TENTH AMENDMENT TO THE PARTICIPATION AGREEMENT This Amendment, dated as of March 6, 2017, amends the Participation Agreement (the "Agreement") dated the 1st day of October, 1999, by and among BRIGHTHOUSE LIFE INSURANCE COMPANY (fka MetLife Insurance...The Participation Agreement • April 25th, 2018 • Brighthouse Separate Account Eleven for Variable Annuities
Contract Type FiledApril 25th, 2018 Company
AMENDMENT TO THE PARTICIPATION AGREEMENT AMONG PROTECTIVE LIFE INSURANCE COMPANY, GOLDMAN SACHS VARIABLE INSURNACE TRUST AND GOLDMAN SACHS & CO. LLCThe Participation Agreement • April 25th, 2023 • Protective Variable Life Separate Account
Contract Type FiledApril 25th, 2023 CompanyTHIS AMENDMENT TO THE PARTICIPATION AGREEMENT (the “Amendment”) is made as of this 15th day of December, 2022 by and between GOLDMAN SACHS VARIABLE INSURANCE TRUST, a statutory trust formed under the laws of Delaware (the “Trust”), Goldman Sachs & Co. LLC, a New York limited liability company (the “Distributor”), and PROTECTIVE LIFE INSURANCE COMPANY, a Tennessee life insurance company (the “Company”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).
AMENDMENT NO. 2 TO THE PARTICIPATION AGREEMENT This Amendment to the Participation Agreement ("Agreement") by and among MetLife Insurance Company of Connecticut ("Company"), on behalf of itself and certain of its separate accounts, Wells Fargo Funds...The Participation Agreement • April 3rd, 2013 • Metlife of Ct Separate Account Eleven for Variable Annuities
Contract Type FiledApril 3rd, 2013 Company
AMENDMENT TO THE PARTICIPATION AGREEMENT AMONG PROTECTIVE LIFE INSURANCE COMPANY, GOLDMAN SACHS VARIABLE INSURNACE TRUST AND GOLDMAN SACHS & CO. LLCThe Participation Agreement • July 19th, 2024 • Protective Variable Annuity Separate Account
Contract Type FiledJuly 19th, 2024 CompanyTHIS AMENDMENT TO THE PARTICIPATION AGREEMENT (the “Amendment”) is made as of this 23rd day of April, 2024 by and between GOLDMAN SACHS VARIABLE INSURANCE TRUST, a statutory trust formed under the laws of Delaware (the “Trust”), Goldman Sachs & Co. LLC, a New York limited liability company (the “Distributor”), and PROTECTIVE LIFE INSURANCE COMPANY, a Tennessee life insurance company (the “Company”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).
FIRST AMENDMENT TO THE PARTICIPATION AGREEMENTThe Participation Agreement • April 17th, 2015 • Futurefunds Series Account of Great West Life & Ann Ins Co
Contract Type FiledApril 17th, 2015 CompanyTHIS FIRST AMENDMENT (the "Amendment") to the Participation Agreement is made as of this 27th day of July, 2012, by and between Great-West Life & Annuity Insurance Company, Inc. ("GWLA"), First Great-West Life & Annuity Insurance Company, Inc. ("FGWLA" and with GWLA, "You" or "Your") and Legg Mason Investor Services, LLC (the "Distributor" or "Us") (each a "Party" and collectively the "Parties").
AMENDMENT NO. 2 TO THE PARTICIPATION AGREEMENTThe Participation Agreement • April 17th, 2020 • Pacific Select Exec Separate Account of Pacific Life & Annui
Contract Type FiledApril 17th, 2020 CompanyTHIS AMENDMENT TO THE PARTICIPATION AGREEMENT (“Amendment”) is effective as of May 1, 2019 between Pacific Life Insurance Company (“Company”), T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series, Inc. and T. Rowe Price International Series, Inc. (each, a “Fund” and collectively, “the “Funds”) and T. Rowe Price Investment Services, Inc. (“Underwriter”).
