Common use of REPRESENTATIONS AND WARRANTIES OF THE COMPANIES Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. To induce each Lender and the Agent to execute and deliver this Agreement, each Company represents, warrants and covenants that: (a) The execution, delivery and performance by each Company of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company in accordance with its terms except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except with respect to the Existing Events of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is bound. (d) As of the date of this Agreement, except for the Existing Events of Default, no Event of Default has occurred or is continuing under this Agreement or any other Transaction Document. (e) The Agent’s and the Lender’s security interests in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any Company. (f) Except with respect to the Existing Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreement. (g) The recitals in this Agreement are true and correct.

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. To induce (a) Each of the Companies represents and warrants that it is a life insurance company duly organized or existing and in good standing under applicable law and that each Lender of its Accounts, prior to any issuance or sale of any Contracts by such Account and during the Agent to execute and deliver term of this Agreement, each Company represents, warrants will be legally and covenants thatvalidly established as a separate account pursuant to relevant state insurance law and either: (ai) The execution, delivery and performance by each Company of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company will be registered as a unit investment trust in accordance with its terms except as the enforcement thereof may be subject to (i) provisions of the effect of any applicable bankruptcy, insolvency, reorganization, moratorium 1940 Act; or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)will be exempt from such registration. (b) Except with respect Each of the Companies represents and warrants that the Contracts issued by it are or, prior to the Existing Events purchase of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct in all material respects (without duplication shares of any materiality qualifier contained therein) on and as of Fund in connection with funding such Contracts, will be registered under the date hereof as if made on the date hereof1933 Act, except to the extent a particular Contract is exempt from such representations registration, and warranties expressly relate to an earlier date, will be issued and sold in which case such representations and warranties shall be true and correct compliance in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier datewith all applicable federal and state laws, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereofincluding all applicable customer suitability requirements. (c) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation Each of the transactions contemplated hereby Companies represents and warrants that its registration statements for the Contracts and any amendments or thereby does supplement thereto will, when they become effective, conform in all material respects to the requirements of the 1933 Act and the 1940 Act and the rules and regulations of the SEC thereunder and will not contain any untrue statement of a material fact or shall contraveneomit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, result provided, however, that this representation and warranty will not apply to any statements or omissions made in a breach of, reliance upon and in conformity with information furnished in writing to the Company by or violate (i) any provision on behalf of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is boundthe Trust expressly for use therein. (d) As Each of the date Companies represents and warrants that its Contracts are currently and at the time of this Agreementissuance will be treated as modified endowment, except annuity or life insurance contracts under applicable provisions of the Code and agrees that it will make all reasonable efforts to maintain such treatment and will notify the Trust immediately upon having a reasonable basis for the Existing Events of Default, no Event of Default has occurred or is continuing under this Agreement believing that its Contracts or any other Transaction Documentof them have ceased to be so treated or might not be so treated in the future. (e) The Agent’s Each of the Companies represents and warrants that each Account of that Company in which Fund shares are held will be, at the Lender’s security interests time such shares are acquired, a "segregated asset account" within the meaning of Treas. Reg. Section 1.817-5(e) and agrees that it will make all reasonable efforts to maintain the Account's status as such and will notify the Trust immediately upon having a reasonable basis for believing that one or more of its Accounts holding Fund shares no longer have that status or might not have that status in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any Companyfuture. (f) Except Each of the Companies represents and warrants that it will not, without the prior written consent of the Trust, purchase shares of the Trust with Account assets derived from the sale of Contracts to individuals or entities which would cause the investment policies of any Fund to be subject to any limitations not in the Trust's then current prospectus or statement of additional information with respect to the Existing Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing AgreementFund. (g) The recitals in this Agreement are true and correct.

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. To induce (a) Each of the Companies represents and warrants that it is a life insurance company duly organized or existing and in good standing under applicable law and that each Lender of its Accounts, prior to any issuance or sale of any Contracts by such Account and during the Agent to execute and deliver term of this Agreement, each Company represents, warrants will be legally and covenants thatvalidly established as a separate account pursuant to relevant state insurance law and either: (ai) The execution, delivery and performance by each Company of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company will be registered as a unit investment trust in accordance with its terms except as the enforcement thereof may be subject to (i) provisions of the effect of any applicable bankruptcy, insolvency, reorganization, moratorium 1940 Act; or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)will be exempt from such registration. (b) Except with respect Each of the Companies represents and warrants that the Contracts issued by it are or, prior to the Existing Events purchase of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct in all material respects (without duplication shares of any materiality qualifier contained therein) on and as of Fund in connection with funding such Contracts, will be registered under the date hereof as if made on the date hereof1933 Act, except to the extent a particular Contract is exempt from such representations registration, and warranties expressly relate to an earlier date, will be issued and sold in which case such representations and warranties shall be true and correct compliance in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier datewith all applicable federal and state laws, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereofincluding all applicable customer suitability requirements. (c) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation Each of the transactions contemplated hereby Companies represents and warrants that its registration statements for the Contracts and any amendments or thereby does supplement thereto will, when they become effective, conform in all material respects to the requirements of the 1933 Act and the 1940 Act and the rules and regulations of the SEC thereunder and will not contain any untrue statement of a material fact or shall contraveneomit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, result provided, however, that this representation and warranty will not apply to any statements or omissions made in a breach of, reliance upon and in conformity with information furnished in writing to the Company by or violate (i) any provision on behalf of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is boundthe Trust expressly for use therein. (d) As Each of the date Companies represents and warrants that its Contracts are currently and at the time of this Agreementissuance will be treated as modified endowment, except annuity or life insurance contracts under applicable provisions of the Code and agrees that it will make every effort to maintain such treatment and will notify the Trust immediately upon having a reasonable basis for the Existing Events of Default, no Event of Default has occurred or is continuing under this Agreement believing that its Contracts or any other Transaction Documentof them have ceased to be so treated or might not be so treated in the future. (e) The Agent’s Each of the Companies represents and warrants that it will not, without the Lender’s security interests prior written consent of the Trust, purchase shares of the Trust with Account assets derived from the sale of Contracts to individuals or entities which would cause the investment policies of any Fund to be subject to any limitations not in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax Trust's then current prospectus or judgment liens are currently on record against any Company. (f) Except statement of additional information with respect to the Existing Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing AgreementFund. (g) The recitals in this Agreement are true and correct.

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. To induce each Lender The Companies represent and warrant to the Agent to execute and deliver this Agreement, each Company represents, warrants and covenants that: (a) The execution, delivery and performance by each Company of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company in accordance with its terms except as the enforcement thereof may be subject to several Purchasers that (i) the effect of any applicable bankruptcyeach document, insolvencyif any, reorganization, moratorium filed or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except with respect to be filed pursuant to the Existing Events of Default, each of the representations Exchange Act and warranties set forth incorporated by reference in the Transaction Documents is true and correct Basic Prospectus or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the rules and regulations thereunder, (without duplication ii) each part of the Registration Statement filed with the Commission pursuant to the Act relating to the New Notes, when such part became effective, did not contain any materiality qualifier contained thereinuntrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) on and as the effective date of the date hereof as if made on Registration Statement, the date hereofthe Prospectus is filed pursuant to Rule 424(b) and at all times subsequent to and including the Closing Date, except to the extent such representations Registration Statement and warranties expressly relate to an earlier datethe Prospectus, in which case such representations and warranties shall be true and correct as amended or supplemented, if applicable, complied or will comply in all material respects with the Act and the applicable rules and regulations thereunder, (without duplication iv) on the effective date of the Registration Statement, the Registration Statement did not contain, and as amended or supplemented, if applicable, will not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading, and on the date the Prospectus, or any amendment or supplement thereto, is filed pursuant to Rule 424(b) and on the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that these representations and warranties do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information furnished to the Companies by any Purchaser or the Representative by or on behalf of any materiality qualifier contained therein) as Purchaser in writing expressly for use therein or to statements or omissions in the Statement of such earlier date, and each Eligibility of the agreements and covenants Trustee under the Indenture, (v) there are no legal or governmental proceedings required to be described in the Transaction Documents is hereby reaffirmed with the same force and effect Prospectus which are not described as if each were separately stated herein and made as of the date hereof. required, (cvi) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions any transaction herein contemplated hereby or thereby does or shall contravene, will not result in a breach of, default under or violate (i) any provision creation of any Company’s corporate charterlien, bylaws, operating charge or encumbrance upon any material property or asset of either of the Companies or any of their subsidiaries pursuant to the terms of any agreement or other governing documents, (ii) any law instrument to which Verizon Global Funding or regulation, Verizon Communications is a party or any order statute or decree any order, rule or regulation of any court or government instrumentality governmental agency or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or body by which any Company or its property either of the Companies is bound. , (dvii) As of the date of this Agreement, except for the Existing Events of Default, no Event of Default Indenture has occurred or is continuing under this Agreement or any other Transaction Document. (e) The Agent’s and the Lender’s security interests in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations been qualified under the Transaction Documents Trust Indenture Act of 1939, as amended; and no tax or judgment liens are currently on record against any Company. (fviii) Except with respect Verizon Global Funding is not required to register pursuant to the Existing Events Investment Company Act of Default, any misrepresentation of a Company, or any failure of a Company to comply with 1940 (the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreement"1940 Act"). (g) The recitals in this Agreement are true and correct.

