AGREEMENT
This Agreement ("this Agreement") is made and entered into on this the 25th
day of November, 1997 by and among Integrity Life Insurance Company (the
"Insurer"), Bayerische Landesbank Girozentrale, New York Branch ("BLB") and
BRAVO Trust Series 1997-1 (the "Trust").
WHEREAS, the Trust was established under the laws of the State of Delaware
pursuant to a Declaration of Trust and Trust Agreement dated as of the date
hereof (the "Trust Agreement"), between The Bank of New York, a New York banking
corporation, as trustee, and the holders of the BRAVO Trust Series 1997-1
Floating Rate Class A Trust Certificates (the "Class A Trust Certificates) and
the BRAVO Trust Series 1997-1 Class B Trust Certificates (the "Class B Trust
Certificates" and together with the Class A Trust Certificates, the "Trust
Certificates"); and
WHEREAS, BLB is acting as Trust's Agent for the Trust; and
WHEREAS, the Insurer has agreed to issue a separate account group annuity
contract (the "Funding Agreement") to the Trust dated as of the date hereof; and
WHEREAS, the Insurer, BLB, the Trust and Firm Trust National Association
have agreed to enter into a Custody Agreement (the "Custody Agreement") dated as
of the date hereof in connection with the issuance of the Funding Agreement;
WHEREAS, the Insurer, BLB and the Trust have agreed to enter into a Standby
Trust Certificate Purchase Agreement (the "Standby Agreement") dated as of the
date hereof in connection with the issuance of the Funding Agreement;
NOW, THEREFORE, in consideration of the premises and mutual promises set
forth herein, the parties agree as follows:
Section 1. ISSUANCE OF FUNDING AGREEMENT. The Insurer shall issue the
Funding Agreement upon receipt of the Initial Contribution (as defined in the
Funding Agreement).
Section 2. EXECUTION OF THE CUSTODY AGREEMENT. Concurrent with the
execution of this Agreement, the Insurer, BLB and the Trust shall execute the
Custody Agreement.
Section 3. EXECUTION OF THE STANDBY AGREEMENT. Concurrent with the
execution of this Agreement, the Insurer, BLB and the Trust shall execute the
Standby Agreement.
Section 4. REPRESENTATIONS AND WARRANTIES.
(a) REPRESENTATIONS AND WARRANTIES BY BLB. BLB represents and warrants to
the Insurer as of the date hereof and agrees with the Insurer as follows:
(1) OFFERING CIRCULAR. Except with respect to the descriptions
contained therein of the Insurer, the Insurer's parent, ARM Financed Group
("ARM"), and the Remarketing Agent (as defined in the Standby Agreement),
the Funding Agreement and the Custody Agreement (as to which the Insurer is
making representations and warranties herein) the Offering Circular (as
defined in the Trust Agreement) does not contain any untrue statement of a
material fact, or omit therefrom a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading.
(2) GOOD STANDING OF BLB. BLB has been duly organized as a branch of
Bayerische Landesbank Girozentrale and is in good standing under the laws
of the United States and has corporate power and authority to own, lease
and operate its properties and to conduct its business as it currently
conducts and to enter into and perform its obligations under this
Agreement, the Custody Agreement and the Standby Agreement.
(3) AUTHORIZATION OF THIS AGREEMENT. This Agreement has been duly
authorized, executed and delivered by BLB and, assuming due authorization,
execution and delivery by the other parties hereto, constitutes a valid and
binding agreement of BLB, enforceable against BLB in accordance with its
terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency (including, without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium or other similar laws relating to or
affecting enforcement of creditors' rights generally, or by general
principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law).
(4) AUTHORIZATION OF THE CUSTODY AGREEMENT AND STANDBY AGREEMENT. The
Custody Agreement and the Standby Agreement have been duly authorized,
executed and delivered by BLB, and assuming due authorization, execution
and delivery by the other parties thereto, will constitute valid and
binding obligations of BLB, enforceable against BLB in accordance with
their terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency (including, without
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limitation, all laws relating to fraudulent transfers) reorganization,
moratorium or other similar laws relating to or affecting enforcement of
creditors' rights generally, or by general principles of equity (regardless
of whether enforcement is considered in a proceeding in equity or at law).