AMENDMENT TO THE PARTICIPATION AGREEMENTThe Participation Agreement • April 14th, 2003 • Security Life Separate Account L1
Contract Type FiledApril 14th, 2003 CompanyThis Agreement is made by and among Security Life of Denver Insurance Company ("Company"), M Fund, Inc. ("Fund") and M Financial Investment Advisers, Inc. ("Adviser") (collectively, the "Parties").
AMENDMENT TO THE PARTICIPATION AGREEMENT AND AMENDMENT TO THE MARKETING AND ADMINISTRATIVE SERVICES AGREEMENTThe Participation Agreement • April 9th, 2015 • Jefferson National Life of New York Annuity Account 1
Contract Type FiledApril 9th, 2015 CompanyThis Amendment is made and entered into this 10th day of November, 2014 (the “Amendment”), by and among Jefferson National Life Insurance Company (“Jefferson Life”), Jefferson National Life Insurance Company of New York (“Jefferson Life of NY”), Putnam Retail Management Limited Partnership (“PRM”) and Putnam Variable Trust (“PVT”). Jefferson Life, Jefferson Life of NY, PRM, and PVT are referred to collectively herein as the “Parties.”
AMENDMENT TO THE PARTICIPATION AGREEMENT AMONG PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY, GOLDMAN SACHS VARIABLE INSURNACE TRUST AND GOLDMAN SACHS & CO. LLCThe Participation Agreement • April 16th, 2021 • PLAIC Variable Annuity Account S
Contract Type FiledApril 16th, 2021 CompanyTHIS THIRD AMENDMENT TO THE PARTICIPATION AGREEMENT (the “Amendment”) is made as of this 12th day of April, 2021 by and between GOLDMAN SACHS VARIABLE INSURANCE TRUST, a statutory trust formed under the laws of Delaware (the “Trust”), Goldman Sachs & Co. LLC, a New York limited liability company (the “Distributor”), and PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY, an Alabama life insurance company (the “Company”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).
THIRD AMENDMENT TO THE PARTICIPATION AGREEMENTThe Participation Agreement • April 25th, 2016 • CMFG Variable Annuity Account
Contract Type FiledApril 25th, 2016 CompanyThis THIRD AMENDMENT TO THE PARTICIPATION AGREEMENT dated as of October 1, 2008, by and among VANGUARD VARIABLE INSURANCE FUND, THE VANGUARD GROUP, INC., VANGUARD MARKETING CORPORATION and CUNA MUTUAL LIFE INSURANCE COMPANY.
FIRST AMENDMENT TO THE PARTICIPATION AGREEMENT Genworth Life and Annuity Insurance Company (the "Company") has entered into a Participation Agreement dated January 1, 2006 (the "Agreement"), with FAM Variable Series Funds, Inc. (the "Fund") and FAM...The Participation Agreement • April 23rd, 2008 • Genworth Life & Annuity VA Separate Account 3
Contract Type FiledApril 23rd, 2008 Company
ContractThe Participation Agreement • April 16th, 2009 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co
Contract Type FiledApril 16th, 2009 CompanyReference is made to the Participation Agreement dated September 15, 2000 (together with all amendments thereof and supplements and exhibits thereto, the “Agreement”) by and among ING Life Insurance and Annuity company (formerly Aetna Life Insurance and Annuity Company) (“Service Provider”), MFS Fund Distributors, Inc. (“MFD”) and MFS Service Center, Inc. (“MFSC”). Terms not otherwise defined herein have the definitions ascribed to them in the Agreement. Except as expressly amended hereby, the Agreement shall continue in full force and effect and unamended. This Amendment to the Agreement (the “Amendment”) shall take effect as of June 1, 2008. Service Provider provides, either directly or in conjunction with a recordkeeper or other service provider(s) appointed by one or more qualified employee benefit plans (each, a “Plan”), administrative services including, but not limited to, plan administration, recordkeeping, reporting and communication/educational services (the “Admi
AMENDMENT NO. 3 TO THE PARTICIPATION AGREEMENTThe Participation Agreement • October 5th, 2020 • Separate Account a of Pacific Life & Annuity Co
Contract Type FiledOctober 5th, 2020 CompanyTHIS AMENDMENT TO THE PARTICIPATION AGREEMENT (“Amendment”) is effective as of August 1, 2020 between Pacific Life & Annuity Company (“Company”), T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series, Inc. and T. Rowe Price International Series, Inc. (each, a “Fund” and collectively, “the “Funds”) and T. Rowe Price Investment Services, Inc. (“Underwriter”).
