Common use of Investment Assets Clause in Contracts

Investment Assets. (a) Seller has made available to Buyer a complete and correct list of all investment assets owned by, or held in trust for the benefit of, PLICMI, including bonds, notes, debentures, mortgage loans, collateral loans and all other instruments of indebtedness, stocks, partnership or joint venture interests and all other equity interests, certificates issued by or interests in trusts and derivatives as of May 31, 2019 (“Investment Assets”). PLICMI, or a trustee acting on PLICMI’s behalf, has valid title to all Investment Assets, free and clear of any Liens other than Permitted Liens. Except as would not, individually or in the aggregate, reasonably be likely to be material to the Acquired Companies, (i) each of the Investment Assets complied in all respects with applicable Law and the investment policies and guidelines as in effect at the time such Investment Asset was acquired by PLICMI (the “Investment Guidelines”) and (ii) PLICMI has good and marketable title in and to all of the Investment Assets it purports to own, free and clear of all Liens, other than Permitted Liens. Except as would not, individually or in the aggregate, reasonably be likely to be material to the Acquired Companies, (A) no Acquired Company has any funding obligations of any kind, or material obligation to make any additional advances or investments (including relating to any currency or interest rate swap, hedge or similar arrangement) in respect of, any of the Investment Assets and (B) there are no outstanding commitments, options, put agreements or other arrangements relating to the Investment Assets to which any Acquired Company may be subject upon or after the Closing. As of the date hereof, none of the Investment Assets are subject to any Liability to fund any capital calls or capital commitments or similar obligations. Seller has made available to Buyer true and correct copies of the Investment Guidelines with respect to the Business as of the date hereof. Except as set forth in Section 5.17(a) of the Seller Disclosure Schedule, no changes have been made to such Investment Guidelines from January 1, 2018 to the date hereof.

Investment Assets. The Company shall, or shall cause its applicable Subsidiaries to, deliver to Parent, within fifteen (15) business days following the end of each calendar month starting in March 2023, a summary report of (a) Seller all Investment Assets (other than real estate) owned by the Company or any of its Subsidiaries as of such month end, and if available, the market value thereof as of such month end, (b) all Investment Assets that are real estate owned by the Company or any of its Subsidiaries as of such month end and the carrying values thereof as of such month end as determined on a basis consistent with the Company’s current practices with respect to its real estate (and, if there has made available been any third party appraisal or report completed and delivered to Buyer a complete the Company during such month that speaks to the value of any particular real estate property, such information will be included in the report for that month), (c) all Investment Assets sold or otherwise disposed of during the preceding month, (d) all Investment Assets purchased by the Company or any of its Subsidiaries during the preceding month and correct list (e) all Investment Assets that are in arrears or breach or default in the payment of all investment assets owned byprincipal or interest or dividends or are, or held should be, classified as non-performing, non-accrual, ninety (90) days past due, still accruing and doubtful of collection, in trust for the benefit of, PLICMI, including bonds, notes, debentures, mortgage loans, collateral loans and all other instruments of indebtedness, stocks, partnership foreclosure or joint venture interests and all other equity interests, certificates issued by or interests in trusts and derivatives as of May 31, 2019 (“Investment Assets”). PLICMIany comparable classification, or a trustee acting on PLICMI’s behalf, has valid title to all Investment Assets, free and clear of any Liens other than Permitted Liens. Except as would not, individually or in the aggregate, reasonably be likely to be material to the Acquired Companies, (i) each of the Investment Assets complied in all respects with applicable Law and the investment policies and guidelines as in effect at the time such Investment Asset was acquired by PLICMI (the “Investment Guidelines”) and (ii) PLICMI has good and marketable title in and to all of the Investment Assets it purports to own, free and clear of all Liens, other than Permitted Liens. Except as would not, individually or in the aggregate, reasonably be likely to be material to the Acquired Companies, (A) no Acquired Company has any funding obligations of any kind, or material obligation to make any additional advances or investments (including relating are permanently impaired to any currency or interest rate swapextent; provided, hedge or similar arrangement) in however, that such monthly summary report shall not include a current expected credit losses analysis with respect of, to any of the Investment Assets; provided, further, that a summary current expected credit losses analysis on the applicable Investment Assets will be delivered by the Company (or its applicable Subsidiaries) to Parent within fifteen (15) business days following the end of each fiscal quarter. From and (B) there are no outstanding commitmentsafter the date hereof until the Closing, optionssubject to applicable Law, put agreements or other arrangements relating to the Company shall cause the applicable employees having primary responsibility for Investment Assets to which any Acquired Company may be subject upon or after the Closing. As reasonably consult with Representatives of the date hereofParent as reasonably requested in writing, none of the Investment Assets are subject not to any Liability to fund any capital calls or capital commitments or similar obligations. Seller has made available to Buyer true and correct copies of the Investment Guidelines exceed once per month, with respect to such matters, including future planned or potential sales and purchases of Investment Assets and the Business as treatment of the date hereof. Except as set forth in Section 5.17(a) of the Seller Disclosure Schedule, no changes have been made to such any impaired or potentially impaired Investment Guidelines from January 1, 2018 to the date hereofAssets.