(5) ABSENCE OF PROCEEDINGS. There is no action, suit, proceeding,
inquiry or investigation before or by any court or governmental agency or
body, domestic or foreign, now pending, or, to the knowledge of BLB,
threatened, against or affecting BLB which might reasonably be expected to
result in a material adverse change ("Material Adverse Effect") in the
condition, financial or otherwise, of BLB, or which might reasonably be
expected to materially and adversely affect the properties or assets of BLB
or the issuance and sale of the Trust Certificates or the consummation of
this Agreement or the performance by BLB of its obligations hereunder,
under the Funding Agreement, the Custody Agreement or the Standby
Agreement.
(6) ABSENCE OF FURTHER REQUIREMENTS. No filing with, or
authorization, approval, consent, license, order, registration,
qualification or decree of, any court or governmental authority or agency
is necessary or required for the performance by BLB of any obligations
hereunder, in connection with the offering, issuance or sale of the Trust
Certificates or by the consummation of the transactions contemplated by
this Agreement, the Trust Agreement, the Funding Agreement, the Custody
Agreement and the Standby Agreement.
(b) REPRESENTATIONS AND WARRANTIES BY THE TRUST. The Trust (and not the
Trustee) represents and warrants to the Insurer as of the date hereof and agrees
with the Insurer as follows:
(1) VALIDITY OF THE TRUST. The Trust has been duly organized and is
validly existing as a statutory business trust in good standing under the
laws of the State of Delaware and has the trust power and authority to own
properties and to conducts its business.
(2) AUTHORIZATION OF THIS AGREEMENT. This Agreement has been duly
authorized, executed and delivered by the Trust and, assuming the due
authorization, execution and delivery by the other parties hereto,
constitutes a valid and binding agreement of the Trust, enforceable against
the Trust in accordance with its terms, except as the enforcement thereof
may be limited by a bankruptcy, insolvency (including, without limitation,
all laws relating to fraudulent transfers), reorganization, moratorium or
other similar laws relating to or affecting enforcement of
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creditors' rights generally, or by general principles of equity (regardless
of whether enforcement is considered in a proceeding in equity or at law).
(3) AUTHORIZATION OF THE TRUST AGREEMENT. The Trust Agreement has been
duly authorized, executed and delivered by the Trustee on behalf of the
Trust and constitutes a valid and binding agreement of the Trust,
enforceable against the Trust in accordance with its terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency (including,
without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or other similar laws relating to or affecting
enforcement of creditors' rights generally, or by general principles of
equity (regardless of whether enforcement is considered in a proceeding in
equity or at law).
(4) AUTHORIZATION OF THE TRUST CERTIFICATES. The Trust Certificates
have been duly authorized and executed by the Trustee on behalf of the
Trust and, when delivered against payment of the purchase price therefor,
will constitute valid and binding obligations of the Trust, enforceable
against the Trust in accordance with their terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency, (including, without
limitation, all laws relating to fraudulent transfers), reorganization,
moratorium or other similar laws relating to or affecting enforcement of
creditors' rights generally, or by general principles of equity (regardless
of whether enforcement is considered in a proceeding in equity or at law).
(5) AUTHORIZATION OF THE CUSTODY AGREEMENT AND STANDBY AGREEMENT. The
Custody Agreement and the Standby Agreement have been duly authorized,
executed and delivered by the Trust and, assuming due authorization,
execution and delivery by the other parties thereto, will constitute valid
and binding obligations of the Trust, enforceable against the Trust in
accordance with their terms, except as the enforcement thereof may be
limited by bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfers) reorganization, moratorium or other
similar laws relating to or affecting enforcement of creditors' rights
generally, or by general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law).
(6) ABSENCE OF PROCEEDINGS. There is no action, suit, proceeding,
inquiry or investigation before or by any court or governmental agency or
body, domestic or foreign, now pending, or, to the knowledge of the Trust,
threatened, against or affecting the Trust which might reasonably be
expected to result in a Material Adverse Effect in the
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condition, financial or otherwise, of the Trust, or which might reasonably
be expected to materially and adversely affect the properties or assets of
the Trust or the issuance and sale of the Trust Certificates or the
consummation of this Agreement or the performance by the Trust of its
obligations hereunder, under the Funding Agreement, the Custody Agreement
or the Standby Agreement.
(7) ABSENCE OF FURTHER REQUIREMENTS. No filing with, or
authorization, approval, consent, license, order, registration,
qualification or decree of, any court or governmental authority or agency
is necessary or required for the performance by the Trust of any
obligations hereunder, in connection with the offering, issuance or sale of
the Trust Certificates or the consummation of the transactions contemplated
by this Agreement, the Trust Agreement, the Funding Agreement, the Custody
Agreement and the Standby Agreement.