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. To induce Except as specifically set forth in the disclosure schedule prepared and signed by each Lender of the Companies (the "Companies' Disclosure Schedule") and delivered to the Agent to execute and deliver this AgreementInvestors simultaneously with the execution hereof, each Company representsof the Companies, jointly and severally, represents and warrants to each of the Investors that all of the statements contained in this Article III are true and covenants that: complete as of the date of this Agreement (a) or, if made as of a specified date, as of such date), and will be true and complete in all material respects as of the Closing Date as though made on the Closing Date. The executionexceptions, delivery modifications, descriptions and performance by each Company disclosures in any Schedule attached hereto are made for all purposes of this Agreement and are exceptions to all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company in accordance with its terms except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except with respect to the Existing Events of Default, each of the representations and warranties set forth in this Agreement or in any agreement or instrument delivered pursuant to or in connection with this Agreement. Disclosure of an item in response to one Section of this Agreement shall constitute disclosure in response to every Section of this Agreement notwithstanding the Transaction Documents fact that no express cross-reference is true and correct in all material respects (without duplication made. Disclosure of any materiality qualifier contained therein) on and as items not otherwise required to be disclosed shall not create any inference of materiality. In the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication event of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants inconsistency between statements in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance body of this Agreement and all documents and instruments delivered statements in connection herewith nor the consummation Companies' Disclosure Schedule (excluding exceptions expressly set forth in the Companies' Disclosure Schedule with respect to a specifically identified representation or warranty), the statements in the body of the transactions contemplated hereby or thereby does or this Agreement shall contravene, result in a breach of, or violate (i) any provision of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is boundcontrol. (dA) As of the date of this AgreementTHE INVESTORS ARE ACQUIRING THE NEW INVESTORS SHARES, except for the Existing Events of DefaultAND THE SALE HEREUNDER IS MADE "AS IS" AND "WHERE IS", no Event of Default has occurred or is continuing under this Agreement or any other Transaction DocumentWITHOUT REPRESENTATION OR WARRANTY; (B) THE COMPANIES HEREBY SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY, ORAL OR WRITTEN, INCLUDING, BUT NOT LIMITED TO THOSE CONCERNING (I) THE NATURE AND CONDITION OF ANY ASSETS AND THE SUITABILITY OF ANY ASSETS FOR ANY AND ALL ACTIVITIES AND USES WHICH ANY INVESTOR MAY ELECT TO CONDUCT THEREON, (II) THE MANNER, CONSTRUCTION, CONDITION AND STATE OF REPAIR OR LACK OF REPAIR OF ANY IMPROVEMENTS LOCATED ON ANY ASSETS, AND (III) THE COMPLIANCE OF ANY ASSET OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES, OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY, IT BEING SPECIFICALLY UNDERSTOOD THAT INVESTORS HAVE HAD FULL OPPORTUNITY TO DETERMINE FOR THEMSELVES THE CONDITION OF THE COMPANIES AND THEIR ASSETS; (C) THE COMPANIES MAKE NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF QUANTITY, QUALITY, CONDITION, HABITABILITY, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE COMPANIES OR ANY OF THEIR ASSETS; (D) THE INVESTORS ARE PURCHASING THE NEW INVESTORS SHARES BASED SOLELY ON THE INVESTORS' OWN INDEPENDENT INVESTIGATIONS AND FINDINGS AND NOT IN RELIANCE UPON ANY INFORMATION PROVIDED BY THE COMPANIES OR THE COMPANIES' REPRESENTATIVES; AND (E) THE COMPANIES MAKE NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR RELIABILITY OF ANY FORECASTS OR PROJECTIONS OF REVENUES, SALES, EXPENSES OR PROFITS. IN NO EVENT SHALL EITHER OF THE COMPANIES BE LIABLE FOR DAMAGES ARISING FROM A BREACH OF A REPRESENTATION OR WARRANTY. (e) The Agent’s and the Lender’s security interests in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any Company. (f) Except with respect to the Existing Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreement. (g) The recitals in this Agreement are true and correct.

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. To induce each Lender and the Agent to execute and deliver this Agreement, each Company represents, warrants and covenants that: (a) The executionCompany represents and warrants that it is a life insurance company duly organized or existing and in good standing under applicable law and that each of its Accounts, delivery prior to any issuance or sale of any Contracts by such Account and performance by each Company during the term of this Agreement Agreement, will be legally and all documents validly established as a separate account pursuant to relevant state insurance law and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company either: (i) will be registered as a unit investment trust in accordance with its terms except as the enforcement thereof may be subject to (i) provisions of the effect of any applicable bankruptcy, insolvency, reorganization, moratorium 1940 Act; or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)will be exempt from such registration. (b) Except with respect The Company represents and warrants that the Contracts issued by it are or, prior to the Existing Events purchase of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct in all material respects (without duplication shares of any materiality qualifier contained therein) on and as of Fund in connection with funding such Contracts, will be registered under the date hereof as if made on the date hereof1933 Act, except to the extent a particular Contract is exempt from such representations registration, and warranties expressly relate to an earlier date, will be issued and sold in which case such representations and warranties shall be true and correct compliance in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier datewith all applicable federal and state laws, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereofincluding all applicable customer suitability requirements. (c) Neither The Company represents and warrants that its registration statements for the executionContracts and any amendments or supplement thereto will, delivery and performance of this Agreement and when they become effective, conform in all documents and instruments delivered in connection herewith nor material respects to the consummation requirements of the transactions contemplated hereby 1933 Act and the 1940 Act and the rules and regulations of the SEC thereunder and will not contain any untrue statement of a material fact or thereby does omit to state a material fact required to be stated therein or shall contravenenecessary to make the statements therein not misleading, result provided, however, that this representation and warranty will not apply to any statements or omissions made in a breach of, reliance upon and in conformity with information furnished in writing to the Company by or violate (i) any provision on behalf of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is boundthe Trust expressly for use therein. (d) As The Company represents and warrants that its Contracts are currently and at the time of issuance will be treated as modified endowment, annuity or life insurance contracts under applicable provisions of the date of this Agreement, except Code and agrees that it will maintain such treatment and will notify the Trust immediately upon having a reasonable basis for the Existing Events of Default, no Event of Default has occurred or is continuing under this Agreement believing that its Contracts or any other Transaction Documentof them have ceased to be so treated or might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract. The Company further represents and warrants that each of its Accounts is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. The Company will use its best efforts to continue to meet such definitional requirements, and it will notify the Trust immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Agent’s Company represents and warrants that it will not, without the Lender’s security interests prior written consent of the Trust, purchase shares of the Trust with Account assets derived from the sale of Contracts to individuals or entities which would cause the investment policies of any Fund to be subject to any limitations not in the Collateral continue Trust’s then current prospectus or statement of additional information with respect to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any CompanyFund. (f) Except The Company represents and warrants that all of its directors, officers, employees, and other individuals/entities employed or controlled by the Company dealing with respect the money and/or securities of the Account are covered by a blanket fidelity bond or similar coverage for the benefit of the Account, in an amount not less than $5 million. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company. The Company agrees to hold for the benefit of a Fund and to pay to the Existing Events Fund any amounts lost from larceny, embezzlement or other events covered by the aforesaid bond to the extent such amounts properly belong to the Fund pursuant to the terms of Defaultthis Agreement. The Company agrees to make all reasonable efforts to see that this bond or another bond containing these provisions is always in effect, any misrepresentation of a Company, or any failure of a Company and agrees to comply with notify the covenants, conditions Trust and agreements contained the Distributor in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreementevent that such coverage no longer applies. (g) The recitals Company shall not, without prior notice to the Fund and Distributor (unless required by applicable law): a. take any action to operate an Account as a management investment company under the 1940 Act; b. induce Contract owners to change or modify a Fund or change a Fund’s distributor or investment adviser. c. induce Contract owners to vote on any matter submitted for consideration by the shareholders of a Fund in this Agreement are true and correcta manner other than as recommended by the Board of Trustees of that Fund.

