Common use of Interim Operating Covenants Clause in Contracts

Interim Operating Covenants. From the Signing Date until the Closing, except (i) as consented to by Buyer (in accordance with the procedures set forth in Section 3.5), (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department and (iii) as set forth on Section 3.4 of the Disclosure Letter, Seller shall, and shall cause the ALICO Entities to, (A) comply with the covenants set forth in Articles 5 and 6 of the Credit Agreement (in the case of the ALICO Entities, to the extent already applicable pursuant to the terms thereof) and (B) except as expressly contemplated by this Agreement, in connection with the Restructuring and for regulatory restrictions and events arising out of the financial events concerning Seller as announced by Seller on September 16, 2008, conduct its business in the ordinary course consistent with past practice and use commercially reasonable efforts to preserve its present business organization, maintain in effect all of its Permits, keep available the services of its directors, officers and key employees, maintain satisfactory relationships with its customers, agents, bancassurance partners, reinsurers, lenders, suppliers and others having material business relationships with it, and manage its working capital in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, from the Signing Date until the Closing, except: (i) as expressly contemplated by this Agreement or any of the other Transaction Documents, (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department, (iii) as set forth on Section 3.4 of the Disclosure Letter, (iv) in connection with the Restructuring or (v) as a result of any agreement between Buyer and Seller, Seller shall not, except as consented to by Buyer (in accordance with the procedures set forth in Section 3.5), permit any ALICO Entity to take any of the following actions: (a) any amendment of its articles of incorporation, bylaws or other similar organizational documents (whether by merger, consolidation or otherwise) in any materially adverse respect; (b) any splitting, combination or reclassification of any Equity Interest or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any Equity Interest, or redemption, repurchase or other acquisition or offer to redeem, repurchase, or otherwise acquire any Equity Interest, except for dividends and distributions by any of ALICO’s subsidiaries on a pro rata basis to the equity owners thereof which shall be permitted; (c) (i) any issuance, delivery or sale, or authorization of the issuance, delivery or sale of, any Equity Interests or (ii) amendment of any term of any Equity Interests (in each case, whether by merger, consolidation or otherwise); (d) any acquisition (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, of any assets, securities, properties, interests or businesses, other than (i) in the ordinary course of business of such ALICO Entities in a manner that is consistent with past practice, including (1) the managing of the investment assets in the ordinary course of business by ALICO or any of the Insurance Subsidiaries,

Interim Operating Covenants. From During the Signing period beginning on the Effective Date until and ending upon (and including) the Closingearlier of (x) the Closing Date and (y) the date of termination of this Agreement pursuant to and in accordance with Section 6.1 (the “Interim Period”), except (i) as consented to required by Buyer applicable Laws (in accordance with the procedures set forth in Section 3.5or any Order issued by any Governmental Authority), (ii) to as expressly permitted under this Agreement, including the extent required Pre-Closing Restructuring Plan in the Agreed Form, or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department and (iii) as set forth on Section 3.4 with the prior written consent of the Disclosure LetterPurchaser, Seller which consent, solely in the case of clause (a) below, shall not be unreasonably withheld, conditioned or delayed: (a) the Issuer and APLD shall, and shall cause the ALICO Entities to, their respective Affiliates (A) comply with the covenants set forth in Articles 5 and 6 including any member of the Credit Agreement (in the case of the ALICO EntitiesAPLD Group, to the extent already applicable pursuant related to the terms thereofBusiness) to, conduct the Business and use the HPC Assets in the Ordinary Course of Business and use their respective reasonable best efforts to (A) preserve in all material respects the goodwill, reputation and present relationships with suppliers, customers, Governmental Authorities and others having significant business relationships with the Business, the Issuer or any of the Subsidiaries of the Issuer; (B) except maintain their businesses, assets (including, for the avoidance of doubt, the HPC Assets) and properties (including, for the avoidance of doubt, the ELN Campus) in substantially the same condition as expressly contemplated by this Agreement, in connection with the Restructuring and for regulatory restrictions and events arising out they exist as of the financial events concerning Seller as announced by Seller on September 16, 2008, conduct its business date of this Agreement (ordinary wear and tear excepted); (C) maintain and renew in the ordinary course consistent with past practice Ordinary Course of Business all applicable Insurance Policies (or obtain replacement or substitute insurance policies providing substantially similar coverage) and use commercially reasonable efforts to preserve its present business organization, maintain in effect all of its Material Permits, ; (D) keep available the services of its directors, officers and applicable key employees, maintain satisfactory relationships with its customers, agents, bancassurance partners, reinsurers, lenders, suppliers and others having material business relationships with it, and manage its working capital in the ordinary course of business consistent employees consistently with past practice. Without limiting ; and (E) operate the generality of Business and use the foregoing, from the Signing Date until the Closing, except: (i) as expressly contemplated by this Agreement or any of the other Transaction Documents, (ii) to the extent required or prohibited by HPC Assets in compliance with applicable Law or by any regulatory requirement, directive or order of any Department, (iii) as set forth on Section 3.4 of the Disclosure Letter, (iv) in connection with the Restructuring or (v) as a result of any agreement between Buyer and Seller, Seller shall not, except as consented to by Buyer (in accordance with the procedures set forth in Section 3.5), permit any ALICO Entity to take any of the following actions: (a) any amendment of its articles of incorporation, bylaws or other similar organizational documents (whether by merger, consolidation or otherwise) in any materially adverse respect;Laws; and (b) neither the Issuer nor APLD shall, and shall cause their Affiliates not to, take any splitting, combination or reclassification of any Equity Interest or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any Equity Interestaction, or redemptionagree, repurchase resolve or other acquisition or offer commit to redeem, repurchase, or otherwise acquire take any Equity Interest, except for dividends and distributions by any of ALICO’s subsidiaries action set forth on a pro rata basis to the equity owners thereof which shall be permitted; (c) (i) any issuance, delivery or sale, or authorization of the issuance, delivery or sale of, any Equity Interests or (ii) amendment of any term of any Equity Interests (in each case, whether by merger, consolidation or otherwise); (d) any acquisition (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, of any assets, securities, properties, interests or businesses, other than (i) in the ordinary course of business of such ALICO Entities in a manner that is consistent with past practice, including (1) the managing of the investment assets in the ordinary course of business by ALICO or any of the Insurance Subsidiaries,Schedule 3 hereto.

