not licensed and appointed with Company; respect to inquiries regarding, or the making of, a Company Acquisition Proposal, (mC) engage in speculation on human life in any way; (n) solicit fail to make, qualify, withdraw, or take applications for the Products modify or amend in a state other than manner adverse to Parent or Merger Sub the purchaser's state of residence in order to circumvent the insurance laws of such purchaser's state of residence; Company Board Recommendation (oor recommend a Company Acquisition Proposal) take (any other action beyond the scope of the authority granted under foregoing in this Agreement; clause (C), a “Company Adverse Recommendation Change”), or publicly propose to do any of the foregoing, (D) approve, endorse, recommend or enter into (or agree or publicly propose to do any of the foregoing) any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to a Company Acquisition Proposal or (pE) allow grant any employee waiver, amendment or contractor of Agency release under any standstill or similar agreement or any Subproducer who Competition Laws or similar provision contained in the Company’s articles of incorporation, bylaws or other governing documents. The Company shall (and the Company shall cause its Subsidiaries and any of its or its Subsidiaries’ Representatives to) cease immediately and cause to be terminated any and all existing activities, solicitations, encouragements, discussions or negotiations, if any, with any Third Party and its Representatives and its financing sources conducted prior to the date hereof with respect to any Company Acquisition Proposal or efforts to obtain a Company Acquisition Proposal, and shall also request such Third Party to promptly return or destroy all confidential information concerning the Company and its Subsidiaries prior to the date hereof. The Company hereby confirms that it is not currently in negotiations or discussions with any Third Party which would reasonably be expected to lead to the making of a registered representative of Broker Dealer to engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistanceCompany Acquisition Proposal.

Prohibitions. Producer The Tenant shall not assign or transfer this Lease or the Term or any portion thereof or let or sub-let all or any part of the Leased Premises or grant any license with respect thereto (any of the foregoing being hereinafter called a "Transfer") without the written consent of the Landlord first had and Subproducers have no authority toobtained, which consent shall not be unreasonably withheld, provided that it shall not be unreasonable for the Landlord to withhold its consent where the Tenant is assigning or subletting at a profit to the Tenant. All requests to the Landlord for consent to any Transfer shall be made to the Landlord in writing together with payment to the Landlord of one hundred dollars ($100.00) as a deposit on account of all costs incurred by the Landlord in considering and processing the request for consent and such information in writing as the Landlord might reasonably require respecting a transferee including, without limiting the generality of the foregoing, the name, address, business experience, financial position and banking and personal references of such transferee, and Producer in the event the transferee is a corporation, similar information respecting the corporporation and its principal shareholders, officers and directors. In addition, the request shall ensure that contain a comprehensive summary of the terms and conditions upon which the Transfer is to occur. Notwithstanding any provisions of this Article 7.01 to the contrary, after the Landlord receives such request and information in writing, it shall have the option, to be exercised by written notice within thirty (30) days after the receipt of such request and any Subproducers information, to terminate this Lease and the Term hereof on not less than thirty (30) days and not more than ninety (90) days notice to the Tenant. If the Landlord elects to terminate this Lease as aforesaid, the Tenant shall not: have the right, to be exercised by written notice to the landlord within ten (10) days after receipt of such notice of termination, to withdraw the request for consent to the proposed Transfer, in which case the Tenant shall not proceed with such Transfer, the notice of termination shall be null and void and this Lease shall continue in full force and effect in accordance with its terms. If the Landlord consents to a Transfer, the Landlord shall have the following rights: (a) make any promise or incur any debt on behalf to require the Tenant to enter into an agreement in writing and under seal to implement all amendments to the Lease to give effect to the Landlord's exercise of Companyits foregoing rights; and (b) hold themselves out as employees or affiliates of Company unless true; (c) misrepresent, add, alter, waive, discharge, or omit any provision to require the Transferee to enter into an agreement directly with the Landlord to perform and observe all the terms and conditions of the ProductsTenant pursuant to this Lease. Whether or not the Landlord consents to any request to Transfer, the then-current prospectus Tenant shall pay reasonable costs incurred by the Landlord in considering any request for the Registered Products or the underlying funds, confirmations, statements, or other Company materials; (d) waive any forfeiture, extend the time of making any payments, or alter or substitute consent to Transfer and in completing any of Company's forms; (e) usethe