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. To induce Each of the Companies hereby represents and warrants to each Lender Consenting Noteholder (and each of the Companies acknowledges that each of the Consenting Noteholders are relying upon such representations and warranties) that: (a) This Agreement has been duly executed and delivered by it, and, assuming the due authorization, execution and delivery by each Consenting Noteholder, this Agreement constitutes the legal, valid and binding obligation of such Company, enforceable in accordance with its terms, subject to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and general principles of equity; (b) It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all necessary power and authority to own its properties and assets and to conduct its business, and to execute and deliver this Agreement and to perform its obligations hereunder and consummate the transactions contemplated hereby; (c) The execution and delivery of this Agreement by such Company and the Agent completion by it of its obligations hereunder and the consummation of the transactions contemplated hereby do not and will not violate or conflict with (i) any judgment, order, statute, law, ordinance, rule or regulation applicable to such Company or any of its properties or assets or (ii) other than the Credit Agreement (and the other “Loan Documents” as that term is defined in the Credit Agreement) and the Indenture, and subject to compliance with the provisions of the Tax Sharing Agreement, if applicable, any Material Contract to which the Company is a party; (d) To the best of its knowledge, there is no proceeding, claim or investigation pending before any Governmental Entity, or threatened against such Company or any of its properties that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on such Company’s ability to execute and deliver this Agreement, each Company represents, warrants to perform its obligations hereunder and covenants that:to consummate the transactions contemplated hereby; (ae) Except as disclosed in the Information or as otherwise disclosed in writing to the Initial Consenting Noteholders, none of the Companies has any Material Liabilities except (i) Liabilities which are reflected and properly reserved against in the Financial Statements or (ii) Liabilities incurred in the ordinary course of business and consistent with past practice since June 30, 2013; (f) Except as disclosed in the Information or as otherwise contemplated by this Agreement and the transactions contemplated hereby, there has not been since June 30, 2013 (i) any Material Adverse Change, (ii) any Material transaction to which any of the Companies is a party outside the ordinary course of business or (iii) any Material change in the capital or outstanding Liabilities of the Companies (taken as a whole); (g) The executionCompanies have operated and are operating their material assets and property (i) in accordance with prudent industry practice and (ii) except as otherwise contemplated by this Agreement and the transactions contemplated hereby or as disclosed in the Information, delivery consistent with past practice; (h) Except as disclosed in the Information, there is not now pending or, to the Companies’ knowledge, threatened against any of the Companies, nor have any of the Companies received notice in respect of, any claim, potential claim, litigation, action, suit, arbitration or other proceeding by or before any Government Entity, which would be reasonably likely to result in, individually or in the aggregate, a Material Adverse Change; (i) Each of the Companies has conducted its business in compliance with all Laws and performance no Company has received any notice to the effect that, or has otherwise been advised that, such Company is not in compliance with such Laws, except where such non-compliance would not reasonably be expected to result in a Material Adverse Change; (j) Each of the Companies has obtained all permits, licenses and other authorizations which are required under all Environmental Laws and each of the Companies is in compliance with all Environmental Laws and all terms and conditions of all such permits, licenses and authorizations, except where such non-compliance would not reasonably be expected to result in a Material Adverse Change; (k) Each of the Companies have filed all tax returns which were required to be filed, have paid or made provision for payment (in accordance with U.S. GAAP) of all Taxes which are due and payable, and have provided adequate reserves (in accordance with U.S. GAAP) for the payment of any Tax, the payment of which is being contested, except to the extent that any failure to make any such filing, payment, provision or reserves would not reasonably be expected to result in a Material Adverse Change; (l) Except as disclosed in the Information or as provided in the KERP, since June 30, 2013 there has not been any resignation or termination of any officer, director or senior manager of the Companies, or any increase in the rate of compensation payable or to become payable by each Company any of the Companies to any officer, director or senior manager of the Companies (other than standard increases in connection with general, regularly-scheduled reviews consistent with past practice in respect of employees other than the top five highest paid employees of the Companies), including the making of any loan to, or the payment, grant or accrual of any Bonus Payment to, any such Person; (m) Except as disclosed in the Information or as provided in the KERP, there have been no material changes to the compensation for the top five highest paid employees of the Companies from their compensation as disclosed in the Information and none of the Companies have agreed to any, or become obligated to pay any, Bonus Payments to such employees except in accordance with the terms of existing bonus, incentive or retention plans or arrangements; (n) All employment agreements for the senior officers of the Companies are disclosed in the Information or have otherwise been disclosed to the Initial Consenting Noteholders and are in full force and effect as of the date hereof and there are no other written employment agreements for employees of the Companies earning $300,000 or more per annum, including all bonuses and other cash compensation; and except as disclosed in the Information or as provided in the KERP, since June 30, 2013 there have been no extensions, supplements or amendments thereto; (o) Although completion of the transactions contemplated by this Agreement will constitute a “change of control” in respect of Lone Pine and Lone Pine Canada for purposes of the executive employment or severance agreements between Lone Pine and Lone Pine Canada and their senior officers, no “change of control” payments or similar payments or compensation will be payable to them or to any other director, officer or employee of any of the Companies solely as a result of the implementation of the transactions contemplated by this Agreement; (p) Lone Pine is in compliance with its public reporting obligations under Securities Legislation, and all documents filed with the Commission by Lone Pine, at the time filed, (i) complied with all applicable Securities Legislation in all Material respects and (ii) did not contain any untrue statement of a Material fact or omit to state a Material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (q) The Financial Statements fairly reflect in all material respects as of the dates thereof, the consolidated financial condition of Lone Pine and the results of its operations for the periods covered thereby and have been prepared in accordance with U.S. GAAP and, since June 30, 2013, except as set forth in the Information, there has been no material adverse change in the consolidated financial condition of Lone Pine or its properties, assets, condition or undertakings which has not been disclosed in the Information or otherwise disclosed in writing to the Initial Consenting Noteholders; (r) Lone Pine has provided the Initial Consenting Noteholders with access to all Material Contracts except to the extent that such Contracts have been filed or are accurately described in the documents filed with the Commission prior to the date of this Agreement and all documents such Material Contracts are in full force and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its parteffect. All of the Material Contracts are valid, binding and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company in accordance with its their terms against the Company or Companies party thereto, except as the enforcement thereof may be subject to (i) the effect of any applicable as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ the rights generally and of creditors or (ii) general principles of equity (regardless of whether enforcement enforceability is sought considered in a proceeding at law or in equity or at lawequity). (b) Except with respect to the Existing Events of Default, each of the representations ; and warranties set forth except as disclosed in the Transaction Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and Information or as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of otherwise contemplated by this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby there is no existing (or thereby does threatened in writing) breach, default or shall contravenedispute with respect to, nor has any event or circumstance occurred which, but for the passage of time or the giving of notice, or both, would constitute a breach or default by any of the Companies under, any of the Material Contracts that would reasonably be expected to result in a breach ofMaterial Adverse Change; (s) The Indenture, the Notes and the guarantees of the Notes, and all claims under or violate in respect thereof, and such other as-yet unidentified unsecured claims or contractual obligations as may be determined in accordance with Section 8(a)(vii), are the unsecured claims and contractual obligations of the Companies that Lone Pine and Lone Pine Canada anticipate repudiating or compromising in the Recapitalization Proceedings; (i) any provision Except as disclosed in the Information or as otherwise contemplated by this Agreement and the transactions contemplated hereby, no event or circumstance has occurred which constitutes, or which with the giving of any Company’s corporate charternotice, bylaws, operating agreement lapse of time or other governing documents, both would constitute an event of default under the Credit Agreement; (ii) any law or regulationexcept as disclosed in the Information, or any order or decree of any court or government instrumentality or there have been no material amendments to the Credit Agreement; (iii) the completion of the Recapitalization will not cause a material default or event of default under any mortgageother Material Contract now in effect that will remain in effect following the Implementation Date (other than those defaults or events of default that are remedied, deed waived, stayed, extinguished or otherwise in any way rendered inoperative as part of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is bound.the Recapitalization Proceedings); and (iv) the Forbearance Agreement remains in full force and effect; and (du) As The board of directors of each of Lone Pine and Lone Pine Canada has: (i) approved, adopted and declared advisable this Agreement and the transactions and agreements contemplated hereby; and (ii) determined that this Agreement is in the best interests of such Company; and all necessary corporate action has been taken by each of the date of Companies to authorize this Agreement, except for the Existing Events of Default, no Event of Default has occurred or is continuing under this Agreement or any other Transaction Document. (e) The Agent’s and the Lender’s security interests in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any Company. (f) Except with respect to the Existing Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreement. (g) The recitals in this Agreement are true and correct.

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. To induce each Lender Each Company represents and warrants to the Agent Administrator that: a. It is a corporation, duly organized, existing and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its Governing Documents to execute enter into and deliver perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. It is an investment company properly registered with the SEC under the 1940 Act; e. The Registration Statement has been filed and will be effective and remain effective during the term of this Agreement. The Company also warrants to the Administrator that as of the effective date of this Agreement, each all necessary filings under the securities laws of the states in which the Company represents, warrants offers or sells its shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Company’s ability to perform its duties and covenants that:obligations under this Agreement; (a) The execution, delivery and performance by each Company of g. Its entrance into this Agreement and all documents and instruments delivered will not cause a material breach or be in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company in accordance material conflict with its terms except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium other agreement or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except with respect to the Existing Events of Default, each obligation of the representations and warranties set forth in the Transaction Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby Company or thereby does or shall contravene, result in a breach of, or violate (i) any provision of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument regulation applicable to which any Company is a party, or by which any Company or its property is bound.it; and (d) h. As of the close of business on the date of this Agreement, except the Company is authorized to issue 12,000,000 shares of common stock; i. Where information provided by the Company includes information about an identifiable individual (excluding the Company’s investors) (“Personal Information”), the Company represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Existing Events Administrator to use and disclose such Personal Information in connection with the performance of Defaultthe services hereunder. The Company acknowledges that the Administrator may perform any of the services, no Event and may use and disclose Personal Information outside of Default has occurred or is continuing under this Agreement or any other Transaction Document. (e) The Agent’s the jurisdiction in which it was initially collected by the Company, including the United States and the Lender’s security interests in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any Company. (f) Except with respect that information relating to the Existing Events of DefaultCompany, including Personal Information may be accessed by national security authorities, law enforcement and courts. The Administrator shall be kept indemnified by and be without liability to the Company for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any misrepresentation of a Company, liability or any costs in connection with claims or complaints for failure of a Company to comply with any applicable law that regulates the covenantscollection, conditions and agreements contained in any agreementprocessing, document use or instrument executed or delivered by any Company with, to or in favor disclosure of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing AgreementPersonal Information. (g) The recitals in this Agreement are true and correct.

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. To induce each Lender and the Agent to execute and deliver this Agreement, each Company represents, warrants and covenants that: (a) The execution, delivery and performance by each Company of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company in accordance with its terms except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except with respect to the Existing Third Forbearance Events of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is bound. (d) As of the date of this Agreement, except for the Existing Third Forbearance Events of Default, no Event of Default has occurred or is continuing under this Agreement or any other Transaction Document. (e) The Agent’s and the Lender’s security interests in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any Company. (f) Except with respect to the Existing Third Forbearance Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreement. (g) The recitals in this Agreement are true and correct.