Interim Operating Covenants. From the Signing Date until the Closing, except (i) as consented to by Buyer (in accordance with the procedures set forth in Section 3.5), (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department and (iii) as set forth on Section 3.4 of the Disclosure Letter, Seller shall, and shall cause the ALICO Entities to, , (A) comply with the covenants set forth in Articles 5 and 6 of the Credit Agreement (in the case of the ALICO Entities, to the extent already applicable pursuant to the terms thereof) and (B) except as expressly contemplated by this Agreement, in connection with the Restructuring and for regulatory restrictions and events arising out of the financial events concerning Seller as announced by Seller on September 16, 2008, conduct its business in the ordinary course consistent with past practice and use commercially reasonable efforts to preserve its present business organization, maintain in effect all of its Permits, keep available the services of its directors, officers and key employees, maintain satisfactory relationships with its customers, agents, bancassurance partners, reinsurers, lenders, suppliers and others having material business relationships with it, and manage its working capital in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, from the Signing Date until the Closing, except: (i) as expressly contemplated by this Agreement or any of the other Transaction Documents, (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department, (iii) as set forth on Section 3.4 of the Disclosure Letter, (iv) in connection with the Restructuring or (v) as a result of any agreement between Buyer and Seller, Seller shall not, except as consented to by Buyer (in accordance with the procedures set forth in Section 3.5), permit any ALICO Entity to take any of the following actions: (a) any amendment of its articles of incorporation, bylaws or other similar organizational documents (whether by merger, consolidation or otherwise) in any materially adverse respect; (b) any splitting, combination or reclassification of any Equity Interest or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any Equity Interest, or redemption, repurchase or other acquisition or offer to redeem, repurchase, or otherwise acquire any Equity Interest, except for dividends and distributions by any of ALICO’s subsidiaries on a pro rata basis to the equity owners thereof which shall be permitted; (c) (i) any issuance, delivery or sale, or authorization of the issuance, delivery or sale of, any Equity Interests or (ii) amendment of any term of any Equity Interests (in each case, whether by merger, consolidation or otherwise); (d) any acquisition (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, of any assets, securities, properties, interests or businesses, other than (i) in the ordinary course of business of such ALICO Entities in a manner that is consistent with past practice, including (1) the managing of the investment assets in the ordinary course of business by ALICO or any of the Insurance Subsidiaries,, (2) ALICO or any of the Insurance Subsidiaries effecting treasury and cash management functions conducted in the ordinary course of business and (3) ordinary course reinsurance and co-insurance arrangements, (ii) any transaction among ALICO and any of its subsidiaries or among any subsidiaries of ALICO, (iii) investments set forth in the Capital Expenditure Budget, (iv) Securities Lending Management and (v) acquisitions with a purchase price (including any related assumed Indebtedness) that does not exceed $25 million individually or $50 million in the aggregate; (e) any sale, lease or other transfer, or creation or incurrence of any lien (other than Permitted Liens) (“Dispositions”) on, any assets, securities, properties, interests or businesses, other than (i) in the ordinary course of business in a manner that is consistent with past practice, including (1) the managing of the investment assets in the ordinary course of business by ALICO or any of the Insurance Subsidiaries, (2) ALICO or any of the Insurance Subsidiaries effecting treasury and cash management functions conducted in the ordinary course of business and (3) ordinary course reinsurance and co-insurance arrangements, (ii) any transaction among ALICO and any of its subsidiaries or among any subsidiaries of ALICO, (iii) Securities Lending Management and (iv) Dispositions of assets, securities, properties, interests or businesses with a sale price (including any related assumed Indebtedness) that does not exceed $25 million individually or $50 million in the aggregate; (f) the creation, incurrence or assumption of any Indebtedness for borrowed money or guarantees thereof having an aggregate principal amount (together with all other Indebtedness of the ALICO Entities) outstanding at any time greater than $500 million; provided, however, that (A) any refinancing (including any extension, renewal or exchange) of existing Indebtedness shall be permitted, so long as the principal amount of the existing Indebtedness being refinanced is equal to or more than the amount of any such new Indebtedness being incurred without regard to any unpaid accrued interest and premium thereon plus other reasonable fees incurred in connection with such refinancing, (B) loans or borrowing by ALICO or any of its subsidiaries under currently available lines of credit shall be permitted, (C) intercompany loans, guarantees or advances made among ALICO or any of its subsidiaries shall be permitted, (D) Securities Lending Management shall be permitted, and (E) other Indebtedness incurred or assumed in connection with the transactions permitted pursuant to any of Sections 3.4(d)(i)(1), (d)(i)(2) and (d)(v) or Sections 3.4(e)(i)(1) or (e)(i)(2) shall be permitted; (g) (i) the grant or increase of any material severance or termination pay to (or amendment of any existing arrangement with) any current or former director, officer or employee other than in the ordinary course of business, as currently conducted, (ii) any material increase in benefits payable under any existing severance or termination pay policies or employment agreements other than in the ordinary course of business, as currently conducted, (iii) the entering into of any material employment, deferred compensation or other similar agreement (or amendment of any such existing agreement) with any current or former director, officer or employee other than in the ordinary course of business, as currently conducted, (iv) the establishment, adoption or amendment of any material collective bargaining, bonus, profit-sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any current or former director, officer or employee other than in the ordinary course of business, as currently conducted, or (v) any material increase in compensation, bonus or other benefits payable to any current or former director, officer or employee other than in the ordinary course of business, as currently conducted; (h) any material change in the methods of accounting, except as required by concurrent changes in GAAP or SAP or applicable Law as agreed to by Seller’s independent public accountants; (i) any settlement or proposal to settle (i) any material litigation, investigation, arbitration, proceeding or other claim against or adversely affecting any ALICO Entity, other than with respect to (A) claims under insurance policies within policy limits or (B) claims for a cash payment by an ALICO Entity not in excess of $10 million, or (ii) any litigation, arbitration, proceeding or dispute involving, against or adversely affecting any ALICO Entity that relates to any of the transactions contemplated by any of the Transaction Documents; (j) to the extent any of the following would materially and adversely affect, and relates principally to, the Company and any Material Subsidiary (as defined in the LLC Agreement but as of the Signing Date), the making or changing of any Tax election, the changing of any annual Tax accounting period, or adoption of or change to any method of Tax accounting, the filing of any amended Tax return, the entering into of any closing agreement, the settlement of any Tax claim or assessment, or the surrender of any right to claim a Tax refund, offset or other reduction in Tax liability; (k) the entering into of any Tax Sharing Agreement; or (l) any agreement, resolution or commitment to do any of the foregoing.

Interim Operating Covenants. (a) From the Signing Effective Date until the Closing, except earlier of: (i1) as consented to by Buyer (the date this Agreement is terminated in accordance with Article XI and (2) the procedures Closing Date (such period, the “Pre-Closing Period”), unless SPAC shall otherwise give prior consent (which consent shall not be unreasonably withheld, conditioned or delayed) in writing and except (x) as specifically contemplated or permitted by this Agreement or the Ancillary Agreements, or (y) other than in respect of the restrictions set forth in Section 3.5subclauses (i), (iiiii), (iv), (v), (x) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department and (iii) as set forth on Section 3.4 of the Disclosure Letter, Seller shall, and shall cause the ALICO Entities to, (A) comply with the covenants set forth in Articles 5 and 6 of the Credit Agreement (in the case of the ALICO Entitiesxiv), to the extent already applicable pursuant that any action is taken or omitted to be taken in response to or related to the terms thereofactual or anticipated effect on any of the Target’s businesses of COVID-19 or any COVID-19 Measures, in each case with respect to this clause (z) and (B) except as expressly contemplated by this Agreement, in connection with or in response to COVID-19, the Restructuring Target’s conduct and for regulatory restrictions and events arising out of the financial events concerning Seller as announced by Seller on September 16, 2008, conduct its operate their business in all material respects in the ordinary course consistent with past practice Ordinary Course of Business and use commercially reasonable efforts to preserve its present business organization, maintain in effect all of its Permits, keep available the services of its directors, officers and key employees, maintain satisfactory their existing relationships with its material customers, agents, bancassurance partners, reinsurers, lenders, suppliers and others having material business relationships with itdistributors, and manage its working capital in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, from the Signing Date until the Closing, except: Target shall not: (i) as expressly contemplated by this Agreement amend or otherwise modify any of the other Transaction Documentsits Governing Documents in any manner that would be adverse to SPAC, except as otherwise required by Law; (ii) make any changes to the extent required its accounting policies, methods or prohibited by practices, other than as permitted under IFRS or applicable Law or by any regulatory requirement, directive or order of any Department, Law; (iii) as set forth on Section 3.4 sell, issue, redeem, assign, transfer, pledge (other than in connection with existing credit facilities), convey or otherwise dispose of (x) any Equity Securities of the Disclosure