STANDBY TRUST CERTIFICATE PURCHASE AGREEMENT
dated as of November 25, 1997
among
BRAVO TRUST SERIES 1997-1
BAYERISCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH
and
INTEGRITY LIFE INSURANCE COMPANY
Table of Contents
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ARTICLE I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02. Accounting Terms and
Determinations. . . . . . . . . . . . . . . . . . . . 4
SECTION 1.03. Interpretation. . . . . . . . . . . . . . . . . . . . 4
SECTION 1.04. Section and Article References. . . . . . . . . . . . 4
ARTICLE II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
COMMITMENT TO PURCHASE CLASS A TRUST CERTIFICATES . . . . . . . . . . . 4
SECTION 2.01. Commitment to Purchase Class A
Trust Certificates . . . . . . . . . . . . . . . . . 4
SECTION 2.02. Method of Purchasing . . . . . . . . . . . . . . . . 5
SECTION 2.03. Termination and Reduction of
Available Commitment . . . . . . . . . . . . . . . . 5
SECTION 2.04. Sale of Class A Trust Certificates
by The Bank. . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.05. Facility Fee . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.06. General Provisions as to Payments. . . . . . . . . . 6
ARTICLE III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
CONDITIONS TO EACH PURCHASE . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 3.01. Conditions to Each Purchase . . . . . . . . . . . . . 6
ARTICLE IV. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 4.01. Notification. . . . . . . . . . . . . . . . . . . . . 6
SECTION 4.02. Compliance with Laws. . . . . . . . . . . . . . . . . 7
SECTION 4.03. Related Agreement Obligations . . . . . . . . . . . . 7
SECTION 4.04. Financial Reporting . . . . . . . . . . . . . . . . . 7
SECTION 4.05. Amendments. . . . . . . . . . . . . . . . . . . . . . 7
SECTION 4.06. Requirements to Purchase
Class B Certificates. . . . . . . . . . . . . . . . . 7
SECTION 4.07. Right of First Refusal. . . . . . . . . . . . . . . . 8
ARTICLE V . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 5.01. Events of Default . . . . . . . . . . . . . . . . . . 8
ARTICLE VI. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 6.01. Notices. . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 6.02. No Waivers. . . . . . . . . . . . . . . . . . . . . . 9
SECTION 6.03. Expenses. . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 6.04. Amendments and Waivers. . . . . . . . . . . . . . . . 9
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SECTION 6.05. Successors and Assigns. . . . . . . . . . . . . . 10
SECTION 6.06. Term of this Agreement; Resignation
by Bank; Replacement of Bank by
Integrity . . . . . . . . . . . . . . . . . . . . 10
SECTION 6.07. Indemnification . . . . . . . . . . . . . . . . . 11
SECTION 6.08. Governing Law . . . . . . . . . . . . . . . . . . 11
SECTION 6.09. Counterparts. . . . . . . . . . . . . . . . . . . 12
SECTION 6.10. No Petition Covenant. . . . . . . . . . . . . . . 12
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STANDBY TRUST CERTIFICATE PURCHASE AGREEMENT
This STANDBY TRUST CERTIFICATE PURCHASE AGREEMENT, dated as of
November 25, 1997 (this "Agreement"), is among BRAVO TRUST SERIES 1997-1 (the
"Trust"), BAYERISCHE LANDESBANK GIROZENTRALE, acting through its New York Branch
(the "Bank"), and INTEGRITY LIFE INSURANCE COMPANY ("Integrity").
The parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. DEFINITIONS.
The following terms, as used herein, have the following meanings:
"ARM" means ARM Financial Group, Inc.
"Available Commitment," when used with respect to the Bank, initially
means $450 million and thereafter means such initial amount adjusted from time
to time as follows: (i) downward by the principal amount of any Class A Trust
Certificates purchased by the Bank pursuant to Section 2.02; and (ii) upward by
the principal amount of any Class A Trust Certificates, theretofore purchased by
the Bank pursuant to Section 2.02, which are sold by the Bank (regardless of the
purchase price received for such Class A Trust Certificates). Each of the
foregoing adjustments shall take effect immediately upon the occurrence of the
event causing the adjustment described in clause (i) or clause (ii) above.
"Business Day" means a day other than (i) a Saturday, Sunday or legal
holiday or (ii) a day on which commercial banks located in New York City are
authorized or required by law or regulation to close.
"Certificate" means any Class A Trust Certificate or Class B Trust
Certificate.