documentation involved in implementing such Transfer. PROVIDED FURTHER that, or supply to a third party for use, notwithstanding any of Company's forms other than for purposes provisions of this Agreement; (f) make Article 7.01 to the contrary, neither the Transfer nor the taking of any recommendation or take any action which is likely to induce documentation in relation thereto shall affect the surrender, transfer, exchange, replacement, cancellation, non-renewal of, or the withdrawal from, any Product,(i.e., a "Replacement") except when Producer has documented suitability obligation of the Replacement based on Tenant to perform and observe all of the purchaser's individual financial terms and insurance needs and has first offered Company the opportunity to present a suitable replacement Product to Producer; (g) pay or allow conditions in this Lease to be paid to any prospective customer any inducement not specified in observed and performed by the contract for the Products; (h) cause any premium or consideration to be rebated, in any manner whatsoever, directly or indirectly; (i) give or offer to give, on Company's behalf, any advice or opinion regarding the taxation of any purchaser's or prospective purchaser's income or estate in connection with the sale or solicitation for sale of any Products; (j) sign or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by Company; (k) negotiate, deposit, or co- mingle purchase payments except as may be otherwise specifically agreed in a written addendum to this Agreement; (l) enter into any contracts with Subproducers for the solicitation of the Products or payment of compensation based on sales with anyone not licensed and appointed with Company; (m) engage in speculation on human life in any way; (n) solicit or take applications for the Products in a state other than the purchaser's state of residence in order to circumvent the insurance laws of such purchaser's state of residence; (o) take any other action beyond the scope of the authority granted under this Agreement; or (p) allow any employee or contractor of Agency or any Subproducer who is not a registered representative of Broker Dealer to engage in securities activities, receive compensation based on securities transactions or providing securities advice, recommend any security, give investment advice, discuss the merits of any security or type of security, respond to any question that might require familiarity with the securities industry, handle or maintain customer funds, including checks routed through Broker Dealer and Agencies, or securities in connection with securities transactions, or have any involvement in securities transactions other than providing clerical or ministerial assistanceTenant.

Prohibitions. Producer From and Subproducers have no authority toafter the date of this Agreement until the Closing Date, the Company shall, and Producer shall ensure that it cause the other GMS Entities to (A) operate the Business in material compliance with all Laws and any Subproducers shall not: in the ordinary course in accordance with past practices, and (aB) make any promise or incur any debt on behalf of Company; use commercially reasonable efforts to (b1) hold themselves out as employees or affiliates of Company unless true; (c) misrepresentpreserve the present business operations, add, alter, waive, discharge, or omit any provision organization and goodwill of the ProductsGMS Entities and the Business, and (2) preserve the present relationships with customers and suppliers of the GMS Entities. Notwithstanding the generality of the foregoing, except (x) as set forth on Schedule 6.5, (y) as otherwise contemplated or permitted by this Agreement or (z) with the prior written consent of Buyer (which consent will not be unreasonably withheld, conditioned or delayed), from and after the date of this Agreement until the Closing Date, the then-current prospectus for Company shall, and shall cause the Registered Products or the underlying funds, confirmations, statements, or other Company materials; (d) waive any forfeiture, extend the time of making any payments, or alter or substitute any of Company's forms; (e) use, or supply to a third party for use, any of Company's forms other than for purposes of this Agreement; (f) make any recommendation or take any action which is likely to induce the surrender, transfer, exchange, replacement, cancellation, non-renewal of, or the withdrawal from, any Product,(i.e., a "Replacement") except when Producer has documented suitability of the Replacement based on the purchaser's individual financial and insurance needs and has first offered Company the opportunity to present a suitable replacement Product to Producer; (g) pay or allow to be paid to any prospective customer any inducement not specified in the contract for the Products; (h) cause any premium or consideration to be rebated, in any manner whatsoever, directly or indirectly; GMS Entities to: (i) give not grant any bonus (including any transaction related or offer retention bonuses) to giveany employee, agree to any severance agreement or arrangement or implement any material increase in the rates of salaries or compensation of Company Employees, except in accordance with any Contracts in effect on Company's behalfthe date hereof or regularly scheduled periodic increases and bonuses, consistent with prior practices; (ii) not institute any advice or opinion regarding the taxation of material increase in any purchaser's or prospective purchaser's income or estate in connection