LetterTarget, (y) any options, warrants, rights of conversion or other rights or agreements, arrangements or commitments obligating the Target to issue, deliver or sell any Equity Securities of Target; (iv) declare, make or pay any dividend, other distribution or return of capital (other than wholly in connection with cash) to any equityholder as of the Restructuring or date hereof of the Target; (v) as a result adjust, split, combine or reclassify any of its Equity Securities (except for any agreement between Buyer and Seller, Seller shall not, except as consented to by Buyer (conversion of shares into deferred shares in accordance with the procedures set forth in Section 3.5provisions of its Governing Documents), permit any ALICO Entity to take any of the following actions:; (avi) any amendment of its articles of incorporation(x) incur, bylaws assume, guarantee or other similar organizational documents otherwise become liable for (whether by mergerdirectly, consolidation contingently or otherwise) any Indebtedness (other than (A) additional Indebtedness under existing credit facilities or lines of credit, (B) capital leases entered into in the Ordinary Course of Business, and (C) other Indebtedness not to exceed $250,000 in the aggregate), (y) make any advances or capital contributions to, or investments in, any Person, other than the Target or in the Ordinary Course of Business, or (z) amend or modify in any materially adverse respectmaterial respect any Indebtedness; (bvii) commit to, authorize or enter into any splitting, combination or reclassification of any Equity Interest or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) agreement in respect of, any capital expenditure (or series of any Equity Interestcommitments or capital expenditures), or redemption, repurchase or other acquisition or offer than capital expenditures in an amount not to redeem, repurchase, or otherwise acquire any Equity Interest, except for dividends and distributions by any of ALICO’s subsidiaries on a pro rata basis to the equity owners thereof which shall be permittedexceed $1,000,000; (cviii) enter into any material amendment or termination (iother than an expiration in accordance with the terms thereof) any issuance, delivery or saleof, or authorization of the issuance, delivery or sale ofwaive compliance with, any Equity Interests or (ii) amendment of any material term of any Material Contract or enter into any Contract that if entered into prior to the Effective Date would be a Material Contract, in each case other than in the Ordinary Course of Business and solely to the extent such amendment, termination or waiver would not materially and adversely impact the Target; (ix) other than inventory and other assets acquired in the Ordinary Course of Business, acquire the business, properties or assets, including Equity Interests (Securities of another Person, except, in each case, for acquisitions whose consideration in an aggregate amount (for all such acquisitions) is not greater than $750,000 and the consideration for which is payable only in cash, so long as, based upon the advice of the Target’s accountants, such acquisition, individually or in the aggregate, would not require any additional disclosure pursuant to the rules and regulations adopted by PCAOB (whether by through merger, consolidation consolidation, share exchange, business combination or otherwise); (dx) propose, adopt or effect any acquisition plan of complete or partial liquidation, dissolution, recapitalization or reorganization, or voluntarily subject to any material Lien, any of the material rights or material assets owned by, or leased or licensed to, the Target; (xi) compromise, commence or settle any pending or threatened Proceeding (w) involving payments (exclusive of attorney’s fees) by mergerthe Target not covered by insurance in excess of $75,000 in any single instance or in excess of $250,000 in the aggregate, consolidation(x) granting injunctive or other equitable remedy against the Target, acquisition (y) which imposes any material restrictions on the operations of stock businesses of the Target, taken as a whole or assets (z) by the equityholders of the Target or otherwise)any other Person which relates to the transactions contemplated by this Agreement; (xii) except as required under applicable Law, directly the terms of any Target Employee Benefit Plan existing as of the date hereof with SPAC’s prior agreement (A) increase in any manner the compensation, bonus, severance or indirectlytermination pay of any of the current or former directors, officers, employees or individual consultants of the Target, (B) become a party to, establish, amend, commence participation in, or terminate any share option plan or other share-based compensation plan, or any Target Employee Benefit Plan with or for the benefit of any current or former directors, officers, employees or individual consultants of the Target, (C) accelerate the vesting of or lapsing of restrictions with respect to any share-based compensation or other long-term incentive compensation under any Target Employee Benefit Plan, (D) grant any new awards under any Target Employee Benefit Plan, (E) amend or modify any outstanding award under any Target Employee Benefit Plan, (F) enter into, amend or terminate any collective bargaining agreement or other agreement with a labor union, works council or similar organization respecting employees of the Target, (G) forgive any loans, or issue any loans to any directors, officers, contractors or employees without prior agreement of SPAC, or (H) hire or engage any new employee or consultant or terminate the employment or engagement, other than for cause, of any assetsemployee or consultant if such new employee or consultant will receive, securitiesor does receive, propertiesannual base compensation (or annual base wages or fees) in excess of $200,000; (xiii) (A) sell, interests lease, assign, transfer, convey, license, sublicense, covenant not to assert, permit to lapse, abandon, allow to lapse, or businessesotherwise dispose of, create, grant or issue any Liens (other than Permitted Liens), debentures or other securities in or on, any material rights or assets owned by, or leased or licensed to, the Target, other than (iw) inventory or products in the ordinary course Ordinary Course of business Business, or (x) assets with an aggregate fair market value less than $500,000; or (B) subject any Owned Intellectual Property to Copyleft Terms; (xiv) disclose any Trade Secrets and any other material confidential information of the Target to any Person other than the Parent; (xv) fail to take any action required to maintain any material insurance policies of the Target in force (other than (A) substitution of an insurance policy by an insurance policy with a substantially similar coverage or (B) with respect to any policy that covers any asset or matter that has been disposed or is no longer subsisting or application), or knowingly take or omit to take any action that could reasonably result in any such ALICO Entities insurance policy being void or voidable (other than (1) substitution of an insurance policy by an insurance policy with a substantially similar coverage, (2) with respect to any policy that covers any asset or matter that has been disposed or is no longer subsisting or application, or (3) actions in the Ordinary Course of Business; (xvi) except to the extent required by applicable Law, (A) make, change or revoke any material election relating to Taxes (subject to changes in applicable Law), (B) enter into any agreement, settlement or compromise with any Taxing Authority relating to a manner material amount of Taxes, (C) consent to any extension or waiver of the statutory period of limitations applicable to any material Tax matter, (D) file any amended material Tax Return, (E) fail to timely file (taking into account valid extensions) any material Tax Return required to be filed, (F) fail to pay any material amount of Tax as it becomes due, (G) enter into any Tax Sharing Agreement (other than an Ordinary Course Tax Sharing Agreement), or (H) surrender any right to claim any refund of a material amount of Taxes; (xvii) except as included as a Parent Transaction Expense, incur any Liability, in connection with this Agreement or the Ancillary Agreements, or the transactions contemplated hereby or thereby, that is consistent with past practicewould result in the obligation of the Parent, including the Target or SPAC to pay any investment banker fee, finder’s fee, brokerage or agent’s commissions or other similar payments or reimburse expenses of any of the foregoing; or (xviii) agree or commit to do any of the foregoing. (b) From the Effective Date until the earlier of: (1) the managing of date this Agreement is terminated in accordance with Article XI and (2) the investment assets in Closing Date, unless the ordinary course of business by ALICO or any of the Insurance Subsidiaries,Target shall otherwise give prior consent (which consent shall not be unreasonably withheld, conditioned or

Interim Operating Covenants. From the Signing Date until the Closing, except (i) as consented to by Buyer (in accordance with the procedures set forth in Section 3.5), (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department and (iii) as set forth on Section 3.4 of the Disclosure Letter, Seller Parent shall, and shall cause the ALICO AIA Entities to, , (A) comply with the covenants set forth in Articles 5 and 6 of the Credit Agreement (in the case of the ALICO AIA Entities, to the extent already applicable pursuant to the terms thereof) and (B) except as expressly contemplated by this Agreement, in connection with the Restructuring and for regulatory restrictions and events arising out of the financial events concerning Seller Parent as announced by Seller Parent on September 16, 2008, conduct its business in the ordinary course consistent with past practice and use commercially reasonable efforts to preserve its present business organization, maintain in effect all of its Permits, keep available the services of its directors, officers and key employees, maintain satisfactory relationships with its customers, agents, bancassurance partners, reinsurers, lenders, suppliers and others having material business relationships with it, and manage its working capital in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, from the Signing Date until the Closing, except: (i) as expressly contemplated by this Agreement or any of the other Transaction Documents, (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department, (iii) as set forth on Section 3.4 of the Disclosure Letter, (iv) in connection with the Restructuring or (v) as a result of any agreement between Buyer and SellerParent, Seller Parent shall not, except as consented to by Buyer (in accordance with the procedures set forth in Section 3.5), permit any ALICO AIA Entity to take any of the following actions: (a) any amendment of its articles of incorporation, bylaws or other similar organizational documents (whether by merger, consolidation or otherwise) in any materially adverse respect; (b) any splitting, combination or reclassification of any Equity Interest or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any Equity Interest, or