Investment Assets. The Company shall, or shall cause its applicable Subsidiaries to, deliver to Parent, within 15 Business Days following the end of each calendar month, a summary report of (a) Seller all Investment Assets (other than real estate and Real Estate Joint Ventures) owned by the Company or any of its Subsidiaries as of such month end, and if available, the market value thereof as of such month end, (b) all Investment Assets that are real estate and Real Estate Joint Ventures owned by the Company or any of its Subsidiaries as of such month end and the carrying values thereof as of such month end as determined on a basis consistent with the Company’s current practices with respect to its real estate (and, if there has made available been any third party appraisal or report completed and delivered to Buyer a complete the Company during such month that speaks to the value of any particular real estate property, such information will be included in the report for that month), (c) all Investment Assets sold or otherwise disposed of during the preceding month, (d) all Investment Assets purchased by the Company or any of its Subsidiaries during the preceding month and correct list (e) all Investment Assets that are in arrears or breach or default in the payment of all investment assets owned byprincipal or interest or dividends or are, or held should be, classified as non-performing, non-accrual, ninety days past due, still accruing and doubtful of collection, in trust for the benefit of, PLICMI, including bonds, notes, debentures, mortgage loans, collateral loans and all other instruments of indebtedness, stocks, partnership foreclosure or joint venture interests and all other equity interests, certificates issued by or interests in trusts and derivatives as of May 31, 2019 (“Investment Assets”). PLICMIany comparable classification, or are permanently impaired to any extent; provided, however, that such monthly summary report shall not include a trustee acting on PLICMI’s behalf, has valid title to all Investment Assets, free and clear of any Liens other than Permitted Liens. Except as would not, individually or in the aggregate, reasonably be likely to be material to the Acquired Companies, current expected credit losses (i) each of the Investment Assets complied in all respects with applicable Law and the investment policies and guidelines as in effect at the time such Investment Asset was acquired by PLICMI (the a “Investment GuidelinesCECL”) and (ii) PLICMI has good and marketable title in and analysis with respect to all of the Investment Assets it purports to own, free and clear of all Liens, other than Permitted Liens. Except as would not, individually or in the aggregate, reasonably be likely to be material to the Acquired Companies, (A) no Acquired Company has any funding obligations of any kind, or material obligation to make any additional advances or investments (including relating to any currency or interest rate swap, hedge or similar arrangement) in respect of, any of the Investment Assets; provided further that a summary CECL analysis on the applicable Investment Assets will be delivered by the Company (or its applicable Subsidiaries) to Parent within 15 Business Days following the end of each fiscal quarter. From and (B) there are no outstanding commitmentsafter the date hereof until the Closing, options, put agreements the Company shall cause the applicable executives or other arrangements relating to the managers having primary responsibility for Investment Assets to which any Acquired Company may be subject upon or after the Closing. As consult with Representatives of the date hereofParent as reasonably requested in writing, none of the Investment Assets are subject not to any Liability to fund any capital calls or capital commitments or similar obligations. Seller has made available to Buyer true and correct copies of the Investment Guidelines exceed once per month, with respect to such matters, including future planned or potential sales and purchases of Investment Assets and the Business as treatment of the date hereof. Except as set forth in Section 5.17(a) of the Seller Disclosure Schedule, no changes have been made to such any impaired or potentially impaired Investment Guidelines from January 1, 2018 to the date hereofAssets.

