INDEX OF SCHEDULES Clause Samples

INDEX OF SCHEDULES. Schedule 1.1(bb) Customary Conditions Schedule 1.1(kk) Certain Excluded Assets Schedule 1.1(mm) Certain Excluded Liabilities Schedule 1.1(ffff) Shared MONY Reinsurance Agreements Schedule 2.5(a)(i) Form of Closing Statement Schedule 2.5(a)(ii) Closing Statement Methodologies Schedule 2.5(a)(iii) Pro Forma Closing Statement Schedule 5.16 Investment Assets Purchaser Disclosure Letter Seller Disclosure Letter This MASTER AGREEMENT (this “Agreement”), dated as of April 10, 2013, is entered into by and among AXA Equitable Financial Services, LLC, a Delaware limited liability company (“Seller”), AXA Financial, Inc., a Delaware corporation (“Parent”), and Protective Life Insurance Company, an insurance company organized under the laws of the State of Tennessee (“Purchaser”).

INDEX OF SCHEDULES. Schedule A: Contributed Properties and Contributed Property Values and DB Properties and DB Property Values Schedule B: Contribution Structure Chart Schedule C: Name Use Rights of Contributed Properties Schedule D: Title Objections Schedule 3.1(c): Title Insurance Commitments Schedule 4.4: Consents and Approvals Required for Contribution Transactions Schedule 5.2: Ownership of Contributed Entities Schedule 5.3 EL Consents and Approvals re: Org Docs, Loan Docs, Contracts, Permits and Laws Schedule 5.4: Subsidiaries of Contributed Entities Schedule 5.5: Undisclosed Liabilities Schedule 5.8(c)(i): Rent Rolls for Contributed Properties Schedule 5.8(c)(ii): Lease Defaults for Contributed Properties Schedule 5.8(d): Rights and Options for Contributed Properties Schedule 5.8(e): Certain Impairments to Contributed Properties Schedule 5.8(f): Certain Tax Matters for Contributed Properties Schedule 5.9: Leased FF&E for Contributed Properties Schedule 5.10: Non-Terminable Contracts for Contributed Properties Schedule 5.11: Litigation for Contributed Properties Schedule 5.14: Construction Contracts for Contributed Properties Schedule 5.15: Loan Documents for Contributed Properties Schedule 5.20: Condition of Properties Schedule 6.5: Ownership of ATA Holdings Schedule 6.29 ATA Consents and Approvals re: Org Docs, Loan Docs, Contracts, Permits and Laws Schedule 7.3(b)(vi): Required Capital Improvements for Contributed Properties Schedule 7.4(c)(iii) Properties Subject to a Refinancing Schedule 9.2(l): REIT Ownership Limit Waiver Recipients Schedule 12.12(b)(ii) Knowledge Parties Exhibit A-1: Form of Property Contribution Agreement Exhibit A-2: Form of Interest Contribution Agreement Exhibit B: Executed Form of DB Contribution Agreement Exhibit C: Executed Form of Cash Investment Agreement Exhibit D: Form of Loan Indemnification Agreement Exhibit E: Form of Audit Inquiry Letter Exhibit F: Form of Registration Rights Agreement Exhibit G: Form of Tax Protection Agreement Exhibit H: Form of Third Amendment to Partnership Agreement Exhibit I-1: Form of Fourth Articles of Amendment to ATA Charter Exhibit I-2: Form of Certificate of Amendment to ATA Holdings Certificate of Limited Partnership Exhibit J: Form of Corporate Governance Agreement Exhibit K: Form of Employment Agreement (▇▇▇▇▇▇▇) Exhibit L-1: Form of Employment Agreement (Remppies) Exhibit L-2 Form of Employment Agreement (▇▇▇▇▇) Exhibit M: Form of Employment Agreement (Lubeck) Exhibit N: Form of Advisor Termination...