redemption, repurchase or other acquisition or offer to redeem, repurchase, or otherwise acquire any Equity Interest, except for dividends and distributions by any of ALICOAIA’s subsidiaries or by any of PhilAm’s subsidiaries on a pro rata basis to the equity owners thereof which shall be permitted; (c) (i) any issuance, delivery or sale, or authorization of the issuance, delivery or sale of, any Equity Interests or (ii) amendment of any term of any Equity Interests (in each case, whether by merger, consolidation or otherwise); (d) any acquisition (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, of any assets, securities, properties, interests or businesses, other than (i) in the ordinary course of business of such ALICO AIA Entities in a manner that is consistent with past practice, including (1) the managing of the investment assets in the ordinary course of business by ALICO AIA, PhilAm or any of the Insurance SubsidiariesRegulated Subsidiaries and (2) AIA, PhilAm or any of the Regulated Subsidiaries effecting treasury and cash management functions conducted in the ordinary course of business, and (3) ordinary course reinsurance and co-insurance arrangements, (ii) any transaction among members of the AIA PhilAm Group, (iii) investments set forth in the Capital Expenditure Budget, (iv) Securities Lending Management, and (v) acquisitions with a purchase price (including any related assumed Indebtedness) that does not exceed $25 million individually or $50 million in the aggregate; (e) any sale, lease or other transfer, or creation or incurrence of any lien (other than Permitted Liens) (“Dispositions”) on, any assets, securities, properties, interests or businesses, other than (i) in the ordinary course of business in a manner that is consistent with past practice, including (1) the managing of the investment assets in the ordinary course of business by AIA, PhilAm or any of the Regulated Subsidiaries and (2) AIA, PhilAm or any of the Regulated Subsidiaries effecting treasury and cash management functions conducted in the ordinary course of business, and (3) ordinary course reinsurance and co-insurance arrangements, (ii) any transaction among members of the AIA PhilAm Group, (iii) Securities Lending Management, and (iv) Dispositions of assets, securities, properties, interests or businesses with a sale price (including any related assumed Indebtedness) that does not exceed $25 million individually or $50 million in the aggregate, (f) the creation, incurrence or assumption of any Indebtedness for borrowed money or guarantees thereof having an aggregate principal amount (together with all other Indebtedness of the AIA Entities) outstanding at any time greater than $500 million; provided, however, that (A) any refinancing (including any extension, renewal or exchange) of existing Indebtedness shall be permitted, so long as the principal amount of the existing Indebtedness being refinanced is equal to or more than the amount of any such new Indebtedness being incurred without regard to any unpaid accrued interest and premium thereon plus other reasonable fees incurred in connection with such refinancing, (B) loans or borrowing by members of the AIA PhilAm Group under currently available lines of credit shall be permitted, (C) intercompany loans, guarantees or advances made among members of the AIA PhilAm Group shall be permitted, (D) Securities Lending Management shall be permitted, and (E) other Indebtedness incurred or assumed in connection with the transactions permitted pursuant to any of Sections 3.4(d)(i)(1), (d)(i)(2), (d)(iii) or (d)(v) or Sections 3.4(e)(i)(1) or (e)(i)(2) shall be permitted; (g) (i) the grant or increase of any material severance or termination pay to (or amendment of any existing arrangement with) any current or former director, officer or employee other than in the ordinary course of business, as currently conducted, (ii) any material increase in benefits payable under any existing severance or termination pay policies, or employment agreements other than in the ordinary course of business, as currently conducted, (iii) the entering into of any material employment, deferred compensation or other similar agreement (or amendment of any such existing agreement) with any current or former director, officer or employee other than in the ordinary course of business, as currently conducted, (iv) the establishment, adoption or amendment of any material collective bargaining, bonus, profit-sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any current or former director, officer or employee other than in the ordinary course of business, as currently conducted or (v) any material increase in compensation, bonus or other benefits payable to any current or former director, officer or employee other than in the ordinary course of business, as currently conducted; provided, however, that Parent shall be permitted to transfer to one or more AIA Entities the employees described on Section 3.4(g) of the Disclosure Letter whose services primarily relate to the businesses of the AIA Entities, to the extent those transfers have not occurred prior to the Signing Date; (h) any material change in the methods of accounting, except as required by concurrent changes in GAAP, IFRS or SAP or applicable Law as agreed to by Parent’s independent public accountants; (i) any settlement or proposal to settle (i) any material litigation, investigation, arbitration, proceeding or other claim against or adversely affecting any AIA Entity, other than with respect to (A) claims under insurance policies within policy limits or (B) claims for a cash payment by an AIA Entity not in excess of $10 million, or (ii) any litigation, arbitration, proceeding or dispute involving, against or adversely affecting any AIA Entity that relates to any of the transactions contemplated by any of the Transaction Documents; (j) to the extent any of the following would materially and adversely affect the Company and any Material Subsidiary (as defined in the LLC Agreement but as of the Signing Date), the making or changing of any Tax election, the changing of any annual Tax accounting period, or adoption of or change to any method of Tax accounting, the filing of any amended Tax return, the entering into of any closing agreement, the settlement of any Tax claim or assessment, or the surrender of any right to claim a Tax refund, offset or other reduction in Tax liability; (k) the entering into of any Tax Sharing Agreement; or (l) any agreement, resolution or commitment to do any of the foregoing.

Interim Operating Covenants. From the Signing Date until the Closing, except Except as (ix) as consented to or approved by Buyer (the Purchaser in accordance with the procedures set forth in Section 3.5)writing, (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department and (iiiy) as set forth on Section 3.4 of the Disclosure Letter, Seller shall, and shall cause the ALICO Entities to, Schedule 10.4(a) or (Az) comply with the covenants set forth in Articles 5 and 6 of the Credit Agreement (in the case of the ALICO Entities, to the extent already applicable pursuant to the terms thereof) and (B) except as required or otherwise expressly contemplated permitted by this Agreement, from the date hereof until the Closing, the Sellers (i) shall not take any action that would be reasonably likely to cause the Sellers' representations and warranties herein to be untrue in connection with any material respect, (ii) shall conduct the Restructuring and for regulatory restrictions and events arising out of the financial events concerning Seller as announced by Seller on September 16, 2008, conduct its business Businesses only in the ordinary course consistent with past practice and Ordinary Course of Business, (iii) shall use commercially their reasonable best efforts to preserve its intact the present business organization, maintain in effect all organization of its Permitsthe Businesses, keep available the services of its directors, officers the Businesses' present management and key employees, maintain satisfactory employees and preserve their relationships with its clients, suppliers, customers, agents, bancassurance partners, reinsurers, lenders, suppliers lenders and others having material business relationships dealings with itthem (including, and manage its working capital in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, from the Signing Date until the Closing, except: (i) as expressly contemplated by this Agreement or any of the other Transaction Documents, (ii) to the extent required or prohibited by applicable Law or by any regulatory requirementconsistent with the provisions of this Agreement, directive or order of any Department, (iii) as set forth on Section 3.4 of the Disclosure Lettertheir respective Affiliates), (iv) in connection with shall use their reasonable best efforts to maintain the Restructuring or (v) as a result of any agreement between Buyer and Seller, Seller shall not, except as consented to by Buyer (in accordance with the procedures set forth in Section 3.5), permit any ALICO Entity to take any of the following actions: (a) any amendment of its articles of incorporation, bylaws or other similar organizational documents (whether by merger, consolidation or otherwise) in any materially adverse respect; (b) any splitting, combination or reclassification of any Equity Interest or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any Equity Interest, or redemption, repurchase or other acquisition or offer to redeem, repurchase, or otherwise acquire any Equity Interest, except for dividends and distributions by any of ALICO’s subsidiaries on a pro rata basis to the equity owners thereof which shall be permitted; (c) (i) any issuance, delivery or sale, or authorization of the issuance, delivery or sale of, any Equity Interests or (ii) amendment of any term of any Equity Interests (in each case, whether by merger, consolidation or otherwise); (d) any acquisition (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, of any assets, securities, properties, interests or businesses, other than (i) Purchased Assets in the ordinary course Ordinary Course of business of such ALICO Entities in a manner that is Business consistent with past practice, including reasonable wear and tear excepted, and (1v) shall not take or permit (to the managing extent within the Sellers' control) any action that could reasonably be expected to result in (A) a Material Adverse Change in respect of the investment assets Businesses or the Purchased Assets or, which could reasonably be expected to result in the ordinary course commencement of business by ALICO any involuntary case under the Bankruptcy Code, or the occurrence of any Bankruptcy Action, involving any Seller or any of their respective Subsidiaries, or (B) which could reasonably be expected to result in the Insurance Subsidiaries,failure of any of the conditions set forth in Article VIII to be satisfied. Without limiting the foregoing, except as contemplated by this Agreement, including Schedule 10.4(a), the Sellers shall not, and shall cause their respective Subsidiaries and Affiliates not to, without the prior written consent of the Purchaser: (i) permit or allow any of the assets that will be Purchased Assets to be subjected to any Encumbrance, except for (x) Permitted Encumbrances, (y) the Bank Debt and (z) Encumbrances that are part of the Assumed Liabilities as of the date of this Agreement; (ii) sell, transfer, license, lease or otherwise dispose of or agree to dispose of (including by the granting of an option, conditional sale agreement or otherwise), or acquire or agree to acquire, any assets that would be Purchased Assets except in the Ordinary Course of Business and then only to the extent such assets have a value, individually or in the aggregate, not in excess of $50,000, or sell, transfer, license, lease or otherwise dispose of or agree to dispose of any Servicing Rights; (iii) amend or modify their charter, bylaws or partnership agreement, as the case may be, if such amendment or modification would have an adverse affect on the Businesses, the Purchased Assets or this Agreement and the transactions contemplated hereby; (iv) except as required by any Contract or applicable Law, grant any increase or implement any decrease in the compensation of Employees of the Businesses (including any such increase pursuant to any bonus, pension, profit-sharing or other plan