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. To induce Each of the Companies represents and warrants to each Lender and the Agent to execute and deliver this Agreement, each Company represents, warrants and covenants Underwriter that: (a) The execution, delivery and performance by each Company Basic Prospectus included as part of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its partthe Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Preliminary Prospectus filed pursuant to Rule 424(b), complied when so filed in all material respects with the provisions of the Act and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that this Agreement representation and all documents warranty does not apply to statements in or omissions from the Basic Prospectus or the Preliminary Prospectus made in reliance upon and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company conformity with information relating to any Underwriter furnished to the Partnership in accordance with its terms except as the enforcement thereof may be subject to (i) the effect writing by or on behalf of any applicable bankruptcyUnderwriter expressly for use therein. To the best of each of the Companies' knowledge, insolvencyinformation and belief, reorganizationhaving made reasonable inquiries, moratorium the Commission has not issued any order preventing or similar laws affecting creditors’ rights generally and (ii) general principles suspending the use of equity (regardless of whether enforcement is sought in a proceeding in equity the Basic Prospectus or at law)the Preliminary Prospectus. (b) Except with respect to The Partnership and the Existing Events of Default, each offering of the representations and warranties set forth Offered Units contemplated by this Agreement meet the requirements for using Form S-3 under the Act. The Registration Statement in the Transaction Documents is true form in which it became or becomes effective and correct also in such form as it may be when any post-effective amendment thereto shall become effective and the Final Prospectus and any supplement or amendment thereto when filed with the Commission under Rule 424(b) and at the Closing Date and if applicable, at the Option Closing Date, complied or will comply in all material respects (without duplication with the provisions of the Act, and will not at any such times contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the statements made or to be made in such documents that are covered by Rule 175(b) under the Act were made or will be made with a reasonable basis and in good faith, except that this representation and warranty does not apply to statements in or omissions from the Registration Statement or the Final Prospectus made in reliance upon and in conformity with information relating to any Underwriter furnished to the Partnership in writing by or on behalf of any materiality qualifier contained Underwriter expressly for use therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither The Incorporated Documents heretofore filed, when they were filed (or, if any amendment with respect to any such document was filed, when such amendment was filed), conformed in all material respects with the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation requirements of the transactions contemplated hereby Exchange Act; any further Incorporated Documents so filed will, when they are filed, conform in all material respects with the requirements of the Exchange Act; no such document when it was filed (or, if an amendment with respect to any such document was filed, when such amendment was filed), contained an untrue statement of a material fact or thereby does omitted to state a material fact required to be stated therein or shall contravenenecessary in order to make the statements therein not misleading; and no such further document, result when it is filed, will contain an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary in a breach of, or violate (i) any provision of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is boundmake the statements therein not misleading. (d) As The capitalization of the date Partnership as of this AgreementDecember 31, except for 1998 was as set forth in the Existing Events of Default, no Event of Default has occurred or is continuing Final Prospectus under this Agreement or any other Transaction Document"Capitalization." (e) The Agent’s Offered Units and the Lender’s security limited partner interests represented thereby are authorized by the Partnership Agreement and, when issued, delivered and paid for in accordance with Section 4 hereof, will be validly issued, fully paid and non-assessable (except as such non-assessibility may be affected by the matters described under the caption "Summary Description of the Partnership Agreement -- Limited Liability" in Amendment No. 3 to the Partnership's Registration Statement on Form S-1 (Registration No. 33-43425) which is incorporated by reference into the Partnership's Registration Statement on Form 8-A, dated November 14, 1991, as amended by Amendment No. 1 to Form 8-A on Form 8, dated December 9, 1991, and Amendment No. 2 on Form 8-A/A, dated May 2, 1997 (the "Form 8-A")) and free of any preemptive or similar rights (except for the required Capital Contributions (as defined in the Collateral continue Partnership Agreement) to the Partnership to be validmade by the General Partner pursuant to Section 4.4(c)(ii) of the Partnership Agreement), binding and enforceable first-priority the Underwriters will acquire such Units free and clear of any liens, encumbrances, security interests which secure the obligations under the Transaction Documents and no tax interests, charges or judgment liens are currently on record against any Companyclaims. (f) Except Each of the Partnership, the Operating Partnership and Lakehead Services, Limited Partnership, a Delaware limited partnership (the "LPL Partnership"), has been duly formed and is validly existing as a limited partnership in good standing under the Delaware Revised Uniform Limited Partnership Act (the "Delaware Act"), with partnership power and authority to own or lease its properties and to conduct its business as described in the Final Prospectus and, with respect to the Existing Events Partnership, also to act as general partner of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing AgreementLPL Partnership. (g) The recitals General Partner has been duly incorporated and is validly existing as a corporation in this Agreement good standing under the laws of the State of Delaware, with the corporate power and authority to own or lease its properties, to conduct its businesses, to act as a general partner of the Partnership and the Operating Partnership and to act as limited partner of the LPL Partnership, in each case as described in the Final Prospectus. (h) The accountants, PricewaterhouseCoopers LLP, who have certified or shall certify the financial statements included or incorporated by reference in the Registration Statement and the Final Prospectus (or any amendment or supplement thereto), are true independent public accountants as required by the Act. (i) The financial statements, together with related schedules and correct.notes, included or incorporated by reference in the Registration Statement and the Final Prospectus (and any amendment or supplement thereto), present fairly the consolidated financial position, results of operations and changes in financial position of the Partnership and the Operating Partnership on the basis stated in the Registration Statement at the respective dates or for the respective periods to which they apply; such statements and related schedules and notes have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as disclosed therein; and the other financial and statistical information and data included or incorporated by reference in the Registration Statement and the Final

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. To induce each Lender Each of the Issuer and Hovnanian represents and warrants to the Agent to execute Supporting Holders that the following statements are true and deliver this Agreement, each Company represents, warrants correct as of the date hereof and covenants thatwill be true and correct on the Closing Date: (a) The executionIssuer is a corporation duly organized, validly existing and in good standing under the laws of the State of California. Hovnanian is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) Prior to commencement of the Exchange Offer, the Companies will have taken all necessary corporate action to authorize the commencement and consummation of the Exchange Offer, the Consent Solicitation, the other Transactions and the execution and delivery of the New Notes and performance by each Company the New Indenture and the other agreements and documents necessary or appropriate to consummate the Exchange Offer and the Transactions. (c) The issuance of this Agreement and all documents and instruments delivered in connection herewith have the New Notes has been duly authorized by all necessary corporate action required on its partthe Issuer and (assuming due authentication of the New Notes by the applicable indenture trustee) upon the consummation of the exchange for the 8% Notes, (i) the New Indenture and this Agreement and all documents and instruments delivered in connection herewith are the New Notes shall be legal, valid and binding obligations of such Company the Issuer, enforceable against such Company the Issuer in accordance with its terms their terms, except as the enforcement thereof may be subject to (i) the effect of any applicable limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting relating to or limiting creditors’ rights generally generally, by equitable principles relating to enforceability and an implied covenant of good faith and fair dealing, and (ii) general principles of equity the New Notes (regardless of whether enforcement is sought in a proceeding in equity or at law). (bincluding, without limitation, the covenants relating thereto) Except with respect to the Existing Events of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct will conform in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier description thereof contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is boundOffering Memorandum. (d) The documents incorporated by reference in the Offering Memorandum, at the time they were or are hereafter filed with the SEC (the “SEC Reports”) and except as otherwise subsequently disclosed therein, complied and will comply in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act and any rules and regulations promulgated thereunder applicable to the SEC Reports. As of the respective dates (or, if amended prior to the date hereof, as of the date of this Agreementsuch amendment), except for the Existing Events SEC Reports, together with the other information in the Offering Memorandum, did not contain any untrue statement of Defaulta material fact or omit to state a material fact necessary to make the statements made therein, no Event in light of Default has occurred or is continuing under this Agreement or any other Transaction Documentthe circumstances in which they were made, not misleading. (e) The AgentHovnanian’s and the Lender’s security interests consolidated financial statements (including, in each case, any notes thereto) contained in the Collateral continue to SEC Reports (1) were prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be validdisclosed therein) and (2) fairly presented, binding in all material respects, the consolidated financial position, results of operations, changes in stockholders’ equity and enforceable first-priority security interests which secure cash flows of Hovnanian as of the obligations under respective dates thereof and for the Transaction Documents and no tax or judgment liens are currently respective periods covered thereby, on record against any Companythe basis stated in such SEC Reports. (f) Except with respect to the Existing Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreement. (g) The recitals in this Agreement are true and correct.

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. To induce each Lender (a) Each of the Companies is a corporation duly organized, validly existing and in good standing under the Agent laws of the jurisdiction stated at the beginning of this Agreement. Each Company has all requisite corporate power and authority to execute and deliver this AgreementAgreement and, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it. The execution and delivery of this Agreement by each Company representsCompany, warrants and covenants that: (a) The execution, delivery and the performance by each Company of this Agreement all the terms and all documents conditions hereof and instruments delivered in connection herewith thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations the Board of Directors of such Company enforceable against such Company in accordance with its terms except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)Company. (b) Except with respect to the Existing Events of Default, This Agreement has been duly executed and delivered by each of the representations Companies and warranties set forth constitutes the valid and binding obligation of each such Company, enforceable against it in the Transaction Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed accordance with the same force and effect as if each were separately stated herein and made as of the date hereof.its terms.. (c) Neither the The execution, delivery and performance of this Agreement by each of the Companies and the consummation by each Company of the transactions contemplated hereby do not and will not conflict with or result in any breach of any of the provisions of, or constitute a default under, result in a violation of, or result in the creation of any lien or encumbrance upon any assets of such Company, under the provisions of such Company’s charter or bylaws or any material indenture, mortgage, lease, loan agreement or other agreement or instrument to which such Company is bound or affected, or any law, order, judgment or decree to which such Company is subject. (d) Lxxxxx has good and marketable right, title and interest in and to all documents of the Transferred Assets (other than personal property leased by Lxxxxx), free and instruments delivered in connection herewith nor clear of all liens and encumbrances whatsoever. (e) This Agreement and the execution and delivery hereof by each of the Companies, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby will not: (a) conflict with, or thereby does require the consent of any third party under, any of the terms, conditions or shall contraveneprovisions of the certificate of incorporation or bylaws of such Company; (b) violate any provision of, or require any filing, consent, authorization or approval under, any federal, state or local law or regulation applicable to or binding upon such Company; (c) conflict with, result in a breach of, constitute a default under (without regard to requirements of notice or violate the lapse of time or both), accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, (i) any provision of any Company’s corporate chartermortgage, bylawsindenture, operating loan, credit agreement or other governing documentsagreement or instrument evidencing indebtedness for borrowed money to which such Company is a party or by which such Company is bound or to which its properties is subject, or (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, license, contract or other agreement or other instrument to which any such Company is a party, party or by which it is bound or to which any Company of its properties is subject; or its property is bound. (d) As of the date of this Agreement, except for the Existing Events of Default, no Event of Default has occurred or is continuing under this Agreement or any other Transaction Document. (e) The Agent’s and the Lender’s security interests result in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure creation or imposition of any lien or encumbrance upon the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any assets of such Company. (f) Except with respect There is no action, suit, proceeding or governmental investigation or inquiry pending or, to the Existing Events knowledge of Default, any misrepresentation of a each Company, threatened against each Company such or any failure of a Company to comply with its properties that might delay, prevent or hinder the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor consummation of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreementtransactions contemplated hereby. (g) All the issued and outstanding shares of Mabwe Stock been duly and validly issued and are fully paid and non-assessable, and were issued in accordance with the exemption from registration of the Securities Act and any relevant United States and state securities laws or pursuant to valid exemptions therefrom. Upon issuance of the Mabwe Stock as contemplated by this Agreement, the shares will be duly authorized, validly issued, fully paid and non-assessable shares in the capital of the Company, free and clear of any mortgage, pledge, lien, encumbrance, security interest, claim or equity pre-emptive or similar rights, and entitled to the rights therein described. (h) The recitals issuance of Mabwe Stock has been duly authorized and approved by the board of directors of Mabwe. RRHI shall cause the officers of Mabwe to promptly cooperate with the transfer of the Mabwe Stock by the Employees in accordance with applicable law and Mabwe will give the Employees or its assignees all necessary assistance in depositing the stocks in a brokerage account, including Mabwe’s attorneys’ opinion letter, if requested.. (i) No representation, warranty, or statement of any of the Companies contained in this Agreement are true misstates any material fact or omits to state any material fact necessary to make such representation, warranty, or statement accurate and correctnot misleading in any material respect.