(c) REPRESENTATIONS AND WARRANTIES BY THE INSURER. The Insurer represents
and warrants to BLB and the Trust as of the date hereof, and agrees with BLB and
the Trust as follow:
(1) GOOD STANDING OF INSURER. The Insurer has been duly organized and
is validly existing as a corporation in good standing under the laws of the
State of Ohio and has corporate power and authority to own, lease and
operate its properties and to conduct its business as it currently conducts
and to enter into and perform its obligations under this Agreement, the
Funding Agreement, the Custody Agreement and the Standby Agreement.
(2) AUTHORIZATION OF THIS AGREEMENT. This Agreement has been duly
authorized, executed and delivered by the Insurer and, assuming due
authorization, execution and delivery by BLB, constitutes a valid and
binding agreement of the Insurer, enforceable against the Insurer in
accordance with its terms, except as the enforcement thereof may be limited
by bankruptcy, insolvency (including, without limitation, all laws relating
to fraudulent transfers), reorganization, moratorium or other similar laws
relating to or affecting enforcement of creditors' rights generally, or by
general principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law).
(3) AUTHORIZATION OF THE FUNDING AGREEMENT. The Funding Agreement has
been duly authorized, executed and delivered by the Insurer and constitutes
a valid and binding agreement of the Insurer, enforceable against the
Insurer in accordance with its terms, except as the enforcement thereof may
be limited by insolvency (including, without limitation,
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all laws relating to fraudulent transfers), reorganization, moratorium or
other similar laws relating to or affecting enforcement of creditors'
rights generally, or by general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law).
(4) AUTHORIZATION OF THE CUSTODY AGREEMENT AND THE STANDBY AGREEMENT.
The Custody Agreement and the Standby Agreement have been duly authorized,
executed and delivered by the Insurer and, assuming due authorization,
execution and delivery by the other parties thereto, will constitute valid
and binding obligations of the Insurer, enforceable against the Insurer in
accordance with their terms, except as the enforcement thereof may be
limited by insolvency (including, without limitation, all laws relating to
fraudulent transfers) reorganization, moratorium or other similar laws
relating to or affecting enforcement of creditors' rights generally, or by
general principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law).
(5) ABSENCE OF PROCEEDINGS. There is no action, suit, proceeding,
inquiry or investigation before or by any court or governmental agency or
body, domestic or foreign, now pending, or, to the knowledge of the
insurer, threatened, against or affecting the Insurer which might
reasonably be expected to result in a Material Adverse Effect with respect
to the Insurer, or which might reasonably be expected to materially and
adversely affect the properties or assets of the Insurer or the
consummation of this Agreement or the performance by the Insurer of its
obligations hereunder, under the Funding Agreement, the Custody Agreement
or the Standby Agreement.
(6) ABSENCE OF FURTHER REQUIREMENTS. No filing with, or authorization,
approval, consent, license, order, registration, qualification or decree
of, any court or governmental authority or agency is necessary or required
for the performance by the Insurer of its obligations hereunder, under the
Funding Agreement, the Custody Agreement or the Standby Agreement, or the
consummation of the transactions contemplated hereby or thereby.
(7) OFFERING CIRCULAR. The descriptions in the Offering Circular of
the Insurer, ARM, the Funding Agreement and the Custody Agreement do not
contain any untrue statement of a material fact, or omit therefrom a
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.
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Section 5. COVENANTS.
(a) CONFIDENTIAL INFORMATION. BLB has requested certain non-public
information regarding the Insurer in connection with this Agreement and the
transactions contemplated hereby. BLB agrees to treat confidentially as set
forth below such information and other non-public information that the
Insurer furnishes to BLB, whether furnished before or after the date of this
Agreement (collectively, the "Confidential Material").
BLB agrees not to use any of the Confidential Material in any way for
any purpose other than in connection with the purposes for which such material
has been provided to BLB and that such information will be kept confidential by
BLB; provided, however, that any of such information may be disclosed to such of
BLB's directors, officers, employees, representatives and to other persons
(collectively, the "Agents") who need to know such information in connection
with the transactions contemplated by this Agreement (it being understood that
such Agents shall by informed by BLB of the confidential nature of such
information, shall be directed by BLB to treat such information confidentially
and shall be informed that by receiving such information they are agreeing to be
bound by this Agreement).