Interim Operating Covenants. From the Signing Date date hereof until the ClosingClosing Date, except (i) as consented to by Buyer (in accordance with the procedures set forth in Section 3.5), (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department and (iii) as set forth on Section 3.4 of the Disclosure Letter, Seller Company shall, and shall cause the ALICO Entities Sellers and the Restricted Affiliates to, , (Ax) comply with conduct the covenants set forth in Articles 5 and 6 of the Credit Agreement (in the case of the ALICO Entities, to the extent already applicable pursuant to the terms thereof) and (B) except as expressly contemplated by this Agreement, in connection with the Restructuring and for regulatory restrictions and events arising out of the financial events concerning Seller as announced by Seller on September 16, 2008, conduct its business Business in the ordinary course of business consistent with past practice in all material respects and (y) use commercially reasonable best efforts to maintain and preserve intact its present business current Business organization, maintain in effect all operations and franchise and to preserve the rights, franchises, goodwill and relationships of its Permits, keep available the services of its directors, officers and key employees, maintain satisfactory relationships with its customers, agents, bancassurance partners, reinsurers, lenders, suppliers suppliers, regulators and others having material business relationships with itthe Business (solely to the extent Exclusively Related to the Business). Without limiting the foregoing, without the prior written consent of the Purchaser (not to be unreasonably withheld, conditioned or delayed), between the date hereof and the Closing Date, the Company shall not, and manage its working capital shall cause the Sellers and the Restricted Affiliates not to, except as required by the terms of this Agreement, as set forth in Section 7.6 of the Disclosure Schedules, or as required by applicable Law, directly or indirectly, take any of the following actions with respect to the Business or the Purchased Assets: (a) sell, lease, sublease, pledge, assign or otherwise transfer or otherwise dispose of any material Purchased Assets; (b) create or incur any Lien (other than any Permitted Lien) on any Purchased Assets; (c) commence any Action or settle, or offer or propose to settle, any Action or other claim involving or against any Seller or any of their Affiliates as it relates to the Purchased Assets, the Business, the Business Employees or the Top Current Customers or Top Current Vendors (other than ordinary course collection matters or matters involving the payment with respect to such matter of $500,000 or less); (d) amend or materially modify or terminate any Assigned Contract or Non-Assigned Contract or intentionally waive or release any rights, claims or benefits of such Seller thereunder, except in each case as required by applicable Law, except for (i) any amendment or renewal on substantially similar or more favorable terms, in the aggregate, to the benefit of the Sellers or (ii) any amendment or renewal in the ordinary course of business; (e) enter into any agreement or arrangement that expressly limits or otherwise restricts the Business from (i) engaging or competing in any line of business, in any location or with any Person or (ii) charging certain prices pursuant to a most-favored-nation or similar clause; (f) other than in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, from the Signing Date until the Closing, except: (i) as expressly contemplated by this Agreement change or revoke any of material Tax election with respect to the other Transaction DocumentsPurchased Assets, the Business or ShareFile, (ii) file any amended material Tax Return with respect to the extent Purchased Assets, the Business or ShareFile, or (iii) settle or compromise any material Tax proceeding relating to the Purchased Assets, the Business or ShareFile; (g) except as required or prohibited by applicable Law or by any regulatory requirement, directive or order the terms of any DepartmentSeller Plan or any ShareFile Plan, (iiiA) as set forth on Section 3.4 of grant or announce any increase in the Disclosure Lettersalaries, (iv) in connection with the Restructuring bonuses, annual long-term incentive awards, equity compensation, or (v) as a result of other compensation or benefits payable by any agreement between Buyer and Seller, Seller shall not, except as consented to by Buyer (in accordance with the procedures set forth in Section 3.5), permit any ALICO Entity to take or any of the following actions: (a) its Affiliates to any amendment of its articles of incorporation, bylaws or other similar organizational documents (whether by merger, consolidation or otherwise) in any materially adverse respect; (b) any splitting, combination or reclassification of any Equity Interest or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any Equity Interest, or redemption, repurchase or other acquisition or offer to redeem, repurchase, or otherwise acquire any Equity Interest, except for dividends and distributions by any of ALICO’s subsidiaries on a pro rata basis to the equity owners thereof which shall be permitted; (c) (i) any issuance, delivery or sale, or authorization of the issuance, delivery or sale of, any Equity Interests or (ii) amendment of any term of any Equity Interests (in each case, whether by merger, consolidation or otherwise); (d) any acquisition (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, of any assets, securities, properties, interests or businessesBusiness Employee, other than any increase in salaries (iand commensurate increases in target annual bonus opportunities) in the ordinary course of business of such ALICO Entities in a manner that is consistent with past practice, including (1B) establish, adopt, enter into, materially amend or terminate any ShareFile Plan or broad-based Seller Plan applicable to the managing Business unless such action will apply uniformly to all other similarly situated employees of the investment assets Sellers or their Affiliate, (C) accelerate the time of payment, vesting or funding of compensation or benefits due to or held by any Business Employee, (D) adopt, renew, amend or enter into any Collective Bargaining Agreement covering any Business Employees, (E) hire or promote any Business Employee (other than ordinary course promotions or to fill vacancies that arise in the Business), or (F) terminate or suspend any Business Employee (other than for cause); (h) implement any “employment losses” as such term is defined in the WARN Act that would trigger the notice obligations of the WARN Act; (i) other than in the ordinary course of business by ALICO consistent with past practice, enter any material Contract, agreement or arrangement with any dealer, sales representative, original equipment manufacturer, value added reseller, distribution, marketing or development Contract; (j) (i) sell, assign, transfer, license, abandon, cancel, permit to lapse or enter the public domain, or otherwise dispose of any material Purchased Intellectual Property or (ii) disclose to any Person any confidential material Purchased Intellectual Property or other material confidential information Exclusively Related to the Business, except pursuant to binding and enforceable written obligations of confidentiality in the ordinary course of business consistent with past practice; (k) adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization, disposition (of assets or equity) or other reorganization of the Sellers or ShareFile; (l) take any action or omit to take any action that is reasonably likely to result in any of the Insurance Subsidiaries,conditions to the closing set forth in ‎Section 4.2 hereof not being satisfied; (m) take any action or omit to take any action that would reasonably be expected to, directly or indirectly, cause any Transferred Permit to not be valid and in full force and effect, or otherwise cause any Transferred Permit to be subject to any pending or threatened proceeding to revoke, limit, modify, terminate, suspend, impair, cancel, deny renewal, or declare such Transferred Permit invalid in any respect; (n) amend the Organizational Documents of ShareFile; (o) incur or assume any material Indebtedness or guarantee any material Indebtedness related to the Business or Purchased Assets, other than in the ordinary course of business; (p) amend, terminate or waive any material rights with regard to any Purchased Assets; (q) enter into any Contract that is or would have been a Material Contract if such Contract were in effect on or prior to the date hereof, or modify, amend, terminate or grant any Consent or waiver under any Contract that is or would have been a Material Contract if it were in effect on the date hereof; (r) make any material capital expenditures that would constitute an Assumed Liability; (s) pay, loan or advance any amount to, or sell, transfer or lease any of the Purchased Assets to, or enter into any agreement or arrangement with any Affiliate outside of the ordinary course of business; (t) other than in the ordinary course of business consistent with past practice, sell, lease, license or otherwise dispose of any Purchased Assets; (u) make any loan to (or forgive any loan to) any current or former Business Employees; (v) enter into, amend, modify or waive any material provision of any Bundled Contract to the extent such provision is Exclusively Related to the Business or extends the post-Closing period during which Purchaser would potentially be obligated to provide Services (as such term is defined in the Hosting and Support Agreement); (w) make any material change in any method of accounting or accounting practice for the Business, except as required by GAAP; (x) enter into any Contract with regard to the Business that would require the consent of the counterparty thereto in connection with the transactions contemplated hereunder; or (y) authorize, or agree or commit to do or take, whether in writing or otherwise, any of the foregoing.