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. To induce each Lender and the Agent to execute and deliver this Agreement, each Company represents, warrants and covenants that: (a) The execution, delivery and performance by each Company of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company in accordance with its terms except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except with respect to the Existing Second Forbearance Events of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is bound. (d) As of the date of this Agreement, except for the Existing Second Forbearance Events of Default, no Event of Default has occurred or is continuing under this Agreement or any other Transaction Document. (e) The Agent’s and the Lender’s security interests in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any Company. (f) Except with respect to the Existing Second Forbearance Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreement. (g) The recitals in this Agreement are true and correct.

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. To induce Each of the Companies hereby represents and warrants to each Lender Backstopper (and each of the Agent to execute Companies acknowledges that each of the Backstoppers are relying upon such representations and deliver this Agreement, each Company represents, warrants and covenants warranties) that: (a) The executionThis Agreement has been duly executed and delivered by it, and, assuming the due authorization, execution and delivery and performance by each Company of Backstopper, this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are constitutes the legal, valid and binding obligations obligation of such Company Company, enforceable against such Company in accordance with its terms except as the enforcement thereof may be terms, subject to (i) the effect laws of any applicable general application and bankruptcy, insolvency, reorganization, moratorium or insolvency and other similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)equity. (b) Except with respect It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all necessary power and authority to own its properties and assets and to conduct its business, and to execute and deliver this Agreement and, subject to the Existing Events of Default, each satisfaction of the representations conditions in this Agreement, to perform its obligations hereunder and warranties set forth in consummate the Transaction Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereoftransactions contemplated hereby. (c) Neither the execution, The execution and delivery and performance of this Agreement by such Company and all documents the completion by it of its obligations hereunder and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby do not and will not violate or thereby does or shall contravene, result in a breach of, or violate conflict with (i) any provision Law applicable to such Company or any of any Company’s corporate charter, bylaws, operating agreement its properties or other governing documents, assets or (ii) other than the Credit Agreement (and the other “Loan Documents” as that term is defined in the Credit Agreement) and the Indenture, and subject to compliance with the provisions of the Tax Sharing Agreement, if applicable, any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument Material Contract to which any the Company is a party, or by which any Company or its property is bound. (d) As All Preferred Shares issued pursuant to the Share Offering will be validly issued as fully paid and non-assessable shares of the date of this Agreement, except for the Existing Events of Default, no Event of Default has occurred or is continuing under this Agreement or any other Transaction DocumentIssuer. (e) The Agent’s At the Implementation Date and subject to the Lender’s security interests completion of the filings and other matters contemplated herein, the distribution of the Preferred Shares by the Issuer to Eligible Subscribers will comply with Securities Legislation. In addition, each Company makes to each Backstopper the representations and warranties made by it in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any Company. (f) Except with respect to the Existing Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Support Agreement. (g) The recitals in this Agreement are true and correct.

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. To induce each the Lender and the Agent to execute and deliver this Agreement, each Company represents, warrants and covenants that: (a) The execution, delivery and performance by each Company of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company in accordance with its terms except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except with respect to the Existing Acknowledged Events of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is bound. (d) As of the date of this Agreement, except for the Existing Acknowledged Events of Default, no Event of Default has occurred or is continuing under this Agreement or any other Transaction Document. (e) The Agent’s and the Lender’s security interests in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any Company. (f) Except with respect to the Existing Acknowledged Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing AgreementAmended SPA. (g) The recitals in this Agreement are true and correct.

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. To induce each Lender and Each of the Agent to execute and deliver this Agreement, each Company Companies hereby represents, warrants and covenants that: (a) The executionto each of the Holders, delivery as of the date hereof and performance by each Company as of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its partthe Closing Date, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company in accordance with its terms except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except with respect to the Existing Events of Default, that each of the representations and warranties set forth in the Transaction Documents below is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on except as shall be set forth in the Disclosure Schedule. 3.1 Organization and as Authorization of the date hereof as if made on Companies. (a) Each of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, Companies and each of its Subsidiaries (i) is a corporation duly organized or a limited liability company or other entity duly formed, validly existing and in good standing under the agreements laws of its jurisdiction of incorporation or formation, (ii) has all requisite power and covenants authority to own or hold under lease the property it purports to own or hold under lease and to transact the business in which it is presently engaged or presently proposes to engage and (iii) is duly qualified as a foreign corporation or other entity and is in good standing in each jurisdiction in which the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as character of the date hereofproperties owned or held under lease by it, or the nature of the business transacted by it requires such qualification except where failure to so qualify could not reasonably be expected to have a Material Adverse Effect on the Companies taken as a whole. (cb) Neither Each of the Companies has all requisite power and authority to execute and deliver this Agreement and any other documents or agreements contemplated hereby and to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereunder and thereunder. Inland has all requisite power and authority to issue the Stock. The execution and delivery of this Agreement and the issuance of Stock, the performance of this Agreement, and the execution, delivery and performance of this Agreement any other documents or agreements to which any of the Companies is a party contemplated hereby and all documents thereby, and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby and thereby, have been duly authorized and approved by the Board of Directors of the respective Companies. Each of this Agreement and any other document or thereby does or shall contravene, result in a breach of, or violate (i) any provision of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument contemplated hereby to which any Company of the Companies is a partyparty has been (or on the Closing Date will have been) duly authorized, executed and delivered by, and each is (or, when duly executed and delivered on the Closing Date, will be) the valid and binding obligation of each such Company, enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws or by which any Company legal or its property is boundequitable principles relating to or limiting creditors' rights generally. (dc) As Schedule 3.1 contains a true and correct list of all Subsidiaries of Inland and any equity interests (whether stock, partnership interests or limited liability company interests) held or owned thereby. Neither Inland nor the Subsidiaries own, directly or indirectly, any capital stock, joint venture or partnership interests in or other equity interest in any other Person other than those Subsidiaries set forth on Schedule 3.1 hereto. Except as set forth on Schedule 3.1, each of the date Companies has good and valid title to all the outstanding stock of this Agreementeach of its Subsidiaries, except for the Existing Events in each case, free and clear of Default, no Event of Default has occurred or is continuing under this Agreement or any other Transaction Documentall liens and encumbrances. (e) The Agent’s and the Lender’s security interests in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any Company. (f) Except with respect to the Existing Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreement. (g) The recitals in this Agreement are true and correct.

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. To induce each Lender and the Agent to execute and deliver this Agreement, each Company represents, warrants and covenants that: (a) The executionCompany represents and warrants that it is a life insurance company duly organized or existing and in good standing under applicable law and that each of its Accounts, delivery prior to any issuance or sale of any Contracts by such Account and performance by each Company during the term of this Agreement Agreement, will be legally and all documents validly established as a separate account pursuant to relevant state insurance law and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company either: (i) will be registered as a unit investment trust in accordance with its terms except as the enforcement thereof may be subject to (i) provisions of the effect of any applicable bankruptcy, insolvency, reorganization, moratorium 1940 Act; or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)will be exempt from such registration. (b) Except with respect The Company represents and warrants that the Contracts issued by it are or, prior to the Existing Events purchase of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct in all material respects (without duplication shares of any materiality qualifier contained therein) on and as of Fund in connection with funding such Contracts, will be registered under the date hereof as if made on the date hereof1933 Act, except to the extent a particular Contract is exempt from such representations registration, and warranties expressly relate to an earlier date, will be issued and sold in which case such representations and warranties shall be true and correct compliance in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier datewith all applicable federal and state laws, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereofincluding all applicable customer suitability requirements. (c) Neither The Company represents and warrants that its registration statements for the executionContracts and any amendments or supplement thereto will, delivery and performance of this Agreement and when they become effective, conform in all documents and instruments delivered in connection herewith nor material respects to the consummation requirements of the transactions contemplated hereby 1933 Act and the 1940 Act and the rules and regulations of the SEC thereunder and will not contain any untrue statement of a material fact or thereby does omit to state a material fact required to be stated therein or shall contravenenecessary to make the statements therein not misleading, result provided, however, that this representation and warranty will not apply to any statements or omissions made in a breach of, reliance upon and in conformity with information furnished in writing to the Company by or violate (i) any provision on behalf of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is boundthe Trust expressly for use therein. (d) As of Subject to the date of Trust’s compliance with applicable diversification requirements under this Agreement, except the Company represents and warrants that its Contracts are currently and at the time of issuance will be treated as modified endowment, annuity or life insurance contracts under applicable provisions of the Code and agrees that it will maintain such treatment and will notify the Trust immediately upon having a reasonable basis for the Existing Events of Default, no Event of Default has occurred or is continuing under this Agreement believing that its Contracts or any other Transaction Documentof them have ceased to be so treated or might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract. The Company further represents and warrants that each of its Accounts is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. The Company will use its best efforts to continue to meet such definitional requirements, and it will notify the Trust immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. (e) The Agent’s Company represents and warrants that it will not, without the Lender’s security interests prior written consent of the Trust, purchase shares of the Trust with Account assets derived from the sale of Contracts to individuals or entities which would cause the investment policies of any Fund to be subject to any limitations not in the Collateral continue Trust’s then current prospectus or statement of additional information with respect to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any CompanyFund. (f) Except The Company represents and warrants that all of its directors, officers, employees, and other individuals/entities employed or controlled by the Company dealing with respect the money and/or securities of the Account are covered by a blanket fidelity bond or similar coverage for the benefit of the Account, in an amount not less than $5 million. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company. The Company agrees to hold for the benefit of a Fund and to pay to the Existing Events Fund any amounts lost from larceny, embezzlement or other events covered by the aforesaid bond to the extent such amounts properly belong to the Fund pursuant to the terms of Defaultthis Agreement. The Company agrees to make all reasonable efforts to see that this bond or another bond containing these provisions is always in effect, any misrepresentation of a Company, or any failure of a Company and agrees to comply with notify the covenants, conditions Trust and agreements contained the Distributor in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreementevent that such coverage no longer applies. (g) The recitals in this Agreement are true Company shall not, without prior notice to the Fund and correct.Distributor (unless required by applicable law): a. take any action to operate an Account as a management investment company under the 1940 Act;