INDEX OF SCHEDULES. Schedule 1.1 - Schedule of Definitions Schedule 1.1(a) - Disclosure Schedule Schedule 2.2(a) - Identified Software Schedule 2.2(b)(i) - Seller Contracts Schedule 2.2(b)(ii) - Specified Contracts Schedule 2.2(c)(iii) - Third Party Embedded Software Licenses Schedule 2.2(c)(i) - Owned Tangible Assets Schedule 2.2(c)(ii) - Leased Tangible Assets Schedule 2.2(d) - Consents Schedule 2.2(e) - Intellectual Property Schedule 2.12 - Licensed Trademarks Schedule 2.14 - Consents not Acquired Schedule 2.15(b) - Customers under Contracts to be Bifurcated Schedule 5.7(a) - Scheduled Employees Schedule 5.7(b) - Prohibited Employees of Seller Schedule 5.7(c) - Prohibited Employees of Purchaser INDEX OF EXHIBITS: Exhibit A - Form of ▇▇▇▇ of Sale, Assignment and Assumption Agreement Exhibit B - Closing Date Balance Sheet Exhibit C - Form of Seller's Standard License and Service Agreement Exhibit D - Form of MLC Group, Inc. Financing Statement ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT, dated as of September 30, 1999 (this "Agreement"), is entered into among Sterling Commerce (Northern America), Inc., a Delaware corporation (the "Seller"), FCMS, LLC, a Delaware limited liability company (the "Purchaser"), Fundtech Corporation, a Delaware corporation ("Fundtech"), Sterling Commerce, Inc., a Delaware corporation ("Sterling Commerce")(Sterling Commerce being a party hereto solely for purposes of Sections 2.8(c), 2.12(b), (d), (e), (i), (j), (l) and (m), 2.13, 3.2, 3.4(a), 3.14, 5.7(c), and (f), 5.8, 6.5, 7.5 and 7.6), and Sterling Commerce (America), Inc., a Delaware corporation ("Sterling America")(Sterling America being a party hereto solely for purposes of Sections 2.12(d), 3.1, 3.2, 3.4, 6.2, 6.5, 7.5 and 7.6).

INDEX OF SCHEDULES. Policy Forms

INDEX OF SCHEDULES. Item Schedule

INDEX OF SCHEDULES. Seller Schedule Description --------------- ----------- ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (the or this "Agreement") is made and entered into as of October 1, 2002 by and among PCV Acquisition, Inc., a Delaware corporation ("Buyer"); PowerCerv Corporation, a Florida corporation ("PowerCerv"); PowerCerv Technologies Corporation, a Florida Corporation and wholly-owned subsidiary of PowerCerv (the "Subsidiary", and together with PowerCerv, the "Seller"); and ASA International Ltd., a Delaware Corporation and the sole Stockholder of Buyer ("ASA").

INDEX OF SCHEDULES. Amend as required

INDEX OF SCHEDULES. Description

INDEX OF SCHEDULES. Schedule 1.1(i) Assumed Reinsurance Agreements Schedule 1.1(ii) Other Reinsurance Schedule 2.12 Interest Maintenance Reserve Annex A-1 List of Reinsurance Assets Annex A-2 List of Unavailable Assets Annex B Net Settlements Annex C Net Retained Liabilities Ceding Commission Adjustment Annex D Life Reference Balance Sheet Annex E Additional Life Reference Balance Sheet Assets This Amended and Restated Coinsurance Agreement (this “Agreement”), dated as of December 28, 2015, is made by and between Athene Annuity and Life Company, an insurance company organized under the laws of the State of Iowa (formerly known as Aviva Life and Annuity Company) (the “Company”), and Accordia Life and Annuity Company, an insurance company organized under the laws of the State of Iowa (formerly known as Presidential Life Insurance Company - USA) (the “Reinsurer”; each of the Company and the Reinsurer, a “Party” and together, the “Parties”) and amends and restates in its entirety the Coinsurance Agreement, dated as of October 1, 2013, made by and between the Company and the Reinsurer.