AMENDMENT NO. 1 TO THE PARTICIPATION AGREEMENT Among OPPENHEIMER VARIABLE ACCOUNT FUNDS, OPPENHEIMERFUNDS, INC. and JEFFERSON NATIONAL LIFE INSURANCE COMPANYThe Participation Agreement • April 30th, 2014 • Jefferson National Life Annuity Account G
Contract Type FiledApril 30th, 2014 CompanyTHIS AMENDMENT NO 1. to the PARTICIPATION AGREEMENT (the “Agreement”), dated November 16, 2011, by and among Oppenheimer Variable Account Funds, OppenheimerFunds, Inc., and Jefferson National Life Insurance Company is effective _____________2014
AMENDMENT NO. 2 TO THE PARTICIPATION AGREEMENTThe Participation Agreement • November 24th, 2008 • C M Life Variable Life Separate Account I
Contract Type FiledNovember 24th, 2008 CompanyPursuant to the Participation Agreement, made and entered into as of the 19th day of August, 1999, and as amended on November 16, 2001, by and among MFS® Variable Insurance Trustsm, C.M. Mutual Life Insurance Company, and Massachusetts Financial Services Company, the parties hereby agree to an amended Schedule A as attached hereto.
AMENDMENT NO. 1 TO THE PARTICIPATION AGREEMENTThe Participation Agreement • April 29th, 2016 • National Variable Annuity Account Ii
Contract Type FiledApril 29th, 2016 CompanyTHIS AMENDMENT NO. 1 TO THE PARTICIPATION AGREEMENT (the “Amendment”) is made as of this 7th day of April, 2016 by and between GOLDMAN SACHS VARIABLE INSURANCE TRUST (the “Trust”), GOLDMAN, SACHS & CO (the “Distributor”) and NATIONAL LIFE INSURANCE COMPANY (the “Company”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).
AMENDMENT NO. 1 TO THE PARTICIPATION AGREEMENTThe Participation Agreement • August 18th, 2009 • Select Life Variable Account
Contract Type FiledAugust 18th, 2009 CompanyThis AMENDMENT NO. 1, dated as of April 24, 2009, and effective as of May 1, 2009, to the Participation Agreement dated as of April 25, 2008, (the “Agreement”) is made by and between
AMENDMENT NO. 1 TO THE PARTICIPATION AGREEMENTThe Participation Agreement • October 1st, 2008 • ALAC Separate Account 1
Contract Type FiledOctober 1st, 2008 CompanyThe Participation Agreement, made as of the 13th day of June, 1997 by and among ROYCE CAPITAL FUND, a Delaware business trust, ROYCE & ASSOCIATES, LLC, a Delaware limited liability company, and INDIANAPOLIS LIFE INSURANCE COMPANY (successor in interest to IL Annuity and Insurance Company), a stock life insurance company organized under the laws of Indiana, is hereby amended effective as of June 30, 2003, as follows:
AMENDMENT TO EXHIBIT A OF THE PARTICIPATION AGREEMENTThe Participation Agreement • April 4th, 2018
Contract Type FiledApril 4th, 2018This Amendment (“Amendment”) is made this day of , 20 by and between the New York State Higher Education Services Corporation (“HESC”), with business offices at 99 Washington Avenue, Albany, New York 12255 and
EX 99-B.8.37 --FORM OF-- AMENDMENT NO. 1 TO FUND PARTICIPATION AGREEMENT among Pioneering Services Corporation, Pioneer Funds Distributor, Inc. and Aetna Life Insurance and Annuity CompanyThe Participation Agreement • August 18th, 2003 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co
Contract Type FiledAugust 18th, 2003 CompanyTHIS AMENDMENT TO THE PARTICIPATION AGREEMENT (the "Amendment") is made and entered into as of the 5th day of August 2003, by and among Pioneer Services Corporation (the "Transfer Agent"), Pioneer Funds Distributor, Inc. (the "Distributor"), and ING Life Insurance and Annuity Company f/k/a Aetna Life Insurance and Annuity Company (ING).