Interim Operating Covenants. (a) From the Signing Date date hereof until the Closing, except earlier of (i) as consented the lapse of the Takeover Offer pursuant to by Buyer (Section 7.6(b) or the termination of this Agreement in accordance with the procedures set forth in Section 3.5)27, and (ii) the Closing (the “Pre-Closing Period”), to the extent required or prohibited by this is legally permitted under applicable Law or by any regulatory requirementand subject in each case to Section 19.2, directive or order of any Department and (iii) as set forth on Section 3.4 of the Disclosure Letter, Seller Company shall, and shall cause use best efforts to procure that the ALICO Entities to, (A) comply with other Group Companies will, in each case unless the covenants set forth Bidder has granted its prior written consent, such consent not to be unreasonably withheld or delayed or unless included in Articles 5 and 6 Section I of the Credit Agreement (Company Disclosure Letter, carry on its and their respective business in the case of the ALICO Entities, to the extent already applicable pursuant to the terms thereof) and (B) except as expressly contemplated by this Agreement, in connection with the Restructuring and for regulatory restrictions and events arising out of the financial events concerning Seller as announced by Seller on September 16, 2008, conduct its business all material respects in the ordinary course consistent with past practice practice, including the current strategy; and (b) During the Pre-Closing Period, to the extent this is legally permitted under applicable Law and use commercially reasonable efforts subject in each case to preserve Section 19.2, the Company shall, and shall procure that the other Group Companies will, in each case unless the Bidder has granted its present business organizationprior written consent, maintain such consent not to be unreasonably withheld or delayed or unless included in Section I of the Company Disclosure Letter, refrain from any of the following: (i) proposing to the general meeting any amendment to the Company’s articles of association or amending, to the extent this is within the Company’s control, organizational documents of other Group Companies; (ii) (A) issuing any new Company Shares or any other securities exercisable for or convertible into Company Shares (except that the Company may issue Company Shares as required to be issued upon the exercise or settlement of Stock Options, Performance Share Unit Awards or Restricted Stock Unit Awards outstanding as of the date hereof pursuant to the terms thereof (as in effect all as of the date hereof) or in respect of the Conditional Conversion Right) or (B) in the case of any Subsidiary of the Company, issuing or selling any equity securities of such Subsidiary other than to the Company or any other member of the Group; (iii) repurchasing or redeeming any of the Company Shares, other than: (A) repurchases of Company Shares outstanding as of the date hereof pursuant to the Company’s right (under written commitments in effect as of the date hereof) to purchase Company Shares held by an employee of the Group upon termination of such person’s employment or engagement by the Company; (B) repurchases or forfeitures pursuant to the terms of any Stock Option Program, Performance Share Unit Program or Restricted Stock Unit Program as in effect on the date hereof; or (C) in connection with withholding to satisfy the exercise price and/or Tax obligations with respect to the Stock Option Programs, Performance Share Unit Programs or Restricted Stock Unit Programs as in effect on the date hereof; (iv) splitting, combining, subdividing or reclassifying any Company Shares or other equity interests; (v) accepting the Takeover Offer for any Treasury Shares; Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (vi) effecting any changes to the corporate structure of the Company or any other Group Company (in each case other than with another Group Company) including any transformation transaction (umwandlungsrechtliche Maßnahme) pursuant to the German Transformation Act; (vii) entering into any enterprise agreements (Unternehmensverträge) pursuant to Sections 291 and 292 German Stock Corporation Act (in each case other than with another Group Company); (viii) establishing a record date for, declaring, setting aside or paying any dividend or making any other distribution in respect of any shares of its Permitscapital stock (including the Company Shares) or proposing to its shareholders the payment of any dividend or making any other distribution in respect of any Company Shares; (ix) except as contemplated by Section 14 or as required under any Employee Plan (A) granting any increase in compensation, keep available bonuses or other benefits to any Company Service Provider, (B) granting any severance, termination protection, change in control, retention or similar compensation or benefits to any Company Service Provider, (C) granting, paying or awarding any bonuses, incentive compensation, Company Incentive Awards or any other equity or equity-based compensation to any Company Service Provider, (D) hiring, promoting or terminating (other than for cause) the services employment or service of its directorsany Company Service Provider, officers except that the Company (1) may provide increases in salary, wages or benefits to non-executive officer employees in the ordinary course of business consistent with past practice of up to 3.5% in the aggregate; (2) may amend any Employee Plans to the extent required by applicable Law; (3) may make usual and key employees, maintain satisfactory relationships with its customers, agents, bancassurance partners, reinsurers, lenders, suppliers and others having material business relationships with it, and manage its working capital customary annual or quarterly bonus payments in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, from the Signing Date until the Closing, except: ; and (i4) as expressly contemplated by this Agreement or any of the other Transaction Documents, (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department, (iii) as set forth on Section 3.4 of the Disclosure Letter, (iv) in connection may enter into employment agreements with the Restructuring or (v) as a result of any agreement between Buyer non-executive officer employees and Seller, Seller shall not, except as consented to by Buyer (in accordance with the procedures set forth in Section 3.5), permit any ALICO Entity to take any of the following actions: (a) any amendment of its articles of incorporation, bylaws or other similar organizational documents (whether by merger, consolidation or otherwise) in any materially adverse respect; (b) any splitting, combination or reclassification of any Equity Interest or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any Equity Interest, or redemption, repurchase or other acquisition or offer to redeem, repurchase, or otherwise acquire any Equity Interest, except for dividends and distributions by any of ALICO’s subsidiaries on a pro rata basis to the equity owners thereof which shall be permitted; (c) (i) any issuance, delivery or sale, or authorization of the issuance, delivery or sale of, any Equity Interests or (ii) amendment of any term of any Equity Interests (in each case, whether by merger, consolidation or otherwise); (d) any acquisition (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, of any assets, securities, properties, interests or businesses, other than (i) consultants in the ordinary course of business of such ALICO Entities consistent with past practice; (x) (A) amending or modifying any Material Contract in a manner that is adverse in any material respect to the Group Companies or the development, manufacture or commercialization of any Company Product, (B) voluntarily terminating any Material Contract or permitting any Material Contract to expire (except automatic expirations that occur by the operation of the terms of any such Material Contract) or (C) entering into or renewing any Material Contract except of the type described in Section 9(c) or 9(m) of Annex 17.1 so long as it is not referenced in any other clause of Section 9 of Annex 17.1 (it being understood, for the avoidance of doubt, that this Section 19.1(b)(x) shall not be construed to restrict any action that is specifically the subject of and permitted by any of sub-paragraph of Section 19.1(b)); (xi) entering into any joint venture, partnership, collaboration or similar arrangement; (xii) except in the ordinary course of business consistent with past practice, making capital expenditures that exceed EUR 1,000,000.00 in the aggregate; (xiii) incurring, assuming or guaranteeing any new Indebtedness for borrowed money (i.e., excluding refinancings) exceeding EUR 1,000,000.00 in the aggregate; Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (xiv) purchasing, acquiring, leasing, licensing, sublicensing, pledging, selling or otherwise disposing of, divesting or spinning-off, abandoning, waiving, relinquishing or permitting to lapse, transferring, assigning or encumbering any material right (including, for the avoidance of doubt, rights to receive royalties or other payments with respect to any collaboration, out-license or other Contract to which the Bidder or any of its Affiliate is party) or other material asset or property (including investments in material intangible assets, fixed assets or financial assets), other than Intellectual Property Rights, which are addressed in Section 19.1(b)(xvi); provided that the foregoing shall not apply (1A) to dispositions of obsolete, surplus or worn out assets that are no longer useful in the managing conduct of the investment business of the Group, (B) transactions between Group Companies, (C) with respect to pledges, sales or other dispositions constituting Encumbrances created or incurred in connection with any indebtedness permitted to be established or incurred pursuant to Section 19.1(b)(xiii) or (D) sales or other dispositions of assets or properties having a fair market value of less than EUR 1,000,000.00 individually (and not more than EUR 5,000,000.00 in the aggregate); (xv) lending money or making capital contributions or advances to or making investments (except for Treasury investments in financial assets in the ordinary course of business by ALICO consistent with past practice) in, any Person (other than another Group Company), in excess of EUR 100,000.00 in the aggregate and except for (A) advances to directors, employees and consultants for travel and other business related expenses in the ordinary course of business consistent with past practice and in compliance with the Company’s policies related thereto and (B) advances of expenses as required under any Group Company’s articles of association or similar organizational documents; (xvi) acquiring, selling, divesting, transferring, assigning, in-licensing, out-licensing, sublicensing, granting