Exclusivity. During the period following the date of this Agreement until the earlier of the Closing Date and the termination of this Agreement pursuant to its terms, the Seller shall ensure that neither the Seller nor any Representative or Seller Affiliate, directly or indirectly: # solicits or knowingly encourages the initiation of any inquiry, proposal or offer from any Person (other than the Purchaser) relating to any Acquisition Transaction; # participates in any discussions or negotiations with, or provides any non-public information to, any Person (other than the Purchaser and its Representatives) relating to any proposed Acquisition Transaction; or # otherwise cooperate in any effort or attempt to make, implement or accept a proposal from any Person (other than the Purchaser) relating to any Acquisition Transaction. Other than in connection with this Agreement, the Seller, any Representative thereof or Seller Affiliate shall cease any current discussions regarding any Acquisition Transaction and the Seller will promptly notify the Purchaser in the event that the Seller receives any unsolicited indication of interest or proposal concerning an Acquisition Transaction.

SECTION # No Solicitation; Alternative Transactions. From the date hereof until the earlier of # the termination of this Agreement pursuant to Article 9 and # the Closing Date, Seller shall not, and Seller’s Affiliates, Representatives and agents will not, directly or indirectly, # encourage, solicit, participate in or initiate discussions or negotiations with, provide any information to, or otherwise cooperate in any way with, assist or participate in, facilitate or encourage any Person or group (other than any Affiliate, associate or designee of Buyer) concerning any proposal for the sale, merger, combination, joint venture, recapitalization or other transaction involving all or any part of the equity, business or properties of Seller (each, a “Competing Transaction”), other than providing information to Buyer, its Affiliates and their respective Representatives in connection with the transaction contemplated hereby in accordance with the terms hereof or # enter into any Contract or agreement in principle (whether or not legally binding) relating to any Competing Transaction. Seller shall immediately cease and cause to be terminated any and all existing activities, discussions, negotiations or other communications between or among Seller and its officers, directors, employees, agents, advisors, partners, representatives, Affiliates or other intermediaries and any third parties (other than Buyer and its representatives) conducted heretofore with respect to any Competing Transaction.

Section # Exclusive Dealing. During the period from the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Sellers shall not, nor shall the Sellers (other than AIG) permit any Group Company or their respective officers, directors, employees, representatives, consultants, financial advisors, attorneys, accountants, or other agents to, nor shall AIG permit any of its officers, directors, employees, representatives, consultants, financial advisors, attorneys, accountants or other agents to, solicit, engage in discussions or negotiations with, or provide any information to or enter into any agreement with any Person (other than Buyer and/or its respective Affiliates) concerning any sale of any of the Company’s equity securities, any merger of the Company, sale of substantially all of the assets of the Company or similar transaction involving the Group Companies, other than assets sold in the ordinary course of business (each such acquisition transaction, an “Acquisition Transaction”); provided, however, that Buyer hereby acknowledges that prior to the date of this Agreement, one or more of the Sellers have provided information relating to the Group Companies and has afforded access to, and engaged in discussions with, other Persons in connection with a proposed Acquisition Transaction and that such information, access and discussions could reasonably enable another Person to form a basis for an Acquisition Transaction without any breach by the Company of this [Section 6.7]. Notwithstanding the foregoing, the Sellers may respond to any unsolicited proposal regarding an Acquisition Transaction by indicating that such Seller is subject to an exclusivity agreement and is unable to provide any information related to the Group Companies or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transaction for as long as this Agreement remains in effect. The Sellers (to the extent aware thereof) shall notify the Buyer as soon as practicable of any such unsolicited proposal.