"Class A Trust Certificates" means the Trust's Class A Trust
Certificates.
"Class B Trust Certificates" means the Trust's Class B Trust
Certificates.
"Commitment" means the Bank's Available Commitment.
"Contractual Obligation" means, as to any Person, any provision of any
agreement, instrument or undertaking to which such Person is a party or by which
such Person is bound or any of its Property is encumbered.
"Custody Agreement" means the Custody Agreement, dated November 25,
1997, among the Trust, Integrity, First Trust National Association and
Bayerische Landesbank Girozentrale, New York Branch.
"Disclosure Documents" means: (i) the Offering Circular, (ii) all
other materials used in connection with the offering or subsequent
remarketing of any of the Class A Trust Certificates, and (iii) all
amendments and supplements to any of the foregoing.
"Effective Date" means the date hereof.
"Event of Default" has the meaning specified in Section 5.01.
"Funding Agreement" means that certain separate account group annuity
contract issued by Integrity to the Trust as of the date hereof.
"Initial Purchaser" means Lehman Brothers Inc.
"Market Agent" means the Market Agent referred to in the Market Agent
Agreement dated as of the date hereof between the Trust and the Bank and any
successor thereunder.
"Maturity Date", with respect to any Class A Trust Certificate, means
the date that the principal amount thereof is due from the Trust.
"Notice of Bank Purchase" has the meaning specified in Section 2.02.
"Offering Circular" means the Offering Circular, dated November 25,
1997, including, without limitation, the Supplement thereto, relating to the
Class A Trust Certificates.
"Participant" has the meaning specified in Section 6.05(b).
"Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization, including, without
limitation, a government or political subdivision or an agency or
instrumentality thereof.
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"Prime-1-Rated Bank" means a bank the short-term debt of which is
given the highest ratings then granted to short-term securities by the Rating
Agencies.
"Purchase Agreement" means the Purchase Agreement, dated November 25,
1997, between the Trust and the Initial Purchaser, as from time to time amended,
supplemented or modified.
"Purchase Date" means any Maturity Date during the Purchase Period
with respect to which the Bank has received a Notice of Bank Purchase pursuant
to Section 2.02.
"Purchase Period" means the period from the Effective Date to and
including the earliest of: (i) 360 days from the date hereof, provided that such
expiration date shall be automatically extended by one day with the passage of
each day and provided, further, that no such extension shall go beyond October
15, 2007, (ii) the date of the termination of the Available Commitment pursuant
to Section 2.03, and (iii) the date on which no Class A Trust Certificates are
outstanding; PROVIDED that, if the last day of the Purchase Period (determined
under clause (i) above) is not a Business Day, the Purchase Period shall be
extended to the next succeeding Business Day.
"Purchase Price" means 100% of the principal amount of any Class A
Trust Certificates tendered for purchase.
"Purchased Certificate" means any Class A Trust Certificate purchased
by the Bank pursuant to Section 2.02, which Class A Trust Certificate shall be a
Purchased Certificate from the date of such purchase until the sale thereof by
the Bank pursuant to Section 2.04 or Article V.
"Rating Agencies" means Standard & Poor's Ratings Services and Moody's
Investors Service, Inc.
"Related Agreements" means the Trust Agreement, the Purchase
Agreement, the Remarketing Agreement, the Funding Agreement, the Custody
Agreement, and any other agreement executed and delivered in connection with the
issuance of the Class A Trust Certificates or related to the transactions
contemplated hereby or thereby.
"Remarketing Agent" means Lehman Brothers Inc. or one or more
nationally recognized broker-dealers selected by the Bank from time to time in
consultation with Integrity and subject to the approval of the Trustee under the
Trust Agreement to remarket Class A Trust Certificates.
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"Remarketing Agreement" means each remarketing agreement between the
Trust and the relevant Remarketing Agent, as from time to time amended,
supplemented or modified.
"Securities Act" means the Securities Act of 1933, as amended.
"Trust Agreement" means the Declaration of Trust and Trust Agreement
by and between The Bank of New York, as Trustee, and the beneficial owners of
the BRAVO Trust Series 1997-1 Certificates, dated as of November 25, 1997.
SECTION 1.02. ACCOUNTING TERMS AND DETERMINATIONS. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made and all financial statements
required to be delivered hereunder shall be prepared in accordance with
accounting principles, as in effect from time to time, applicable to financial
statements required to be filed by insurance companies in Integrity's
domiciliary state, applied on a basis consistent with the most recent audited
financial statements of Integrity delivered or required to be delivered to the
Bank pursuant to this Agreement.
