2. BAM Assignment to BAM Reinsurance.
(a) On and as of the date specified in writing by BAM to AEL as the effective date of the assignment and assumption described in this Section 2 (the “BAM Assignment Effective Date”), which will be substantially simultaneously with, or immediately prior to, the consummation of the Reorganization Transactions (as defined below), BAM shall hereby automatically assign, transfer and convey to BAM Reinsurance, and BAM Reinsurance shall hereby automatically accept, all of BAM’s right, title and interest in and to the Investment Agreement; provided that BAM shall remain bound by, and BAM and BAM Reinsurance shall hereby automatically be jointly and severally liable for, the Purchaser’s obligations pursuant to Section 1.2, Section 2.1(b), Section 2.3(b), Section 4.3(b), Section 7.4(b), Section 7.5, Section 7.6, Section 7.7, Section 7.9, Section 7.10 and Sections 11 through 21 of the Investment Agreement (such obligations, collectively, the “BAM Retained Obligations”) (the assignment and assumption under the preceding sentence being the “BAM Assignment”). In furtherance of the foregoing, (i) from and after the effectiveness of the BAM Assignment, all references to the “Purchaser” in the Investment Agreement shall be deemed to be to BAM Reinsurance, other than (x) with respect to any representations, warranties, agreements or covenants that have been made or fully performed prior to the effectiveness of the BAM Assignment or (y) with respect to the BAM Retained Obligations, and (ii) BAM Reinsurance hereby represents and warrants to AEL that, as of the effectiveness of the BAM Assignment, (x) the Purchaser Representations (other than the Purchaser Specified Representations) with respect to Purchaser shall be true and correct in all material respects and (y) the Purchaser Specified Representations shall be true and correct in all respects, in each case, treating BAM Reinsurance as the Purchaser.
(b) The BAM Assignment Effective Date shall not occur (i) prior to the Burgundy Assignment or (ii) later than the time that both BAM Reinsurance and North End Reinsurance cease to be, directly or indirectly, wholly owned by BAM.
3. AEL Consent and Limited Waiver. Pursuant to Sections 11 and 21 of the Investment Agreement, (a) AEL hereby consents to (i) the Burgundy Assignment and the transfer of all of the Initial Investment by Burgundy to North End Reinsurance and (ii) the BAM Assignment, in each case as further set forth in, and pursuant to and in accordance with, Sections 1 and 2 hereof, and (b) waives any breach by Purchaser of its obligations under Section 7.10 of the Investment Agreement with respect to Purchaser’s obligations to make the filings described in such Section 7.10 with the Insurance Commissioner of the State of Iowa and NYDFS no later than December 31, 2020, so long as (i) BAM makes, or causes to be made, all such filings with BAM Reinsurance as the Purchaser and North End Reinsurance as the Purchaser Subsidiary no later than the date that is five Business Days from the date hereof and (ii) such filings include a description of the reorganization transactions to be consummated by BAM that is mutually agreeable to BAM and AEL (the transactions as so described, the “Reorganization Transactions”).
4. Miscellaneous. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Investment Agreement. The provisions of Section 11 (Amendments and Waivers), Section 12 (Notices, etc.), Section 16 (Governing Law), Section 17 (Waiver of Jury Trial), Section 19 (Counterparts; Electronic Signature), Section 20 (Severability) and Section 21 (Miscellaneous) of the Investment Agreement shall apply mutatis mutandis to this Agreement.