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. To induce Each of the Companies hereby represents and warrants, severally and not jointly, to each Lender Purchaser as follows: (a) Such Company is a corporation duly organized, validly existing and in good standing under the Agent laws of Bermuda and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. (b) Such Company has full corporate power and authority to execute and deliver this Agreement, each Company represents, warrants and covenants that: (a) The execution, delivery and performance by each Company of this Agreement and all documents other agreements and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on contemplated hereby to which such Company is a party and to perform its partobligations hereunder and thereunder, and this Agreement and all documents such other agreements and instruments have been duly authorized, executed and delivered in connection herewith are legal, valid and binding obligations of by such Company and, assuming the due execution and delivery of this Agreement and all other agreements and instruments contemplated hereby to which such Company is a party, by the other parties hereof and thereof, are valid, binding and enforceable against such Company in accordance with its terms except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except with respect to the Existing Events of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereoftheir terms. (c) Neither the executionThe Shares to be issued to each Purchaser pursuant to this Agreement, delivery when purchased, will be duly and performance validly issued and will be fully paid and nonassessable, free and clear of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby liens or thereby does or shall contravene, result in a breach of, or violate (i) any provision of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is boundencumbrances. (d) As At the Closing, sufficient Holdings I Class A Shares will be reserved for issuance upon the conversion of the date Holdings I Class L Shares, and the Holdings I Class A Shares to be issued upon the conversion of this Agreementthe Holdings I Class L Shares, except for the Existing Events of Defaultwhen so converted and issued and delivered, no Event of Default has occurred or is continuing under this Agreement or any other Transaction Documentwill be duly and validly issued and will be fully paid and nonassessable. (e) The Agent’s and Acceptance of funds from each Purchaser or its designee hereunder for the Lender’s security interests payment of the Shares shall constitute confirmation from such Company that all of the conditions in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any CompanySection 3 shall have been satisfied in all material respects. (f) Except with respect Such Company was formed solely for the purpose of engaging in the transactions relating to the Existing Events Acquisition. The Company has not owned, operated or conducted any businesses or activities or incurred any liabilities other than in connection with its organization and the negotiation and execution of Default, any misrepresentation of a Company, or any failure of a Company the agreements relating to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing AgreementAcquisition. (g) The recitals sale of Shares in accordance with the terms of this Agreement are true (assuming the accuracy of the representations and correctwarranties of the Purchasers contained in Section 5 hereof) is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”).

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. Section 2.1. To induce each Lender and the Agent Noteholders to execute and deliver this AgreementAmendment (which representations shall survive the execution and delivery of this Amendment), each the Company represents, represents and warrants and covenants to the Noteholders that: (a) The execution, delivery and performance by each Company of this Agreement and all documents and instruments delivered in connection herewith have Amendment has been duly authorized authorized, executed and delivered by all necessary corporate action required on its part, it and this Agreement and all documents and instruments delivered in connection herewith are Amendment constitutes the legal, valid and binding obligations obligation, contract and agreement of such the Company enforceable against such Company it in accordance with its terms terms, except as the enforcement thereof may be subject to (i) the effect of any applicable limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting or equitable principles relating to or limiting creditors’ ' rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).generally; (b) Except the Note Purchase Agreements and the Notes, as amended by this Amendment, constitute the legal, valid and binding obligation, contract and agreement of the Company enforceable against it in accordance with respect its respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally; (c) the Existing Events execution, delivery and performance by the Company of Defaultthis Amendment (i) has been duly authorized by all requisite corporate action and, each if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, including, without limitation, the Bank Credit Agreement, or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this (S)2.1(C); (d) as of the Effective Date (as hereinafter defined) and after giving effect to this Amendment, no Default or Event of Default has occurred which is continuing; and (e) all the representations and warranties set forth contained in Section 5 of the Transaction Documents is Note Purchase Agreements are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein made by the Company on and made as of the date hereof. Section 2.2. To induce the Noteholders to execute and deliver this Amendment (which representations shall survive the execution and delivery of this Amendment), the Parent Guarantor represents and warrants to the Noteholders that: (a) this Amendment has been duly authorized, executed and delivered by it and this Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Parent Guarantor enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally; (b) the Guaranty Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation, contract and agreement of the Parent Guarantor enforceable against it in accordance with its respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally; (c) Neither the execution, delivery and performance by the Parent Guarantor of this Agreement Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and all documents and instruments delivered in connection herewith nor the consummation (iii) will not (A) violate (1) any provision of the transactions contemplated hereby law, statute, rule or thereby does regulation or shall contraveneits certificate of incorporation or bylaws, result in a breach of(2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or violate (i3) any provision of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, leasematerial indenture, agreement or other instrument to which any Company it is a party, party or by which its properties or assets are or may be bound, including, without limitation, the Bank Credit Agreement, or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any Company indenture, agreement or its property is bound.other instrument referred to in clause (iii)(A)(3) of this (S)2.2(C); (d) As as of the date of Effective Date and after giving effect to this Agreement, except for the Existing Events of DefaultAmendment, no Default or Event of Default has occurred or which is continuing under this Agreement or any other Transaction Document.continuing; and (e) The Agent’s all the representations and the Lender’s security interests in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any Company. (f) Except with respect to the Existing Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements warranties contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor Section 2 of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreement. (g) The recitals in this Guaranty Agreement are true and correctcorrect in all material respects with the same force and effect as if made by the Parent Guarantor on and as of the date hereof.

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. To induce Each of the Companies represents and warrants to each Lender and the Agent to execute and deliver this Agreement, each Company represents, warrants and covenants Underwriter that: (a) The executionBasic Prospectus included as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Preliminary Prospectus filed pursuant to Rule 424(b), complied when so filed in all material respects with the provisions of the Act and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that this representation and warranty does not apply to statements in or omissions from the Basic Prospectus or the Preliminary Prospectus made in reliance upon and in conformity with information relating to any Underwriter furnished to the Operating Partnership in writing by or on behalf of any Underwriter expressly for use therein. To the best of each of the Companies' knowledge, information and belief, having made reasonable inquiries, the Commission has not issued any order preventing or suspending the use of the Basic Prospectus or the Preliminary Prospectus. (b) The Operating Partnership and the offering of the Securities contemplated by this Agreement meet the requirements for using Form S-3 under the Act. The Registration Statement in the form in which it became or becomes effective and also in such form as it may be when any post-effective amendment thereto shall become effective and the Final Prospectus and any supplement or amendment thereto when filed with the Commission under Rule 424(b) and at the Closing Time, complied or will comply in all material respects with the provisions of the Act and, with respect to the Registration Statement, the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (the "1939 Act"), and will not at any such times contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the statements made or to be made in such documents that are covered by Rule 175(b) under the Act were made or will be made with a reasonable basis and in good faith, except that this representation and warranty does not apply to statements in or omissions from the Registration Statement or the Final Prospectus made in reliance upon and in conformity with information relating to any Underwriter furnished to the Operating Partnership in writing by or on behalf of any Underwriter expressly for use therein. (c) The Incorporated Documents heretofore filed, when they were filed (or, if any amendment with respect to any such document was filed, when such amendment was filed), conformed in all material respects with the requirements of the Exchange Act; any further Incorporated Documents so filed will, when they are filed, conform in all material respects with the requirements of the Exchange Act; no such document when it was filed (or, if an amendment with respect to any such document was filed, when such amendment was filed), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and no such further document, when it is filed, will contain an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) The capitalization of the Partnership as of June 30, 1998 was as set forth in the Final Prospectus under "Capitalization." The capitalization of the Operating Partnership as of such date was substantially the same as the capitalization of the Partnership as of such date. (e) Each of the Partnership, the Operating Partnership and Lakehead Services, Limited Partnership, a Delaware limited partnership (the "LPL Partnership"), has been duly formed and is validly existing as a limited partnership in good standing under the Delaware Revised Uniform Limited Partnership Act (the "Delaware Act"), with partnership power and authority to own or lease its properties and to conduct its business as described in the Final Prospectus and, with respect to the Partnership, also to act as general partner of the LPL Partnership. (f) The General Partner has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with the corporate power and authority to own or lease its properties, to conduct its businesses, to act as a general partner of the Partnership and the Operating Partnership and to act as limited partner of the LPL Partnership, in each case as described in the Final Prospectus. (g) The accountants, PricewaterhouseCoopers LLP (formerly Price Waterhouse LLP), who have certified or shall certify the financial statements included or incorporated by reference in the Registration Statement and the Final Prospectus (or any amendment or supplement thereto), are independent public accountants as required by the Act. (h) The financial statements, together with related schedules and notes, included or incorporated by reference in the Registration Statement and the Final Prospectus (and any amendment or supplement thereto), present fairly the consolidated financial position, results of operations and changes in financial position of the Partnership and the Operating Partnership on the basis stated in the Registration Statement at the respective dates or for the respective periods to which they apply; such statements and related schedules and notes have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as disclosed therein; and the other financial and statistical information and data included or incorporated by reference in the Registration Statement and the Final Prospectus (and any amendment or supplement thereto) are accurately presented and prepared on a basis consistent with such financial statements and the books and records of the Companies. (i) The execution and delivery of, and the performance by each Company of the Companies of its obligations under this Agreement have been duly and all documents validly authorized by each of such Companies, as the case may be, and instruments this Agreement has been duly executed and delivered by each of the Companies. (j) The Indenture has been duly authorized by the Operating Partnership and duly qualified under the 1939 Act and, when duly executed and delivered by the Operating Partnership and the Trustee, will, based upon the advice of counsel, constitute a valid and legally binding agreement of the Operating Partnership, enforceable against the Operating Partnership in connection herewith accordance with its terms, except as enforcement generally may be subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors rights and to general equitable principles. (k) The Securities have been duly authorized and, at the Closing Time, will have been duly executed by all necessary corporate action required on its partthe Operating Partnership and, when authenticated, issued and this Agreement and all documents and instruments delivered in connection herewith are legalthe manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will, based upon the advice of counsel, constitute valid and binding obligations of such Company the Operating Partnership, enforceable against such Company the Operating Partnership in accordance with its terms their terms, except as the enforcement thereof generally may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganizationreorganization and other laws of general applicability relating to or affecting creditors rights and to general equitable principles, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought will be in a proceeding in equity or at law)the form contemplated by, and entitled to the benefits of, the Indenture. (bl) Except with respect to The Securities and the Existing Events of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct Indenture will conform in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier respective statements relating thereto contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with Preliminary Prospectus and the same force Final Prospectus and effect will be in substantially the respective forms filed or incorporated by reference, as if each were separately stated herein and made the case may be, as of exhibits to the date hereofRegistration Statement. (cm) Neither the offer, sale or delivery of the Securities, the execution, delivery and or performance of this Agreement Agreement, the Indenture and all documents and instruments delivered in connection herewith the Securities, compliance by any of the Companies with the provisions hereof or thereof nor consummation by any of the consummation Companies of the transactions contemplated hereby or thereby does or shall contravene, result in constitutes a breach of, or violate (i) any provision a default under, the partnership agreement, certificate or articles of incorporation or bylaws, or other organizational documents, of any Company’s corporate charter, bylaws, operating agreement of the Companies or other governing documents, (ii) any law or regulationthe LPL Partnership, or any order or decree of any court or government instrumentality or (iii) any contract, indenture, mortgage, deed of trust, leaseloan or credit agreement, note, lease or other agreement or other instrument to which any Company of the Companies or the LPL Partnership is a party, party or by which any Company of them may be bound or its property to which any of their respective properties is boundsubject, nor will any such action result in any violation of any existing law, regulation, ruling (assuming compliance with all applicable federal and state securities and Blue Sky laws), judgment, injunction, order or decree to which any of the Companies or the LPL Partnership is a named party, excluding in each case any breaches, defaults or violations which, individually or in the aggregate, would not have a material adverse effect on the financial position, results of operations, business or prospects of the General Partner or the Partnership and the Operating Partnership (taken as a whole) (a "Material Adverse Effect"). (dn) As Except as disclosed in the Registration Statement and the Final Prospectus (or any amendment or supplement thereto), subsequent to the respective dates as of which such information is given in the Registration Statement and the Final Prospectus (or any amendment or supplement thereto), none of the date Companies nor the LPL Partnership has incurred any liability or obligation, direct or contingent, or entered into any transaction, not in the ordinary course of this Agreementbusiness, except for that is material to the Existing Events General Partner or the Partnership and the Operating Partnership (taken as a whole), and there has not been any change in the capital stock or partner's capital, or material increase in the short-term debt or long-term debt of, any of Defaultthe Companies, no Event of Default has occurred or is continuing under this Agreement or any other Transaction Documentmaterial adverse change, or any development that the Operating Partnership and the General Partner have reasonable cause to believe will involve a prospective material adverse change, in the financial position, business, prospects or results of operations of any of the Companies. (eo) Except as disclosed in the Registration Statement and the Final Prospectus (or any amendment of supplement thereto), no more than ten percent of the net proceeds from the sale of the Securities are intended to be or will be paid to members of the National Association of Securities Dealers or associated or affiliated persons of such members, or members of the immediate family of such members. (p) The Agent’s Commission has issued an order under the Act declaring the Registration Statement effective and qualifying the Indenture under the 1939 Act and no other consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issuance of the Securities or the consummation by the Operating Partnership of the other transactions contemplated by this Agreement and the Lender’s security Indenture, except such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or blue sky laws in connection with the issuance by the Operating Partnership of the Securities and the purchase and distribution of the Securities by the Underwriters. (q) The General Partner has (excluding its interests in the Collateral continue to be valid, binding Partnership and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any CompanyOperating Partnership) a net worth of at least $35 million. (fr) Except with respect to Based upon the Existing Events advice of Defaultcounsel, any misrepresentation none of a Companythe Companies is, or any failure as of a the Closing Time will be, an "Investment Company" as that term is defined in the Investment Company Act of 1940, as amended (the "Investment Company Act"), or required to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and register as an immediate Event of Default "Investment Company" under the Financing AgreementInvestment Company Act. (gs) The recitals Based upon the advice of counsel, none of the Companies or the LPL Partnership is (i) a "public utility company," (ii) a "holding company," (iii) a "subsidiary company" of a "registered holding company" or of a "holding company" required to be registered under the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), or (iv) an "affiliate" of (A) a "registered holding company," (B) a "holding company" required to be registered under the 1935 Act, (C) a "subsidiary company" of a "registered holding company" or (D) a "subsidiary company" of a "holding company" required to be registered under the 1935 Act, as such terms are defined in this Agreement the 1935 Act. Based upon the advice of counsel, the issuance and sale of the Securities as contemplated by the Final Prospectus is not subject to regulation under the 1935 Act. (t) There are true no legal or governmental proceedings pending or, to the knowledge of any of the Companies, threatened, against any of the Companies or the LPL Partnership, or to which any of the Companies or the LPL Partnership, or to which any of their respective properties, is subject, that are required to be described in the Registration Statement or the Final Prospectus and correctare not described as required.