Investment Assets. (ad) Seller has made available to Buyer a complete and correct list of all investment assets owned by, or held in trust for the benefit of, PLICMI, including bonds, notes, debentures, mortgage loans, collateral loans and all other instruments of indebtedness, stocks, partnership or joint venture interests and all other equity interests, certificates issued by or interests in trusts and derivatives as of May 31, 2019 (“Investment Assets”). PLICMI, or a trustee acting on PLICMI’s behalf, has valid title to all Investment Assets, free and clear of any Liens other than Permitted Liens. Except as would not, individually or in the aggregate, reasonably be likely to be material Prior to the Acquired CompaniesClosing, (i) Seller shall use commercially reasonable efforts to cause each of the Investment Assets complied in Acquired Companies (other than OneBeacon Insurance) to sell, transfer or exchange all respects of their investment assets, other than those on deposit with applicable Law Governmental Authorities, for Cash Equivalents, it being agreed that Seller shall have no obligation to cause any of the Acquired Companies to sell investment assets pursuant to this Section 5.15 at a price below the price that an unaffiliated and willing purchaser would pay and an unaffiliated and willing seller would accept, neither being under any compulsion to buy or to sell and both having reasonable knowledge of relevant facts. Prior to the Closing and subject to Section 5.15, Seller shall use commercially reasonable efforts to cause OneBeacon Insurance’s investment policies and guidelines as in effect at the time such Investment Asset was acquired by PLICMI assets to consist of Acceptable Investments, other than those on deposit with Governmental Authorities; provided, however, that Purchaser may, upon written notice (the “Investment GuidelinesNotice”) (which notice may be in the form of electronic mail or facsimile) delivered to Seller no later than 9:00 a.m., NYCT, six (6) Business Days prior to the Closing Date (the “Notification Date”), request that Seller cause OneBeacon Insurance to hold at the Closing a portfolio consisting of Cash Equivalents and up to $100 million fair market value (iibased on then current market price) PLICMI has good and marketable title of other Acceptable Investments (the “Maximum Investment Notice Amount”) as specified in and to all of the Investment Assets it purports to ownNotice; provided further that any such Investment Notice shall include the specific name, free requested par amount, CUSIP and clear stated final maturity date of each of such non-cash Acceptable Investments requested by Purchaser, the aggregate par amount of all Liens, other than Permitted Lienssuch non-cash Acceptable Investments (not to exceed the Maximum Investment Notice Amount) and Purchaser’s preferred order of priority of purchase of such Acceptable Investments. Except as would not, individually or in the aggregate, reasonably be likely The failure by Purchaser to be material to the Acquired Companies, (A) no Acquired Company has any funding obligations of any kind, or material obligation to make any additional advances or investments (including relating to any currency or interest rate swap, hedge or similar arrangement) in respect of, any of deliver the Investment Assets and (B) there are no outstanding commitments, options, put agreements or other arrangements relating to Notice by the Investment Assets to which any Acquired Company may be subject upon or after the Closing. As of the date hereof, none of the Investment Assets are subject to any Liability to fund any capital calls or capital commitments or similar obligations. Seller has made available to Buyer true and correct copies of the Investment Guidelines with respect to the Business as of the date hereof. Except as applicable time set forth in this Section 5.17(a5.15(a) shall be deemed to be a waiver of the Seller Disclosure Schedule, no changes have been made right of Purchaser to deliver such Investment Guidelines from January 1, 2018 to the date hereof.notice. - #PageNum# - 703550379