a covenant not to assert or release with respect to, cancelling, abandoning, letting lapse, failing to diligently prosecute or using commercially reasonable efforts to enforce, creating or incurring any Encumbrance (other than a Permitted Encumbrance) on, or otherwise disposing of, any material Company IP (including, for the avoidance of doubt, (1) any Company IP that is the subject of any collaboration, out-license or other Contract to which the Bidder or any of its Affiliates is party and (2) any Company IP that claims, covers or is otherwise incorporated in any Company Product), in each case, other than (A) pursuant to non-exclusive licenses granted in the Insurance ordinary course of business or (B) the abandonment, disposal, lapse or expiration of Company IP at the end of their statutory terms; (xvii) (A) terminating any clinical trial with respect to any Company Product that is ongoing as of the date of the Agreement or (B) commencing (alone or with any other Person) any new clinical trial with respect to any Company Product; (xviii) except as required by applicable Law or IFRS, (A) making any material change to any accounting method or accounting period used for Tax purposes that has a material effect on Taxes; (B) making, rescinding or changing any material Tax election; (C) filing a material amended Tax Return; (D) entering into a closing agreement with any governmental agency regarding any material Tax liability or assessment; (E) settling, compromising or consenting to any material Tax claim or assessment or surrendering a right to a material Tax refund; or (F) waiving or extending the statute of limitations with respect to any material Tax or material Tax Return, other than automatic waivers or extensions obtained in the ordinary course of business; Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (xix) entering into binding obligations concerning any M&A transactions which have not been communicated or otherwise known to the public markets prior to the date hereof; (xx) [Reserved] (xxi) settling, releasing, waiving or compromising any Legal Proceeding or other claim (or threatened Legal Proceeding or other claim) against any Group Company, other than any settlement, release, waiver or compromise that (A) results solely in monetary obligations involving only the payment of monies by the Group Companies of not more than EUR 1,000,000.00 in the aggregate (excluding monetary obligations that are funded by an indemnity obligation to, or an insurance policy of, any Group Company) and (B) does not result in any material non-monetary obligation of or restrictions on any Group Company or the admission of fault, wrongdoing or violation of any Law by any Group Company; provided that the settlement, release, waiver or compromise of any Legal Proceeding or claim brought by the shareholders of the Company against the Company and/or its directors relating to the Takeover or a breach of this Agreement or any other agreements contemplated hereby shall be subject to Section 24; (xxii) proposing to the general meeting a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any of the Group Companies; and/or (xxiii) entering into any agreement to take, or commit to take, any of the foregoing actions. (c) To the extent this is legally permitted under applicable Law and subject in each case to Section 19.2, the Company shall, and shall procure that the other Group Companies will, in each case unless the Bidder has granted its prior written consent, such consent not to be unreasonably withheld or delayed, take the actions set forth in Schedule 19.1(c) hereto. (d) To the extent this is legally permitted under applicable Law and subject in each case to Section 19.2, the Company shall, and shall procure that the other Group Companies will, use best efforts to effect the matter set forth on Schedule 19.1(d) hereto (the “Specified Matter”). The Company shall provide the Parent and its Affiliates with a reasonable opportunity to review and comment on all purchase or similar agreements and all amendments, waivers, consents or similar instruments and all other agreements or documents to effectuate or otherwise entered into in connection with the effectuation of the Specified Matter, which shall in all cases be in form and substance and on terms (including any financial terms) reasonably acceptable to the Parent. Notwithstanding the foregoing, nothing contained in this Section 19.1 or elsewhere in this Agreement shall give to the Parent or the Bidder, directly or indirectly, rights to control or direct the operations of the Group Companies prior to the Closing. Prior to the Closing, each of the Parent, the Bidder and the Company shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its and its, if applicable, Subsidiaries,’ respective operations.

Interim Operating Covenants. From the Signing Date until the Closing, except (i) as consented to by Buyer (in accordance with the procedures set forth in Section 3.5), (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department and (iii) as set forth on Section 3.4 of the Disclosure Letter, Seller Parent shall, and shall cause the ALICO AIA Entities to, , (A) comply with the covenants set forth in Articles 5 and 6 of the Credit Agreement (in the case of the ALICO AIA Entities, to the extent already applicable pursuant to the terms thereof) and (B) except as expressly contemplated by this Agreement, in connection with the Restructuring and for regulatory restrictions and events arising out of the financial events concerning Seller Parent as announced by Seller Parent on September 16, 2008, conduct its business in the ordinary course consistent with past practice and use commercially reasonable efforts to preserve its present business organization, maintain in effect all of its Permits, keep available the services of its directors, officers and key employees, maintain satisfactory relationships with its customers, agents, bancassurance partners, reinsurers, lenders, suppliers and others having material business relationships with it, and manage its working capital in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, from the Signing Date until the Closing, except: (i) as expressly contemplated by this Agreement or any of the other Transaction Documents, (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department, (iii) as set forth on Section 3.4 of the Disclosure Letter, (iv) in connection with the Restructuring or (v) as a result of any agreement between Buyer and SellerParent, Seller Parent shall not, except as consented to by Buyer (in accordance with the procedures set forth in Section 3.5), permit any ALICO AIA Entity to take any of the following actions: (a) any amendment of its articles of incorporation, bylaws or other similar organizational documents (whether by merger, consolidation or otherwise) in any materially adverse respect; (b) any splitting, combination or reclassification of any Equity Interest or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any Equity Interest, or redemption, repurchase or other acquisition or offer to redeem, repurchase, or otherwise acquire any Equity Interest, except for dividends and distributions by any of ALICOAIA’s subsidiaries or by any of PhilAm’s subsidiaries on a pro rata basis to the equity owners thereof which shall be permitted; (c) (i) any issuance, delivery or sale, or authorization of the issuance, delivery or sale of, any Equity Interests or (ii) amendment of any term of any Equity Interests (in each case, whether by merger, consolidation or otherwise); (d) any acquisition (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, of any assets, securities, properties, interests or businesses, other than (i) in the ordinary course of business of such ALICO AIA Entities in a manner that is consistent with past practice, including (1) the managing of the investment assets in the ordinary course of business by ALICO AIA, PhilAm or any of the Insurance SubsidiariesRegulated Subsidiaries and (2) AIA, PhilAm or any of the Regulated Subsidiaries effecting treasury and cash management functions conducted in the ordinary course of business, and (3) ordinary course reinsurance and co-insurance arrangements, (ii) any transaction among members of the AIA PhilAm Group, (iii) investments set forth in the Capital Expenditure Budget, (iv) Securities Lending Management, and (v) acquisitions with a purchase price (including any related assumed Indebtedness) that does not exceed $25 million individually or $50 million in the aggregate; (e) any sale, lease or other transfer, or creation or incurrence of any lien (other than Permitted Liens) (“Dispositions”) on, any assets, securities, properties, interests or businesses, other than (i) in the ordinary course of business in a manner that is consistent with past practice, including (1) the managing of the investment assets in the ordinary course of business by AIA, PhilAm or any of the Regulated Subsidiaries and (2) AIA, PhilAm or any of the Regulated Subsidiaries effecting treasury and cash management functions conducted in the ordinary course of business, and (3) ordinary course reinsurance and co-insurance arrangements, (ii) any transaction among members of the AIA PhilAm Group, (iii) Securities Lending Management, and (iv) Dispositions of assets, securities, properties, interests or businesses with a sale price (including any related assumed Indebtedness) that does not exceed $25 million individually or $50 million in the aggregate, (f) the creation, incurrence or assumption of any Indebtedness for borrowed money or guarantees thereof having an aggregate principal amount (together with all other Indebtedness of the AIA Entities) outstanding at any time greater than $500 million; provided, however, that (A) any refinancing (including any extension, renewal or exchange) of existing Indebtedness shall be permitted, so long as the principal amount of the existing Indebtedness being refinanced is equal to or more than the amount of any such new Indebtedness being incurred without regard to any unpaid accrued interest and premium thereon plus other reasonable fees incurred in connection with such refinancing,