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. To induce Each of the Companies hereby represents and warrants, severally and not jointly, to each Lender Purchaser as follows: (a) Such Company is an exempted company limited by shares, duly organized, validly existing and in good standing under the Agent laws of Bermuda and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. (b) Such Company has full corporate power and authority to execute and deliver this Agreement, each Company represents, warrants and covenants that: (a) The execution, delivery and performance by each Company of this Agreement and all documents other agreements and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on contemplated hereby to which such Company is a party and to perform its partobligations hereunder and thereunder, and this Agreement and all documents such other agreements and instruments have been duly authorized, executed and delivered in connection herewith are legal, valid and binding obligations of by such Company and, assuming the due execution and delivery of this Agreement and all other agreements and instruments contemplated hereby to which such Company is a party, by the other parties hereof and thereof, are valid, binding and enforceable against such Company in accordance with its terms except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except with respect to the Existing Events of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereoftheir terms. (c) Neither the The Shares to be issued to each Purchaser pursuant to this Agreement, when purchased, will be duly and validly issued and will be fully paid and nonassessable, free and clear of all liens or encumbrances. (d) The execution, delivery and performance of this Agreement by such Company, and all documents the fulfillment of and instruments delivered compliance with the terms hereof by such Company, do not and will not (i) violate any requirements of any material obligation of such Company, (ii) result in connection herewith nor or constitute (with or without the giving of notice, lapse of time or both) any default or event of default under any such material obligation of such Company, or give rise to a right of termination of, or accelerate the performance required by, any terms of any such material obligation, or (iii) violate any statute, law, ordinance, rule, regulation or order of any court or governmental authority or any judgment, order or decree (U.S. federal, state or local or foreign) applicable to such Company. (e) The sale of Shares in accordance with the terms of this Agreement (assuming the accuracy of the representations and warranties of the Purchasers contained in Sections 4 and 6 hereof) is exempt from the registration requirements of the Securities Act of 1933, as amended. (f) The authorized share capital of Holdings I consists of 117,380,000 Holdings I Class A Shares and 12,820,000 Holdings I Class L Shares. As of the date hereof, prior to the consummation of the transactions contemplated hereby and prior to the grant of any shares to any of the Purchasers on the date hereof pursuant to the 2005 Equity Incentive Plan of Holdings I or thereby does or shall contraveneotherwise, result in a breach of, or violate there are: (i) any provision of any Company’s corporate charter, bylaws, operating agreement or other governing documents, 87,390,113 Holdings I Class A Shares issued and outstanding and (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is bound. (d) As of the date of this Agreement, except for the Existing Events of Default, no Event of Default has occurred or is continuing under this Agreement or any other Transaction Document. (e) The Agent’s 10,554,361 Holdings I Class L shares issued and the Lender’s security interests in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any Company. (f) Except with respect to the Existing Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreementoutstanding. (g) The recitals in this Agreement authorized share capital of Holdings II consists of 600,000 Holdings II Shares and 11,200,000 ordinary shares. As of the date hereof, prior to the consummation of the transactions contemplated hereby and prior to the grant of any shares of Holdings II to any of the Purchasers on the date hereof, there are true 400,000 Holdings II Shares issued and correctoutstanding, and 8,739,011.26 ordinary shares issued and outstanding.

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. To induce The Companies represent and warrant to and agree with each Lender and of the Agent to execute and deliver this Agreement, each Company represents, warrants and covenants Underwriters that: (a) The execution, delivery and performance by each Company Registration Statement has become effective; no stop order suspending the effectiveness of this Agreement and all documents and instruments delivered the Registration Statement is in connection herewith have been duly authorized by all necessary corporate action required on its parteffect, and this Agreement and all documents and instruments delivered in connection herewith no proceedings for such purpose are legalpending before or, valid and binding obligations to the knowledge of such Company enforceable against such Company in accordance with its terms except as the enforcement thereof may be subject to Companies, threatened by the Commission. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the effect of any applicable bankruptcystatements therein not misleading, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of equity the Commission thereunder and (regardless iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of whether enforcement is sought a material fact or omit to state a material fact necessary to make the statements therein, in a proceeding in equity or at law). (b) Except with respect to light of the Existing Events of Defaultcircumstances under which they were made, each of not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Transaction Documents is true and correct Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company in all material respects writing by such Underwriter through you expressly for use therein. (without duplication of any materiality qualifier contained thereinc) on and as Each of the date hereof Companies has been duly incorporated, is validly existing as if made on a corporation or in good standing under the date hereoflaws of the jurisdiction of its incorporation or organization, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of that the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is bound. (d) As of the date of this Agreement, except for the Existing Events of Default, no Event of Default has occurred or is continuing under this Agreement or any other Transaction Document. (e) The Agent’s and the Lender’s security interests in the Collateral continue failure to be validso qualified or be in good standing would not have a material adverse effect on the Companies and their subsidiaries, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any Companytaken as a whole. (f) Except with respect to the Existing Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreement. (g) The recitals in this Agreement are true and correct.