Investment Assets. The Company shall, or shall cause its applicable Subsidiaries to, deliver to Parent, as soon as practicable (but in no event later than 25 Business Days following the end of each calendar month), a summary report of (a) Seller all Investment Assets (other than real estate) owned by the Company or any of its Subsidiaries as of such month end, and if available, the market value thereof as of such month end, (b) all Investment Assets that are real estate owned by the Company or any of its Subsidiaries as of such month end and the carrying values thereof as of such month end as determined on a basis consistent with the Company’s current practices with respect to its real estate (and, if there has made available been any third party appraisal or report completed and delivered to Buyer a complete the Company during such month that speaks to the value of any particular real estate property, such information will be included in the report for that month), (c) all Investment Assets sold or otherwise disposed of during the preceding month, (d) all Investment Assets purchased by the Company or any of its Subsidiaries during the preceding month and correct list (e) all Investment Assets that are in arrears or breach or default in the payment of all investment assets owned byprincipal or interest or dividends or are, or held should be, classified as non-performing, non-accrual, ninety days past due, still accruing and doubtful of collection, in trust for the benefit of, PLICMI, including bonds, notes, debentures, mortgage loans, collateral loans and all other instruments of indebtedness, stocks, partnership foreclosure or joint venture interests and all other equity interests, certificates issued by or interests in trusts and derivatives as of May 31, 2019 (“Investment Assets”). PLICMIany comparable classification, or are permanently impaired to any extent; provided, however, that such monthly summary report shall not include a trustee acting on PLICMI’s behalf, has valid title to all Investment Assets, free and clear of any Liens other than Permitted Liens. Except as would not, individually or in the aggregate, reasonably be likely to be material to the Acquired Companies, current expected credit losses (i) each of the Investment Assets complied in all respects with applicable Law and the investment policies and guidelines as in effect at the time such Investment Asset was acquired by PLICMI (the a “Investment GuidelinesCECL”) and (ii) PLICMI has good and marketable title in and analysis with respect to all of the Investment Assets it purports to own, free and clear of all Liens, other than Permitted Liens. Except as would not, individually or in the aggregate, reasonably be likely to be material to the Acquired Companies, (A) no Acquired Company has any funding obligations of any kind, or material obligation to make any additional advances or investments (including relating to any currency or interest rate swap, hedge or similar arrangement) in respect of, any of the Investment Assets; provided further that a summary CECL analysis on the applicable Investment Assets will be delivered by the Company (or its applicable Subsidiaries) to Parent as soon as practicable (but in no event later than 25 Business Days following the end of each fiscal quarter). From and (B) there are no outstanding commitmentsafter the date hereof until the Closing, options, put agreements the Company shall cause the applicable executives or other arrangements relating to the managers having primary responsibility for Investment Assets to which any Acquired Company may be subject upon or after the Closing. As consult with Representatives of the date hereofParent as reasonably requested in writing, none of the Investment Assets are subject not to any Liability to fund any capital calls or capital commitments or similar obligations. Seller has made available to Buyer true and correct copies of the Investment Guidelines exceed once per month, with respect to such matters, including future planned or potential sales and purchases of Investment Assets and the Business as treatment of the date hereof. Except as set forth in Section 5.17(a) of the Seller Disclosure Schedule, no changes have been made to such any impaired or potentially impaired Investment Guidelines from January 1, 2018 to the date hereofAssets.