Interim Operating Covenants. From the Signing Date date hereof until the Closingearlier of the Closing Date or termination of this Agreement in accordance with Article XI, except (i) as consented to required by Buyer (in accordance with the procedures set forth in Section 3.5)applicable Law or any Governmental Entity, (ii) to the extent required as otherwise provided in this Agreement or prohibited by applicable Law or by any regulatory requirementan Ancillary Agreement, directive or order of any Department and (iii) for repayments, redemptions, refinancings or repurchases of loans or other obligations under the Funded Indebtedness, (iv) as set forth on Section 3.4 6.5 of the Disclosure LetterSchedules or (v) consented to in writing by Buyer, which consent may not unreasonably be withheld, conditioned or delayed, Seller shall, and shall cause the ALICO Company Entities to, to (Aa) comply with conduct the covenants set forth in Articles 5 and 6 of the Credit Agreement (Business in the case Ordinary Course of the ALICO Entities, to the extent already applicable pursuant to the terms thereof) Business in all material respects; and (Bb) except as expressly contemplated by this Agreement, in connection with the Restructuring and for regulatory restrictions and events arising out of the financial events concerning Seller as announced by Seller on September 16, 2008, conduct its business in the ordinary course consistent with past practice and use commercially reasonable efforts to maintain the Business and to preserve its present business organizationthe rights, maintain in effect all goodwill and relationships of its Permits, keep available the services of its directors, officers and key employees, maintain satisfactory relationships with its customers, agents, bancassurance partners, reinsurers, lenders, suppliers suppliers, regulators and others having material business relationships with it, the Company Entities. In addition to and manage its working capital in the ordinary course of business consistent with past practice. Without without limiting the generality of the foregoing, from the Signing Date date hereof until the Closingearlier of the Closing and termination of this Agreement in accordance with Article XI, except: except (i) as expressly contemplated required by this Agreement applicable Law or any of the other Transaction DocumentsGovernmental Entity, (ii) to the extent required as otherwise provided in this Agreement or prohibited by applicable Law or by any regulatory requirement, directive or order of any Departmentan Ancillary Agreement, (iii) as set forth on Section 3.4 6.5 of the Disclosure Letter, Schedules or (iv) consented to in connection with the Restructuring writing by Buyer, which consent may not unreasonably be withheld, conditioned or (v) as a result of any agreement between Buyer and Sellerdelayed, Seller shall not, except as consented to by Buyer and shall cause the Company Entities not to, take any action (in accordance with the procedures set forth in Section 3.5), permit any ALICO Entity or omit to take any action) that would be required to be set forth on Section 3.8 of the following actions: (a) any amendment of its articles of incorporation, bylaws or other similar organizational documents (whether by merger, consolidation or otherwise) in any materially adverse respect; (b) any splitting, combination or reclassification of any Equity Interest or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any Equity Interest, or redemption, repurchase or other acquisition or offer to redeem, repurchase, or otherwise acquire any Equity Interest, except for dividends and distributions by any of ALICO’s subsidiaries on a pro rata basis Disclosure Schedules if such action had been taken prior to the equity owners thereof which shall be permitted; (c) (i) any issuance, delivery or sale, or authorization of the issuance, delivery or sale of, any Equity Interests or (ii) amendment of any term of any Equity Interests (in each case, whether by merger, consolidation or otherwise); (d) any acquisition (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, of any assets, securities, properties, interests or businesses, other than (i) in the ordinary course of business of such ALICO Entities in a manner that is consistent with past practice, including (1) the managing of the investment assets in the ordinary course of business by ALICO or any of the Insurance Subsidiaries,date hereof.

Interim Operating Covenants. (a) From the Signing Date date of this Agreement until the Closingearlier of (x) the Closing and (y) the valid termination of this Agreement pursuant to Article VIII (the “Pre-Closing Period”), except as set forth on Schedule 7.1(a), Seller and the Company shall cause the Company to: (i) as consented to by Buyer (operate its businesses only in accordance the usual and ordinary course of business and preserve the goodwill and organization of its businesses and the relationships with the procedures set forth in Section 3.5)its customers, suppliers, employees and other business relations, (ii) to the extent required or prohibited by applicable Law or by any regulatory requirementmaintain its assets in good operating condition and repair in accordance with past practices (normal wear and tear excepted), directive or order of any Department and (iii) as set forth maintain insurance reasonably comparable to that in effect on Section 3.4 the date of the Disclosure LetterLatest Balance Sheet, Seller shall, (iv) maintain inventory and shall cause the ALICO Entities to, (A) comply with the covenants set forth in Articles 5 supplies at customary and 6 of the Credit Agreement (in the case of the ALICO Entities, to the extent already applicable pursuant to the terms thereof) and (B) except as expressly contemplated by this Agreement, in connection with the Restructuring and for regulatory restrictions and events arising out of the financial events concerning Seller as announced by Seller on September 16, 2008, conduct its business in the ordinary course adequate operating levels consistent with past practice and use commercially reasonable efforts to preserve its present business organizationreplace, in accordance with past practice, any inoperable, worn out, damaged or obsolete assets with modern assets of at least comparable quality, (v) maintain in effect all of its Permits, keep available the services of its directors, officers current assets and key employees, maintain satisfactory relationships with its customers, agents, bancassurance partners, reinsurers, lenders, suppliers and others having material business relationships with it, and manage its working capital in the ordinary course of business current liabilities at a level consistent with past practice. ; (vi) maintain its books, accounts and records in accordance with past custom and practice as used in the preparation of the Latest Balance Sheet and the Financial Statements described in Section 3.5 (including, for the avoidance of doubt, maintaining any accounting principles, policies, procedures, methodologies and practices), (vii) make capital expenditures in a manner consistent with past practice; and (viii) maintain in full force and effect the existence of all Company Proprietary Rights owned by the Company. (b) Without limiting the generality of the foregoingSection 7.1(a) above, from the Signing Date until prior to the Closing, except: (i) as expressly contemplated by this Agreement or any of the other Transaction Documents, (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department, (iii) except as set forth on Section 3.4 of the Disclosure Letter, (iv) in connection with the Restructuring or (v) as a result of any agreement between Buyer and SellerSchedule 7.1(b), Seller and the Company shall not, except as consented cause the Company to by Buyer (in accordance with the procedures set forth in Section 3.5), permit any ALICO Entity not take or omit to take any action that would have required disclosure pursuant to Section 3.7 if such action had been taken prior to the date of this Agreement or would otherwise result in a breach of any of the following actions: (a) any amendment of its articles of incorporationrepresentations, bylaws warranties or other similar organizational documents (whether covenants made by merger, consolidation or otherwise) in any materially adverse respect; (b) any splitting, combination or reclassification of any Equity Interest or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) in with respect of any Equity Interest, or redemption, repurchase or other acquisition or offer to redeem, repurchase, or otherwise acquire any Equity Interest, except for dividends and distributions by any of ALICO’s subsidiaries on a pro rata basis to the equity owners thereof which shall be permitted;Company in this Agreement. (c) (i) any issuanceDuring the Pre-Closing Period, delivery or saleSeller and the Company shall grant, or authorization and cause their respective officers, managers, directors, employees, attorneys, accountants, representatives and other agents to grant, to Buyer and its authorized representatives, accountants, attorneys and potential lenders, as well as their respective officers, employees, Affiliates and other agents, reasonable access, during normal business hours and upon reasonable notice, to the personnel, properties, customers, suppliers, lessors, books and records of the issuanceCompany. In addition, delivery or sale ofduring the Pre-Closing Period, any Equity Interests or (ii) amendment Seller and the Company shall report to Buyer, as and when requested, concerning the status of any term the operations, finances and affairs of any Equity Interests (in each case, whether by merger, consolidation or otherwise);Seller and the Company. (d) any acquisition Seller and the Company shall not (by mergerand Seller shall cause its and the Company’s respective Affiliates, consolidationequityholders, acquisition of stock or assets or otherwiseofficers, directors, managers, employees, agents, consultants, financial advisors, accountants, legal counsel and other representatives not to), directly or indirectly, (i) submit, solicit, initiate, encourage or discuss any proposal or offer from any Person (other than Buyer and its Affiliates in connection with the transactions contemplated by this Agreement) or enter into any Contract or accept any offer relating to or consummate any (A) reorganization, liquidation, dissolution or recapitalization of the Company, (B) merger or consolidation involving the Company, (C) purchase or sale of any assetsassets or Equity Securities (or any rights to acquire, securitiesor securities convertible into or exchangeable for, properties, interests or businessesany such Equity Securities) of the Company, other than (i) the sale of inventory to customers in the ordinary course of business, or (D) similar transaction or business of such ALICO Entities in a manner that is consistent with past practice, including combination involving the Company or its businesses or assets (1) the managing each of the investment assets foregoing transactions described in the ordinary course of business clauses (A) through (D), a “Company Transaction”) or (ii) furnish any information with respect to, assist or participate in or facilitate in any other manner any effort or attempt by ALICO any Person (other than Buyer and its Affiliates) to do or seek to do any of the Insurance Subsidiaries,foregoing. Seller and the Company agrees to notify ▇▇▇▇▇ immediately if any Person makes any proposal, offer, inquiry or contact with respect to a Company Transaction.