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. To induce each Lender As a material inducement to DSI to enter into this Agreement and consummate the Agent to execute transactions contemplated hereby, the Companies represent and deliver this Agreement, each Company represents, warrants and covenants thatwarrant as follows: (ai) EMPAK is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas and has all requisite corporate power and authority to enter into this Agreement and the Deepwell Access Agreement and to carry out the transactions contemplated hereby and thereby. Pakhoed is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. (ii) The execution, execution and delivery and performance by each Company of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this the Deepwell Access Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company in accordance with its terms except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except with respect to the Existing Events of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or and thereby does or shall contravenehave been duly authorized by all requisite corporate action on the part of the Companies, result and such instruments evidence the valid and binding obligations of the Companies enforceable against each in a breach of, or violate (i) any provision of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or accordance with their respective terms. (iii) The Companies have not employed or retained any broker or finder or paid or agreed to pay any commission or finder's fee on account of this Agreement or the transactions contemplated hereby. (iv) The Disclosure Schedule delivered to DSI contemporaneously with the execution and delivery of this Agreement sets forth accurately, in all material respects, the gross revenues derived from the operation of the Business during each of the calendar years ended December 31, 1991, 1992, 1993, 1994, and 1995 and the six month period ended June, 1996. (v) Neither the execution and delivery by EMPAK of this Agreement and the Deepwell Access Agreement, nor the performance of the obligations contemplated herein or therein will conflict with or result in any violation of or constitute a breach or default under the terms of the articles of incorporation or bylaws of EMPAK or any contract, mortgage, deed of trust, lease, agreement indenture or other instrument agreement to which any Company EMPAK is a party, party or by which EMPAK or any Company of EMPAK's assets or properties are bound or affected and which could reasonably be expected to have a material adverse effect on EMPAK or its property is boundassets or properties, taken as a whole. (dvi) As of Neither the date execution and delivery by Pakhoed of this Agreement, except for nor the Existing Events performance of Default, no Event the obligations contemplated herein will conflict with or result in any violation of Default has occurred or is continuing constitute a breach or default under this Agreement the terms of the certificate of incorporation or bylaws of Pakhoed or any contract, mortgage, indenture or other Transaction Document. (e) The Agent’s and the Lender’s security interests in the Collateral continue agreement to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax Pakhoed is a party or judgment liens are currently on record against any Company. (f) Except with respect to the Existing Events of Default, any misrepresentation of a Company, by ASSISTANCE AGREEMENT 3 4 which Pakhoed or any failure of Pakhoed's assets or properties are bound or affected and which could reasonably be expected to have a Company to comply with the covenantsmaterial adverse effect on Pakhoed or its assets or properties, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute taken as a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreementwhole. (g) The recitals in this Agreement are true and correct.

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. To induce (a) Each of the Companies represents and warrants that it is a life insurance company duly organized or existing and in good standing under applicable law and that each Lender of its Accounts, prior to any issuance or sale of any Contracts by such Account and during the Agent to execute and deliver term of this Agreement, each Company represents, warrants will be legally and covenants that: validly established as a separate account pursuant to relevant state insurance law and either: (ai) The execution, delivery and performance by each Company of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company will be registered as a unit investment trust in accordance with its terms except as the enforcement thereof may be subject to (i) provisions of the effect of any applicable bankruptcy, insolvency, reorganization, moratorium 1940 Act; or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)will be exempt from such registration. (b) Except with respect Each of the Companies represents and warrants that the Contracts issued by it are or, prior to the Existing Events purchase of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct in all material respects (without duplication shares of any materiality qualifier contained therein) on and as of Fund in connection with funding such Contracts, will be registered under the date hereof as if made on the date hereof1933 Act, except to the extent a particular Contract is exempt from such representations registration, and warranties expressly relate to an earlier date, will be issued and sold in which case such representations and warranties shall be true and correct compliance in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier datewith all applicable federal and state laws, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereofincluding all applicable customer suitability requirements. (c) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation Each of the transactions contemplated hereby Companies represents and warrants that its registration statements for the Contracts and any amendments or thereby does supplement thereto will, when they become effective, conform in all material respects to the requirements of the 1933 Act and the 1940 Act and the rules and regulations of the SEC thereunder and will not contain any untrue statement of a material fact or shall contraveneomit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, result provided, however, that this representation and warranty will not apply to any statements or omissions made in a breach of, reliance upon and in conformity with information furnished in writing to the Company by or violate (i) any provision on behalf of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is boundthe Trust expressly for use therein. (d) As Each of the date Companies represents and warrants that its Contracts are currently and at the time of this Agreementissuance will be treated as modified endowment, except annuity or life insurance contracts under applicable provisions of the Code and agrees that it will make every effort to maintain such treatment and will notify the Trust immediately upon having a reasonable basis for the Existing Events of Default, no Event of Default has occurred or is continuing under this Agreement believing that its Contracts or any other Transaction Documentof them have ceased to be so treated or might not be so treated in the future. (e) The Agent’s Each of the Companies represents and warrants that it will not, without the Lender’s security interests prior written consent of the Trust, purchase shares of the Trust with Account assets derived from the sale of Contracts to individuals or entities which would cause the investment policies of any Fund to be subject to any limitations not in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax Trust’s then current prospectus or judgment liens are currently on record against any Company. (f) Except statement of additional information with respect to the Existing Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing AgreementFund. (g) The recitals in this Agreement are true and correct.

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. To induce each Lender Each Company hereby represents and warrants as follows: 6.1 Each Company is not in default under any indenture, mortgage, deed of trust, agreement or other instrument to which it is a party or by which it may be bound. Neither the Agent to execute and deliver execution nor the delivery of this Security Agreement, each Company represents, warrants and covenants that: (a) The execution, delivery and performance by each Company of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company in accordance with its terms except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except with respect to the Existing Events of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contraveneherein contemplated, result in a breach ofnor compliance with the provisions hereof, or will violate (i) any provision of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality Governmental Authority, or (iii) will conflict with, or result in the breach of, or constitute a default under, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which any each Company is a party, party or by which each Company may be bound, or result in the creation or imposition of any Company lien, claim or its encumbrance upon any property is boundof such Company. (d) As of 6.2 Each Company has the date power to execute, deliver and perform the provisions of this AgreementSecurity Agreement and all instruments and documents delivered or to be delivered pursuant hereto, and has taken or caused to be taken all necessary or appropriate actions to authorize the execution, delivery and performance of this Security Agreement and all such instruments and documents. 6.3 Each Company is the legal and equitable owner of its respective Collateral, subject to the interest therein granted to the Secured Parties. The ownership by each Company of its respective Collateral is free and clear of all security interests, liens, claims and encumbrances of every kind and nature, except for security deposits, statutory liens securing obligations that are not yet due or delinquent, bankers’ liens and other immaterial encumbrances not securing indebtedness for borrowed money. Each Company has taken all actions necessary under the Existing Events of DefaultUCC to perfect its interest in any accounts purchased by it or in which it otherwise has an interest, no Event of Default has occurred as against its assignors or is continuing under this Agreement creditors or any other Transaction Documentits assigns. (e) 6.4 No material default exists, and no event which with notice or the passage of time or both, would constitute a default under the Collateral by any party thereto, and there are no material offsets, claims or defenses against the obligations evidenced by the Collateral. 6.5 The Agent’s and the Lender’s security interests interest in the Collateral continue constitutes a valid and, upon delivery and filing of documents necessary to be validperfect the Collateral Agent’s security interest in the Collateral, binding perfected security interest in the Collateral securing the payment and enforceable first-priority security interests which secure performance of the obligations under the Transaction Documents Obligations, in each case prior to all other liens and no tax or judgment rights of others (except for permitted liens are currently on record against any Companyas described in Section 6.3 above). (f) Except with respect to 6.6 That no financing statement covering the Existing Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained Collateral is on file in any agreementpublic office, document or instrument executed or delivered by any other than financing statements filed pursuant to this Security Agreement. All representations and warranties of each Company with, to or in favor contained herein shall survive the closing of any Company shall constitute a Forbearance Default hereunder and an immediate Event this Security Agreement until termination of Default this Security Agreement under the Financing AgreementSection 12. (g) The recitals in this Agreement are true and correct.

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. To induce each Lender The Companies represent and warrant to the Agent to execute and deliver this Agreement, each Company represents, warrants and covenants that: (a) The execution, delivery and performance by each Company of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company in accordance with its terms except as the enforcement thereof may be subject to several Purchasers that (i) the effect of any applicable bankruptcyeach document, insolvencyif any, reorganization, moratorium filed or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except with respect to be filed pursuant to the Existing Events of Default, each of the representations Exchange Act and warranties set forth incorporated by reference in the Transaction Documents is true and correct Basic Prospectus or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the rules and regulations thereunder, (without duplication ii) each part of the Registration Statement filed with the Commission pursuant to the Act relating to the New Notes, when such part became effective, did not contain any materiality qualifier contained thereinuntrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) on and as the effective date of the date hereof as if made on Registration Statement, the date hereofthe Prospectus is filed pursuant to Rule 424(b) and at all times subsequent to and including the Closing Date, except to the extent such representations Registration Statement and warranties expressly relate to an earlier datethe Prospectus, in which case such representations and warranties shall be true and correct as amended or supplemented, if applicable, complied or will comply in all material respects with the Act and the applicable rules and regulations thereunder, (without duplication iv) on the effective date of the Registration Statement, the Registration Statement did not contain, and as amended or supplemented, if applicable, will not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading, and on the date the Prospectus, or any amendment or supplement thereto, is filed pursuant to Rule 424(b) and on the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that these representations and warranties do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information furnished to the Companies by any Purchaser or the Representative by or on behalf of any materiality qualifier contained therein) as Purchaser in writing expressly for use therein or to statements or omissions in the Statement of such earlier date, and each Eligibility of the agreements and covenants Trustee under the Indenture, (v) there are no legal or governmental proceedings required to be described in the Transaction Documents is hereby reaffirmed with the same force and effect Prospectus which are not described as if each were separately stated herein and made as of the date hereof. required, (cvi) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions any transaction herein contemplated hereby or thereby does or shall contravene, will not result in a breach of, default under or violate (i) any provision creation of any Company’s corporate charterlien, bylaws, operating charge or encumbrance upon any material property or asset of either of the Companies or any of their subsidiaries pursuant to the terms of any agreement or other governing documents, (ii) any law instrument to which Verizon Global Funding or regulation, Verizon Communications is a party or any order statute or decree any order, rule or regulation of any court or government instrumentality governmental agency or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or body by which any Company or its property either of the Companies is bound. , (dvii) As of the date of this Agreement, except for the Existing Events of Default, no Event of Default Indenture has occurred or is continuing under this Agreement or any other Transaction Document. (e) The Agent’s and the Lender’s security interests in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations been qualified under the Transaction Documents Trust Indenture Act of 1939, as amended; and no tax or judgment liens are currently on record against any Company. (fviii) Except with respect Verizon Global Funding is not required to register as an investment company pursuant to the Existing Events Investment Company Act of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreement1940. (g) The recitals in this Agreement are true and correct.