Investment Assets. (a) Seller has made available to Buyer a complete and correct list of all investment assets owned by, or held in trust for the benefit of, PLICMI, including bonds, notes, debentures, mortgage loans, collateral loans and all other instruments of indebtedness, stocks, partnership or joint venture interests and all other equity interests, certificates issued by or interests in trusts and derivatives as of May 31, 2019 (“Investment Assets”). PLICMI, or a trustee acting on PLICMI’s behalf, has valid title to all Investment Assets, free and clear of any Liens other than Permitted Liens. Except as would not, individually or in the aggregate, reasonably be likely to be material Prior to the Acquired CompaniesClosing, (i) Seller shall use commercially reasonable efforts to cause each of the Investment Assets complied in Acquired Companies (other than OneBeacon Insurance) to sell, transfer or exchange all respects of their investment assets, other than those on deposit with applicable Law Governmental Authorities, for Cash Equivalents, it being agreed that Seller shall have no obligation to cause any of the Acquired Companies to sell investment assets pursuant to this Section 5.15 at a price below the price that an unaffiliated and willing purchaser would pay and an unaffiliated and willing seller would accept, neither being under any compulsion to buy or to sell and both having reasonable knowledge of relevant facts. Prior to the Closing and subject to Section 5.15, Seller shall use commercially reasonable efforts to cause OneBeacon Insurance’s investment policies and guidelines as in effect at the time such Investment Asset was acquired by PLICMI assets to consist of Acceptable Investments, other than those on deposit with Governmental Authorities; provided, however, that Purchaser may, upon written notice (the “Investment GuidelinesNotice”) (which notice may be in the form of electronic mail or facsimile) delivered to Seller no later than 9:00 a.m., NYCT, six (6) Business Days prior to the Closing Date (the “Notification Date”), request that Seller cause OneBeacon Insurance to hold at the Closing a portfolio consisting of Cash Equivalents and up to $100 million fair market value (iibased on then current market price) PLICMI has good and marketable title of other Acceptable Investments (the “Maximum Investment Notice Amount”) as specified in and to all of the Investment Assets it purports to ownNotice; provided further that any such Investment Notice shall include the specific name, free requested par amount, CUSIP and clear stated final maturity date of each of such non-cash Acceptable Investments requested by Purchaser, the aggregate par amount of all Liens, other than Permitted Lienssuch non-cash Acceptable Investments (not to exceed the Maximum Investment Notice Amount) and Purchaser’s preferred order of priority of purchase of such Acceptable Investments. Except as would not, individually or in the aggregate, reasonably be likely The failure by Purchaser to be material to the Acquired Companies, (A) no Acquired Company has any funding obligations of any kind, or material obligation to make any additional advances or investments (including relating to any currency or interest rate swap, hedge or similar arrangement) in respect of, any of deliver the Investment Assets and (B) there are no outstanding commitments, options, put agreements or other arrangements relating to Notice by the Investment Assets to which any Acquired Company may be subject upon or after the Closing. As of the date hereof, none of the Investment Assets are subject to any Liability to fund any capital calls or capital commitments or similar obligations. Seller has made available to Buyer true and correct copies of the Investment Guidelines with respect to the Business as of the date hereof. Except as applicable time set forth in this Section 5.17(a5.15(a) shall be deemed to be a waiver of the Seller Disclosure Schedule, no changes have been made right of Purchaser to deliver such Investment Guidelines from January 1, 2018 to the date hereofnotice.

Investment Assets. (a) Seller has made available to Buyer a true, complete and correct list of all investment assets Investment Assets owned byby the Companies as of December 31, or held in trust for 2020. All Investment Assets that are owned by the benefit ofCompanies as of the date hereof, PLICMI, including bonds, notes, debentures, mortgage loans, collateral loans and all other instruments of indebtedness, stocks, partnership or joint venture interests and all other equity interests, certificates issued Investment Assets that will be owned by or interests in trusts and derivatives the Companies as of May 31the Closing (including those Investment Assets that are transferred to the Companies in connection with the Pre-Sale Transactions) are permissible investments and comply in all material respects with all Applicable Laws governing the admittance of assets for insurance companies. Except for Investment Assets that are contemplated by the Pre-Sale Transactions not to be owned by the Companies as of the Closing (after giving effect to the Pre-Sale Transactions), 2019 (“Investment Assets”). PLICMIthe