AMENDMENT NO. 2 TO THE PARTICIPATION AGREEMENT Among INDIANAPOLIS LIFE INSURANCE COMPANY (Successor in Interest to IL Annuity and Insurance Company), FIRST EAGLE VARIABLE FUNDS, INC. (formerly SoGen Variable Funds, Inc.,) and FIRST EAGLE FUNDS...The Participation Agreement • October 1st, 2008 • ALAC Separate Account 1
Contract Type FiledOctober 1st, 2008 CompanyThe Participation Agreement, dated as of the 1st day of September, 1997 among Indianapolis Life Insurance Company (successor in interest to IL Annuity and Insurance Company), a stock life insurance company organized under the laws of Indiana, on its own behalf and on behalf of each segregated asset account set forth on the attached Schedule A, First Eagle Variable Funds, Inc. (formerly SoGen Variable Funds, Inc.), a corporation organized under the laws of Maryland, and First Eagle Funds Distributors, a division of ASB Securities, LLC. (formerly Societe Generale Securities Corporation), a New York corporation, is hereby amended effective as of June 30, 2003, as follows:
AMENDMENT TO THE PARTICIPATION AGREEMENT DATED MAY 15, 1998 BY AND AMONG OCC ACCUMULATION TRUST, OCC DISTRIBUTORS and THE LINCOLN NATIONAL LIFE INSURANCE COMPANY This is an amendment to the May 15, 1998 Participation Agreement ("Agreement") among OCC...The Participation Agreement • April 20th, 1999 • Lincoln Life Variable Annuity Account N
Contract Type FiledApril 20th, 1999 Company
AMENDMENT TO THE PARTICIPATION AGREEMENT AMONG PROTECTIVE LIFE INSURANCE COMPANY AND FIDELITY DISTRIBUTORS COMPANY LLCThe Participation Agreement • April 20th, 2023 • Protective Variable Annuity Separate Account
Contract Type FiledApril 20th, 2023 CompanyTHIS AMENDMENT TO THE PARTICIPATION AGREEMENT (the “Amendment”) is made as of this 15th day of December 2022 by and between FIDELITY DISTRIBUTORS COMPANY LLC, VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II AND VARIABLE INSURANCE PRODUCTS FUND III VARIABLE INSURANCE PRODUCTS FUND IV, and VARIABLE INSURANCE PRODUCTS FUND V, and PROTECTIVE LIFE INSURANCE COMPANY (the “Company,” and collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).
SECOND AMENDMENT TO THE PARTICIPATION AGREEMENT AMONG PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY, GOLDMAN SACHS VARIABLE INSURNACE TRUST AND GOLDMAN SACHS & CO. LLCThe Participation Agreement • April 16th, 2021 • PLAIC Variable Annuity Account S
Contract Type FiledApril 16th, 2021 CompanyTHIS SECOND AMENDMENT TO THE PARTICIPATION AGREEMENT (the “Amendment”) is made as of this 22nd day of August, 2020 by and between GOLDMAN SACHS VARIABLE INSURANCE TRUST, a statutory trust formed under the laws of Delaware (the “Trust”), Goldman Sachs & Co. LLC, a New York limited liability company (the “Distributor”), and PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY, a Alabama life insurance company (the “Company”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).