The term "Confidential Material" does not include information which
(i) becomes generally available to the public other than as a result of a
disclosure by BLB or the Agents, (ii) was available to BLB on a non-confidential
basis prior to its disclosure to BLB by Integrity or (iii) becomes available to
BLB on a non-confidential basis from a source other than Integrity, provided
that such source is not know to BLB to be bound by a confidentiality agreement
with Integrity.
(b) PUBLIC ANNOUNCEMENTS. Neither the Insurer, BLB nor the Trust (nor their
respective subsidiaries and affiliates) shall engage in, encourage, or support
any publicity or disclosure of any kind or form in connection with this
Agreement or the transactions contemplated hereby unless Insurer and BLB shall
consult in good faith in advance on the form, timing and contents of any such
publicity, announcement or disclosure whether to the financial community,
governmental agencies, the public generally or otherwise.
(c) NO PETITION COVENANT. Notwithstanding any prior termination of this
Agreement, neither the Insurer nor BLB, shall, prior to the date which is one
year and one day after the termination of this Agreement, acquiesce, petition or
otherwise invoke or cause the Trust to invoke the process of any court or
governmental authority for the purpose of commencing or sustaining a case
against the Trust under any federal or state bankruptcy, insolvency or similar
law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other
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similar official of the Trust or any substantial part of its property, or making
a general assignment for the benefit of creditors, or ordering the winding up or
liquidation of the affairs of the Trust.
(d) The Insurer agrees to not issue any additional insurance policies,
annuities, or other contracts supported by or identified with either the
Separate Account or the Supporting Separate Account (as defined in the Funding
Agreement) until all of the Insurer's obligations under the Funding Agreement
have been satisfied in full.
(e) The Insurer agrees to prompt notify BLB and the Trust in the event that
a Material Adverse Effect shall occur with respect to the Insurer.
(f) BLB agrees that in its role as Market Agent (as defined in the Offering
Circular) in connection with the Trust, that it will always extend the Maturity
Date (as defined in the Trust Agreement) of the Class A Trust Certificates as
long as the Insurer continues to make payments under the Funding Agreement and
the Funding Agreement remains in place. In the event that BLB fails to extend
the Maturity Date of the Class A Trust Certificates, then BLB shall be obligated
to pay Integrity any and all loss of profits in connection with the Funding
Agreement. BLB's basis of profits payment to Integrity shall be a minimum of
$2,500,000.
Section 6. PAYMENT OF EXPENSES.
(a) GENERAL. Except as otherwise set forth below in this Section 6, in
Section 7, in the Funding Agreement or in the Standby Agreement, each party
shall bear its own expenses incident to the performance of its obligations under
this Agreement, the Funding Agreement, the Custody Agreement and the Standby
Agreement. The parties agree that except as referenced in Section 6(b) below, in
the Funding Agreement or in the Standby Agreement (including without limitation,
the Facility Fees referred to therein), the sole expenses of the Insurer are the
fees and disbursements of LeBoeuf, Lamb, Xxxxxx & XxxXxx, LLP and of Xxxxxxx &
Xxxxxx.
(b) RATING AGENCIES. The Insurer shall pay the fees of Standard & Poor's
Ratings Services and Xxxxx'x Investors Service in connection with the initial
and all subsequent ratings of the Class A Trust Certificates by such rating
agencies.
Section 7. INDEMNIFICATION.
(a) INDEMNIFICATION OF INSURER. BLB shall indemnify and hold harmless the
Insurer and each person, if any, who controls
8
the Insurer within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act as follows:
(1) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue or incorrect
representations or warranty of BLB contained in this Agreement or any
failure of BLB to fulfill any of its covenants contained herein, in the
Custody Agreement or in the Standby Agreement; and
(2) against any and all expense whatsoever (including the reasonable
fees and disbursements of counsel chosen by the Insurer) reasonably
incurred in investigating, preparing or defending against any litigation,
or any investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon the foregoing,
to the extent that any such expense is not paid under (1) above.
All payments made by the Trust to indemnify and hold harmless the Insurer
shall be subordinated to the prior payment in full of all amounts then due and
owing on the Class A Trust Certificates.
The Trust (not the Trustee) shall indemnify and hold harmless the
Insurer and each person, if any, who controls the Insurer within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:
(1) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue or incorrect
representations or warranty of the Trust contained in this Agreement or any
failure of the Trust to fulfill any of its covenants contained herein, in
the Custody Agreement or in the Standby Agreement; and
(2) against any and all expense whatsoever (including the reasonable
fees and disbursements of counsel chosen by the Insurer) reasonably
incurred in investigating, preparing or defending against any litigation,
or any investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any of the
foregoing, to the extent that any such expense is not paid under (1) above.