applicable Company, or a trustee acting on PLICMI’s its behalf, as the case may be, has valid title to all such Investment AssetsAssets and all Investment Assets of the Company Business acquired since that date, free and clear of any Liens other than Permitted Liens. Except as would not, individually or in the aggregate, reasonably be likely to be material to the Acquired Companies, (i) each of the Investment Assets complied in all respects with applicable Law and the investment policies and guidelines as in effect at the time such Investment Asset was acquired by PLICMI (the “Investment Guidelines”) Permitted Liens and (ii) PLICMI has good and marketable title in and to all of the Investment Assets it purports to own, free and clear of all Liens, other than Permitted Liens. Except as would not, individually or in the aggregate, reasonably be likely to be material to the Acquired Companies, (A) no Acquired Company has any funding obligations of any kind, or material obligation to make any additional advances or investments (including relating to any currency or interest rate swap, hedge or similar arrangement) transfer restriction in respect of, of any of the Investment Assets listed on the tabs entitled “Included PB” and (B) there are no outstanding commitments, options, put agreements or other arrangements relating “Removed PB” of the spreadsheet included in Annex D pursuant to the applicable governing agreements for such Investment Assets to which any Acquired Company may be subject upon or after the ClosingAssets. As of the date hereof, none no Company has received written notice that the obligor under any of the Investment Assets (other than Investment Assets that are subject contemplated by the Pre-Sale Transactions not to any Liability to fund any capital calls or capital commitments or similar obligations. Seller has made available to Buyer true and correct copies be owned by the Companies as of the Investment Guidelines Closing (after giving effect to the Pre-Sale Transactions)) is in default (or written notice of any events which, with notice or lapse of time or both, would constitute a default) in any payment on any of the bonds, notes, mortgages, debentures and other evidence of indebtedness with respect to the Business Investment Assets, or any payment of principal, distributions, interest, dividends or other material payment or performance obligation thereunder. As of the Closing, neither any Company nor any Person on behalf of any Company will have taken, or will have omitted to take, any action which would cause any of the Investment Assets owned by the Companies as of the date hereof. Except as set forth in Section 5.17(a) of the Seller Disclosure Schedule, no changes have been made to such Investment Guidelines from January 1, 2018 Closing (after giving effect to the date hereofPre-Sale Transactions)) to be subject to any valid offset, defense or counterclaims against the right of such entity to enforce the terms of such assets.

Investment Assets. The Company shall, or shall cause its applicable Subsidiaries to, deliver to Parent, within 15 Business Days following the end of each calendar month, a summary report of (a) Seller all Investment Assets (other than real estate) owned by the Company or any of its Subsidiaries as of such month end and if available, the market value thereof as of such month end (or, if not available as of such month end, then as of the most recent available date) and (b) all Investment Assets that are real estate owned by the Company or any of its Subsidiaries as of such month end and the carrying values thereof as of the most recent calendar quarter end as determined on a basis consistent with the Company’s current practices with respect to its real estate (and, if there has made available been any third party appraisal or report completed and delivered to Buyer a complete and correct list the Company during such month that speaks to the value of all investment assets owned byany particular real estate property, or held such information will be included in trust the report for that month). Except for the benefit of, PLICMI, including bonds, notes, debentures, mortgage loans, collateral loans and all other instruments of indebtedness, stocks, partnership or joint venture interests and all other equity interests, certificates issued by or interests Investment Assets set forth in trusts and derivatives as of May 31, 2019 Section 6.13 to the Company Disclosure Schedule (the “Specified Investment Assets”), the market values for Investment Assets provided by the Company pursuant to clause (a) of the prior sentence will be determined from reference to a data file retrieved by the Company through the Company’s investment management software provided by Clearwater Analytics, LLC. PLICMIWith respect to the Specified Investment Assets (for which the Company receives only quarter-end valuation updates), or a trustee acting on PLICMI’s behalf, has valid title the Company will use commercially reasonable efforts (including by incurring such cost as the Company may determine in its reasonable discretion) to all obtain month-end reports of market value of the Specified Investment Assets from