AMENDMENT NO. 2 TO THE PARTICIPATION AGREEMENTThe Participation Agreement • April 18th, 2022 • Brighthouse Separate Account A
Contract Type FiledApril 18th, 2022 CompanyThis Amendment No. 2 (the “Amendment”) is effective as of March 1, 2021 and amends the Participation Agreement dated November 17, 2014, as amended (the “Agreement”) among MetLife Insurance Company USA (“Company”), T. Rowe Price Associates, Inc. (the “Adviser”), on behalf of itself and certain T. Rowe Price Funds (the “Series”) and T. Rowe Price Investment Services, Inc. (the “Underwriter”) (collectively, the “Parties”). All capitalized terms used herein and not otherwise defined shall have the meaning described to such terms in the Agreement.
AYCO SERIES TRUSTThe Participation Agreement • December 19th, 2003 • Agl Separate Account Vl-R
Contract Type FiledDecember 19th, 2003 Company
AMENDMENT NO. 1 TO THE PARTICIPATION AGREEMENTThe Participation Agreement • April 6th, 2016 • MEMBERS Horizon Variable Separate Account
Contract Type FiledApril 6th, 2016 CompanyTHIS AMENDMENT NO. 1 TO THE PARTICIPATION AGREEMENT (the “Amendment”) is made as of this 8th day of January, 2016 by and between GOLDMAN SACHS VARIABLE INSURANCE TRUST (the “Trust”), GOLDMAN, SACHS & CO (the “Distributor”) and MEMBERS LIFE INSURANCE COMPANY (the “Company”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).
SECOND AMENDMENT TO THE PARTICIPATION AGREEMENT Reference is made to the Participation Agreement dated September 15, 2000 (together with all amendments thereof and supplements and exhibits thereto, the “Agreement”) by and among ING Life Insurance and...The Participation Agreement • April 9th, 2014 • Variable Annuity Acct C of Ing Life Insurance & Annuity Co
Contract Type FiledApril 9th, 2014 Company
AMENDMENT TO THE PARTICIPATION AGREEMENT AMONG PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY AND FIDELITY DISTRIBUTORS COMPANY LLCThe Participation Agreement • April 18th, 2022 • PLAIC Variable Annuity Account S
Contract Type FiledApril 18th, 2022 CompanyTHIS AMENDMENT TO THE PARTICIPATION AGREEMENT (the “Amendment”) is made as of this 10th day of March, 2022 by and between FIDELITY DISTRIBUTORS COMPANY LLC, VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II AND VARIABLE INSURANCE PRODUCTS FUND III VARIABLE INSURANCE PRODUCTS FUND IV, and VARIABLE INSURANCE PRODUCTS FUND V, and PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY (the “Company,” and collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).
AMENDMENT NUMBER 1 TO THE PARTICIPATION AGREEMENT AMONG DELAWARE LIFE INSURANCE COMPANY, DELAWARE LIFE INSURANCE COMPANY OF NEW YORK, GOLDMAN SACHS VARIABLE INSURANCE TRUST AND GOLDMAN SACHS & CO. LLC.The Participation Agreement • December 10th, 2020 • Delaware Life Variable Account F
Contract Type FiledDecember 10th, 2020 CompanyTHIS AMENDMENT NUMBER 1 (the “Amendment”) to THE AMENDED AND RESTATED PARTICIPATION AGREEMENT made the 27th day of September, 2018, by and among GOLDMAN SACHS VARIABLE INSURANCE TRUST, a statutory trust formed under the laws of Delaware (the “Trust”), GOLDMAN, SACHS & CO. LLC, a New York limited partnership (the “Distributor”), and DELAWARE LIFE INSURANCE COMPANY, a Delaware corporation, and DELAWARE LIFE INSURANCE COMPANY OF New York, a New York corporation (collectively, the “Company”), on its own behalf and on behalf of each separate account of the Company identified herein (the “Participation Agreement”) is effective as of August 21, 2020.