(b) INDEMNIFICATION OF BLB AND THE TRUST. The Insurer shall indemnify and
hold harmless BLB and the Trust and each person, if any, who controls BLB and
the Trust within the meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act as follows:
9
(1) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue or incorrect
representations or warranty of the Insurer contained in this Agreement or
any failure of the Insurer to fulfill any of its covenants contained
herein, in the Funding Agreement, in the Custody Agreement or in the
Standby Agreement;
(2) against any and all expense whatsoever (including reasonable fees
and disbursements of counsel chosen by the BLB and the Trust) reasonably
incurred in investigating, preparing or defending against any litigation,
or any investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any of the
foregoing, to the extent that any such expense is not paid under (1) above.
(c) ACTIONS AGAINST PARTIES; NOTIFICATION. Each indemnified party shall
give notice as promptly as reasonably practicable to the indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. The indemnifying party may participate at its own expense in the
defense of any such action; provided, however, that counsel to the indemnifying
party may also be counsel to the indemnified party unless such representation
creates a potential conflict of interest. In no event shall the indemnifying
party be liable for fees and expenses of more than one counsel (in addition to
any local counsel) separate from its own counsel in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances. No indemnifying
party shall, without the prior written consent of the indemnified party, settle
or compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification could be sought under this Section 7 (whether or not the
indemnified parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an unconditional release of each
indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of the
indemnified party.
Section 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE. All
representations, warranties and agreements
10
contained in this Agreement shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of the Insurer or by or on
behalf of BLB, and shall survive the issuance of the Funding Agreement. Each
signatory hereto acknowledges and agrees that the representations, warranties
and agreements contained in this Agreement are being made by the Trust and not
the Trustee and that recourse shall not be made against the Trustee in its
individual capacity.
Section 9. NOTICES. All notices and other communications hereunder shall be
in writing and shall be deemed to have been duly given if mailed or transmitted
by any standard form of telecommunication. Notices to the Insurer shall be
directed to Integrity Life Insurance Company at 000 X. Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx 00000, attention of General Counsel (Fax: (000) 000-0000);
notices to BLB shall be directed to Bayerische Landesbank Girozentrale, New York
Branch, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention General
Counsel (Fax: (000) 000-0000); notices to the Trust shall be directed to the
Trust x/x Xxx Xxxx xx Xxx Xxxx, 000 Xxxxxxx Xxxxxx, 00X, Xxx Xxxx, Xxx Xxxx,
00000, attention: Corporate Trust Administration Asset Backed Finance Unit,
(Fax: (000) 000-0000), or such other address as may be designated in writing and
delivered to the other parties hereto.
Section 10. PARTIES. This Agreement shall inure to the benefit of and be
binding upon the Insurer and BLB and their respective successors. Nothing
expressed or mentioned in this Agreement is intended or shall be construed to
give any person, firm or corporation, other than the Insurer and BLB and their
respective successors and the controlling persons and officers and directors
referred to in Section 7 and their heirs and legal representatives, any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
provision herein contained. This Agreement and all conditions and provisions
hereof are intended to be for the sole and exclusive benefit of the Insurer and
BLB and their respective successors, and said controlling persons and officers
and directors and their heirs and legal representatives, and for the benefit of
no other person, firm or corporation.
Section 11. AMENDMENTS OF THIS AGREEMENT. This Agreement may be amended
only by the mutual agreement of the parties hereto represented in a written
instrument.
Section 12. GOVERNING LAW; JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 13. COUNTERPARTS. This Agreement may be executed in counterparts,
each of which taken together shall constitute one instrument.
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Section 14. EFFECT OF HEADINGS. The Article and Section headings herein are
for convenience only and shall not affect the construction hereof.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first written above.
INTEGRITY LIFE INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
BAYERISCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH
By: /s/ Xxxx xxx Xxxxxxxxxxx
----------------------------------
Xxxx xxx Xxxxxxxxxxx
Executive Vice President
and Manager
By: /s/ Xxx Xxxxxxxxx
----------------------------------
Xxx Xxxxxxxxx
First Vice President and
Treasury Manager
BRAVO TRUST SERIES 1997-1
By: The Bank of New York,
Trustee
By: /s/ Xxxxxx X. Laser
----------------------------------
Name: Xxxxxx X. Laser
Title: Assistant Vice President