the custodians of the Specified Investment Assets. From and after the date hereof until the Closing, free the Company shall cause executives and clear of any Liens other than Permitted Liens. Except as would not, individually or in the aggregate, reasonably be likely to be material to the Acquired Companies, (i) each officers of the Investment Assets complied in all respects with applicable Law Company and the its Subsidiaries, and shall use commercially reasonable efforts to cause third-party investment policies and guidelines as in effect at the time such Investment Asset was acquired by PLICMI (the “Investment Guidelines”) and (ii) PLICMI has good and marketable title in and to all managers of the Investment Assets it purports to ownCompany and its Subsidiaries, free and clear of all Liensin each case, other than Permitted Liens. Except as would not, individually or in the aggregate, reasonably be likely to be material to the Acquired Companies, (A) no Acquired Company has any funding obligations of any kind, or material obligation to make any additional advances or investments (including relating to any currency or interest rate swap, hedge or similar arrangement) in respect of, any of the Investment Assets and (B) there are no outstanding commitments, options, put agreements or other arrangements relating to the having primary responsibility for Investment Assets to which any Acquired Company may be subject upon or after the Closing. As available during business hours to answer questions and consult with Representatives of the date hereofParent, none of the Investment Assets are subject to any Liability to fund any capital calls or capital commitments or similar obligations. Seller has made available to Buyer true and correct copies of the Investment Guidelines as reasonably requested by Parent in writing, with respect to the Business as of the date hereof. Except as set forth in Section 5.17(a) of the Seller Disclosure Schedule, no changes have been made to such Investment Guidelines from January 1, 2018 to the date hereofmatters.

Investment Assets. (a) From the date hereof until the Closing, Seller has made available shall, within fifteen (15) Business Days following the end of each calendar month, deliver to Buyer a complete and correct report (the “Investment Asset Report” consisting of (a) a list of all investment assets owned by, or held in trust for Investment Assets of the benefit of, PLICMICompany and each Subsidiary of the Company as of the end of such month, including bonds, notes, debentures, mortgage loans, collateral loans the Book Value and all other instruments fair market value of indebtedness, stocks, partnership or joint venture interests and all other equity interests, certificates issued by or interests in trusts and derivatives each such Investment Asset as of May 31, 2019 such month end; (“Investment Assets”). PLICMI, or b) a trustee acting on PLICMI’s behalf, has valid title to list of all Investment Assets, free and clear of any Liens other than Permitted Liens. Except as would not, individually or Assets included in the aggregate, reasonably be likely to be material to prior month’s Investment Asset Report sold or otherwise disposed of by the Acquired Companies, Company or applicable Subsidiary of the Company during the preceding month; (ic) each a list of the Investment Assets complied in all respects with applicable Law and the investment policies and guidelines as in effect at the time such Investment Asset was acquired by PLICMI (the “Investment Guidelines”) Company or any Subsidiary of the Company that have been acquired in the preceding month; and (iid) PLICMI has good and marketable title in and to a list of all Investment Assets of the Investment Assets it purports to ownCompany or any Subsidiary of the Company that are in arrears or in breach or default in the payment of principal or interest or dividends or are, free or should be, classified as non-performing, non-accrual, ninety (90) days past due, still accruing and clear doubtful of all Lienscollections, in foreclosure or any comparable classification, or are other than Permitted Lienstemporarily impaired as determined in accordance with the Specified Accounting Principles. Except as would not, individually or in the aggregate, reasonably be likely to be material (b) Prior to the Acquired CompaniesClosing Date, Seller shall cause the applicable Insurance Subsidiary to sell, transfer or otherwise dispose of each Excluded Investment to a third party or to Seller’s designee, which may be Seller or an Affiliate of Seller (A) no Acquired provided such designee is not the Company has any funding obligations of any kind, or material obligation to make any additional advances or investments (including relating to any currency or interest rate swap, hedge or similar arrangement) in respect of, any a Subsidiary of the Investment Assets and (B) there are no outstanding commitmentsCompany), options, put agreements in each case in exchange for cash or other arrangements relating assets reasonably acceptable to Buyer in an amount equal to or greater than the Book Value of such Excluded Investment Assets or other Investment Asset, as applicable. (c) The