Representation Concerning Filing of Legal Actions. Executive represents that, as of the date of this General Release, Executive has not filed any lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against the Company or any of the other Released Parties in any court or with any governmental agency.

Release. The Company’s obligation to pay Severance Compensation under [Section 5.5] hereof is expressly conditioned upon Executive’s execution of and delivery to the Company (and non-revocation) of a release (as drafted at the time of Executive’s termination of employment, and which will include, but not be limited to: # an unconditional release of all rights to any claims, charges, complaints, grievances, known or unknown to Executive, against the Company, its affiliates or assigns, or any of their officers, directors, employees and agents, through to the date of Executive’s termination from employment, and # a representation and warranty that Executive has not filed or assigned any claims, charges, complaints, or grievances against the Company, its affiliates or assigns, or any of their officers, directors, employees and agents.

“Adverse Consequences” means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, Orders, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, Taxes, Liens, losses, damages, deficiencies, costs of investigation, court costs, and other expenses (including interest and penalties and, solely in connection with Third-Party Claims, reasonable attorneys’ fees and expenses).

Representation Concerning Filing of Legal Actions. Employee represents that, as of the date of this Separation Agreement, Employee has not filed any lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against ​ or any of the other Released Parties in any court or with any governmental agency related to the matters released in this Separation Agreement.

Administration. (i) Since January 1, 2018, the Ceding Company has administered and provided contractholder and claims servicing with respect to the Reinsured Policies in a manner consistent with the terms of the Reinsured Policies and applicable Law, and # for the twelve (12) months preceding the Closing Date, there have been no complaints to the Company or its Affiliates from contractholders or investigations, penalties, and other governmental actions against the Ceding Company and/or its Affiliates with respect to the administration of the Reinsured Policies, except, in the case of either clause (i) or [clause (ii) herein], for such failures to comply with the terms of the Reinsured Policies and applicable Law or such complaints, investigations, penalties and other governmental actions that would not reasonably be expected to have a material adverse effect on the business being reinsured hereunder or the Ceding Company’s ability to satisfy its obligations hereunder.

“Environmental Notices” means notice from any Environmental Authority or by any other person or entity, of possible or alleged noncompliance with or liability under any Environmental Requirement, including without limitation any complaints, citations, demands or requests from any Environmental Authority or from any other person or entity for correction of any violation of any Environmental Requirement or any investigations concerning any violation of any Environmental Requirement.

Consultant has not filed and will not in the future file any lawsuits, complaints, petitions or accusatory pleadings in a court of law against any of the Released Parties based upon, arising out of or in any way related to any event or events occurring prior to the signing of this Agreement, including, without limitation, his employment with any of the Released Parties or the termination thereof;

Jurisdiction and Venue. The Company and Holder each submit to the non-exclusive jurisdiction of the State and Federal courts in [[Address C:Address]]; provided, however, that nothing in this Warrant shall be deemed to operate to preclude Holder from bringing suit or taking other legal action in any other jurisdiction to enforce a judgment or other court order in favor of Holder. The Company expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and the Company hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. The Company hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made in accordance with Section 6.5 of this Warrant.

No Pending Claims. Lammersfeld acknowledges and agrees that, as of the date he signs this Agreement, there are no pending complaints, allegations, charges or lawsuits filed by him against ​ Corp., the Bank, or any of the other Released Parties. Lammersfeld further acknowledges and agrees that he is the sole and lawful owner of all rights, title and interest in and to all matters released under Paragraph 4, above, and that he has not assigned or transferred, or purported to assign or transfer, any of such released matters to any other person or entity.

No Pending Claims. Rosengarten acknowledges and agrees that, as of the date she signs this Agreement, there are no pending complaints, allegations, charges or lawsuits filed by her against ​ Corp., the Bank, or any of the other Released Parties. Rosengarten further acknowledges and agrees that she is the sole and lawful owner of all rights, title and interest in and to all matters released under Paragraph 4, above, and that she has not assigned or transferred, or purported to assign or transfer, any of such released matters to any other person or entity.