benefits available under any Employee Benefit Plan with the sale or solicitation for sale of respect to any Products; (j) sign or allow any person to sign a form or other document for another except pursuant to a proper power of attorney or guardianship appointment approved by Company; (k) negotiateCompany Employee, deposit, or co- mingle purchase payments except as may be otherwise specifically agreed required to comply with Law or with Contracts in effect as of the date hereof and except in connection with modifications made to any Employee Benefit Plan in a written addendum to this manner consistent with past practices; (iii) not (A) amend (or waive any provision of) the Governing Documents of any GMS Entity or any Minority Shareholder Agreement; , (lB) enter into any contracts with Subproducers for merger, consolidation, restructuring, recapitalization, reorganization, or share exchange agreement, (C) create any Subsidiaries, (D) file a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the solicitation filing of any bankruptcy petition against it under any similar Law, or (E) adopt resolutions providing therefor; (iv) not sell, pledge, dispose of or create an Encumbrance on any assets of the Products GMS Entities, except for (A) Permitted Encumbrances, (B) sales of inventory in the ordinary course of business and in a manner consistent with past practices, (C) sales or payment dispositions of compensation based on sales with anyone other assets in the ordinary course of business not licensed in excess of $100,000 individually or $500,000 in the aggregate, and appointed with (D) transfers to another GMS Entity; (v) not terminate or modify in a material way (unless required to do so by a lender or other third party) the Company’s current arrangement of automatically applying cash proceeds of accounts receivable to reduce the outstanding balance of the Company’s line of credit; (vi) not (A) issue, sell, split, combine, reclassify, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire, any shares of capital stock, or any other ownership interest in any GMS Entity; (mB) engage in speculation on human life in repurchase, redeem or otherwise acquire, or enter into any way; (n) solicit or take applications for the Products in a state other than the purchaser's state Contract to acquire, any securities of residence in order to circumvent the insurance laws of such purchaser's state of residence; (o) take any other action beyond the scope of the authority granted under this AgreementGMS Entity; or (pC) allow adopt a plan of complete or partial liquidation or dissolution of any employee GMS Entity or contractor resolutions providing for or authorizing a liquidation or dissolution of Agency any GMS Entity; (vii) not take any action to change accounting policies or procedures (including procedures with respect to revenue recognition, payments of accounts payable and collection of accounts receivable) except as required by a change in GAAP; (viii) not declare or pay any dividend or make any other payment or distribution on or in respect of any outstanding capital stock of any GMS Entity other than dividends that are paid in full by the relevant GMS Entity prior to the Closing; (ix) not make any equity investment (including by way of merger, consolidation or acquisition) in any other Person; (x) except in the ordinary course of business, not amend, renew, terminate, execute, cancel, waive, fail to renew, release or relinquish in any respect, any Material Contract or enter into any new Contract that would have been a Material Contract if it had existed on the date hereof; (xi) not settle or compromise any asbestos Litigation, or any Subproducer who is other material Litigation; (xii) fail to make any capital expenditures which are included in the GMS Entities’ capital expenditure budgets provided to Buyer prior to the date hereof; (xiii) not make, revoke or change any Tax election or method of Tax accounting, file an amended Tax Return or a registered representative claim for refund of Broker Dealer Taxes, enter into any ruling request, closing agreement, or similar agreement with respect to engage in securities activitiesTaxes, receive compensation based on securities transactions settle or providing securities advicecompromise any liability with respect to Taxes, recommend any security, give investment advice, discuss the merits of any security or type of security, respond consent to any question that might require familiarity with the securities industry, handle claim or maintain customer funds, including checks routed through Broker Dealer and Agenciesassessment relating to Taxes, or securities waive the statute of limitations for any such claim or assessment, provided, that the restrictions in connection with securities transactionsthis clause do not apply to (A) the Internal Revenue Service income tax audits identified on Schedule 6.5(a) unless the total amount of proposed adjustments to taxable income exceeds $1,500,000, (B) each of the other pending audits identified on Schedule 6.5(a) unless the amount of the Tax deficiency or underpayment involved in such audit exceeds $50,000, or have (C) the amended returns identified on Schedule 6.5(a) to the extent such amendments reflect adjustments arising pursuant to audits described in clause (A) or clause (B); and (xiv) not enter into any involvement Contract with any Related Party, or modify any such Contract in securities transactions other than providing clerical or ministerial assistancea manner detrimental to the GMS Entities.