AMENDMENT TO THE PARTICIPATION AGREEMENT AMONG PROTECTIVE LIFE INSURANCE COMPANY AND FIDELITY DISTRIBUTORS COMPANY LLCThe Participation Agreement • November 30th, 2021 • Protective Variable Annuity Separate Account
Contract Type FiledNovember 30th, 2021 CompanyTHIS AMENDMENT TO THE PARTICIPATION AGREEMENT (the “Amendment”) is made as of this 11th day of October, 2021 by and between FIDELITY DISTRIBUTORS COMPANY LLC, VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II AND VARIABLE INSURANCE PRODUCTS FUND III VARIABLE INSURANCE PRODUCTS FUND IV, and VARIABLE INSURANCE PRODUCTS FUND V, and PROTECTIVE LIFE INSURANCE COMPANY (the “Company,” and collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).
AMENDMENT NO. 2 TO THE PARTICIPATION AGREEMENTThe Participation Agreement • July 31st, 2019 • Pacific Select Exec Separate Acct Pacific Life Ins
Contract Type FiledJuly 31st, 2019 CompanyTHIS AMENDMENT TO THE PARTICIPATION AGREEMENT (“Amendment”) is effective as of May 1, 2019 between Pacific Life Insurance Company (“Company”), T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series, Inc. and T. Rowe Price International Series, Inc. (each, a “Fund” and collectively, “the “Funds”) and T. Rowe Price Investment Services, Inc. (“Underwriter”).
AMENDMENT NO. 3 TO THE PARTICIPATION AGREEMENT Among AVIVA LIFE AND ANNUITY COMPANY (Successor in Interest to Indianapolis Life Insurance Company), FIRST EAGLE VARIABLE FUNDS (formerly SoGen Variable Funds, Inc.,) and FIRST EAGLE FUNDS DISTRIBUTORS, A...The Participation Agreement • October 1st, 2008 • ALAC Separate Account 1
Contract Type FiledOctober 1st, 2008 CompanyThe Participation Agreement, dated as of the 1st day of September, 1997 among IL Annuity and Insurance Company, a Massachusetts insurance company, on its own behalf and on behalf of each segregated asset account set forth on the attached Schedule A, First Eagle Variable Funds, Inc., a corporation organized under the laws of Maryland, and Societe Generale Securities Corporation, a New York corporation, is hereby further amended effective as of October 1, 2008:
PARTICIPATION AGREEMENT Among Security Benefit Life Insurance Company, RS Investment Trust, on behalf of its, RS Partners Fund series only andThe Participation Agreement • April 28th, 2017 • SBL Variable Annuity Account Xiv • New York
Contract Type FiledApril 28th, 2017 Company JurisdictionTHIS AGREEMENT, dated as of the 1st day of July, 2003, by and among Security Benefit Life Insurance Company, (the “Company”), a stock life insurance company organized under the laws of the State of Kansas, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto, as may be amended from time to time (each an “Account”), RS Investment Trust (the “Trust”) on behalf of its RS Partners Fund series (the “Fund”) only, and RS Investment Management, L.P. (the “Adviser”), a California partnership.
AMENDMENT TO THE PARTICIPATION AGREEMENTThe Participation Agreement • March 30th, 2012 • BG Medicine, Inc. • Services-medical laboratories
Contract Type FiledMarch 30th, 2012 Company IndustryTHIS AMENDMENT TO THE PARTICIPATION AGREEMENT (this “Amendment”) is entered into as of the 5th day of January, 2011 (“Amendment Effective Date”) by and between BG Medicine, Inc., a corporation having offices at 610N Lincoln Street, Waltham Massachusetts 02451 (“BGM”) and Takeda Pharmaceutical Company Limited having offices at 1-1 Doshomachi 4-Chome, Chuo-ku, Osaka 540 8645, Japan (“Participant”) and amends that certain PARTICIPATION AGREEMENT between BGM and Participant, dated March 31, 2008, (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings given them in the Agreement.