Seller Parties shall, and shall cause their Subsidiaries to, use commercially reasonable efforts to which any Acquired Company may be subject upon or cause NTAL to have cash on hand in an amount necessary to fund the Special Dividend immediately after the ClosingClosing Date. As of the date hereofIn addition, none of the Investment Assets are subject to any Liability to fund any capital calls or capital commitments or similar obligations. Seller has made available to Buyer true and correct copies of the Investment Guidelines with respect to the Business as accumulation of funds to pay the date hereof. Except as set forth in Section 5.17(a) of Special Dividend, the Seller Disclosure Schedule, no changes have been made to such Investment Guidelines from January 1, 2018 to the date hereof.Parties shall consult with and consider any recommendations of Buyer in good faith. 5.20

Investment Assets. (a) Without limiting Section 4.1, from the date hereof to the Closing Date, Seller has made available shall cause the Insurance Companies to Buyer a complete and correct list of all investment assets owned by, or held in trust for manage the benefit of, PLICMI, including bonds, notes, debentures, mortgage loans, collateral loans and all other instruments of indebtedness, stocks, partnership or joint venture interests and all other equity interests, certificates issued by or interests in trusts and derivatives as of May 31, 2019 (“Investment Assets”). PLICMI, or a trustee acting on PLICMI’s behalf, has valid title to all Investment Assets, free and clear of any Liens other than Permitted Liens. Except as would not, individually or Assets in the aggregateordinary course of business consistent with past practice, reasonably be likely the Investment Guidelines and the Interim Asset Allocation Guidelines. From the date hereof until the Closing, Seller shall, within twenty (20) days following the end of each calendar month from the date hereof until the Closing, deliver to be material to the Acquired CompaniesBuyer, (i) a list of each Investment Asset held by the Insurance Companies, (ii) a list of each Investment Asset held by the Insurance Companies that was sold or otherwise disposed of during the preceding month, the reason for such sale or disposition (which shall be consistent with the second sentence of this Section 4.11), and a description of the original cost and tax basis of such sold Investment Assets and (iii) a list of the Investment Assets complied in all respects with applicable Law acquired during the preceding month. Between the date hereof and the investment policies and guidelines Closing Date, Seller shall cause the applicable executives or managers having primary responsibility for the matters contemplated by this Section 4.11 to consult with Representatives of Buyer as in effect at the time such Investment Asset was acquired reasonably requested by PLICMI (the “Investment Guidelines”) and (ii) PLICMI has good and marketable title in and Xxxxx not to all of the Investment Assets it purports to ownexceed once every week, free and clear of all Liens, other than Permitted Liens. Except as would not, individually or in the aggregate, reasonably be likely to be material to the Acquired Companies, (A) no Acquired Company has any funding obligations of any kind, or material obligation to make any additional advances or investments (including relating to any currency or interest rate swap, hedge or similar arrangement) in respect of, any of the Investment Assets and (B) there are no outstanding commitments, options, put agreements or other arrangements relating to the Investment Assets to which any Acquired Company may be subject upon or after the Closing. As of the date hereof, none of the Investment Assets are subject to any Liability to fund any capital calls or capital commitments or similar obligations. Seller has made available to Buyer true and correct copies of the Investment Guidelines with respect to such matters, including future planned or potential purchases and sales of Investment Assets. In such meetings with management, Buyer or its Representative may make recommendations to Seller with respect to such matters, which Seller will consider in good faith. Seller will cooperate with Buyer and use reasonable best efforts to cause AUK to enter into one or more investment advisory agreements (which will be reasonably acceptable to the Business as independent directors of the date hereofboard of directors of AUK) with American Acorn Services, LLC or a similar Affiliate of Buyer pursuant to which such entity will provide investment advisory services to AUK through the Closing Date; provided that nothing in this sentence shall relieve Buyer of its obligations under Section 4.3. Except as set forth in Section 5.17(a) of the Seller Disclosure Schedule, no changes have been made to such Investment Guidelines from January 1, 2018 to After the date hereof.hereof and prior to Closing, at either party’s request, the parties shall discuss and consider in good faith entering into one or more investment advisory agreements with American Acorn Services, LLC or a similar Affiliate of Buyer pursuant to which such entity will provide