SECTION 1.03. INTERPRETATION. All covenants, representations and
Events of Default contained herein shall be given independent effect, so that,
if any action or condition would violate any of such covenants, would breach any
of such representations or would constitute any of such Events of Default, the
fact that such action or condition would not violate or breach another covenant
or representation or constitute another Event of Default shall not avoid the
violation of such covenant or representation or such Event of Default.
SECTION 1.04. SECTION AND ARTICLE REFERENCES. Except as otherwise
indicated herein, all references herein to Sections and Articles refer to
Sections and Articles hereof.
ARTICLE II
COMMITMENT TO PURCHASE CLASS A TRUST CERTIFICATES
SECTION 2.01. COMMITMENT TO PURCHASE CLASS A TRUST CERTIFICATES. The
Bank agrees, on the terms and subject to the conditions contained in this
Agreement, to purchase Class A Trust Certificates in an amount not exceeding the
Bank's Available Commitment from time to time during the Purchase Period at the
Purchase Price.
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SECTION 2.02. METHOD OF PURCHASING. On any Maturity Date, pursuant to
the Remarketing Agreement the Remarketing Agent shall be required to give to the
Bank a telephonic notice not later than noon (local time in New York City)
confirmed promptly in writing (such notice to be referred to as a "Notice of
Bank Purchase"), specifying (i) that Series A Trust Certificates are to be
purchased by the Bank on such Maturity Date pursuant to this Section (a
"Purchase"), and (ii) the aggregate Purchase Price of such Class A Trust
Certificates.
Each Purchase shall be on a Maturity Date. The Bank agrees to make the
Purchase Price available to the Remarketing Agent at the office of the
Remarketing Agent designated for such purpose in the Remarketing Agreement in
immediately available funds prior to the time that the Fed Wire System closes
on the Purchase Date, subject to the conditions precedent set forth in Section
3.01. Any provision herein to the contrary notwithstanding, the Bank (in its
capacity as purchaser of Class A Trust Certificates pursuant to this Agreement)
shall not have any responsibility for, or incur any liability in respect of, any
act, or any failure to act, by the Remarketing Agent which results in the
failure of the Remarketing Agent to effect the purchase for the account of the
Bank of Class A Trust Certificates with such funds pursuant to this Section. The
Remarketing Agent shall take such actions as are necessary to reflect the
ownership of BLB in all of such Trust Certificates on the books and records of
the Remarketing Agent.
SECTION 2.03. TERMINATION AND REDUCTION OF AVAILABLE COMMITMENT. Upon
any prepayment or other payment of all or any portion of the principal amount of
any Class A Trust Certificates, the aggregate Available Commitment shall
automatically be reduced by the principal amount of the Class A Trust
Certificates so prepaid or otherwise paid, as the case may be. If at any time an
Event of Default shall have occurred and be continuing for 10 days, upon
delivery by the Bank of a written notice (a "Termination Notice") to the
Trustee, the Available Commitment under this Agreement shall immediately
terminate, and the Bank shall have no further obligation to purchase any Class A
Trust Certificates hereunder, effective upon receipt by the Trustee of the
Termination Notice. If the Available Commitment is terminated in its entirety,
all accrued Facility Fees, as such term is defined in Section 2.05, shall be
payable on the effective date of such termination. The Bank's obligation to
purchase Class A Trust Certificates prior to the termination of the Commitment
shall be subject to the conditions specified in Section 3.01. The Bank will
notify the Remarketing Agent and Integrity in writing that this Agreement is
terminated; a failure in the delivery of such written notice of termination
shall not operate to prevent this Agreement from terminating.
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SECTION 2.04. SALE OF CLASS A TRUST CERTIFICATES BY THE BANK. The Bank
expressly reserves the right to sell, at any time, Class A Trust Certificates
held by it pursuant to this Agreement. The Bank agrees that such sales will be
made in accordance with applicable securities laws and any other selling
restrictions contained in the Trust Agreement, the Offering Circular and any
Remarketing Agreement. The Bank agrees to notify promptly the Trust and each
then-current Remarketing Agent about any such sale.
SECTION 2.05. FACILITY FEE. Integrity shall pay to the Bank a facility
fee (a "Facility Fee") for each day at a rate equal to 0.05% (I.E., 5 basis
points) per annum of the initial amount (without regard to any subsequent
reduction or reductions) of the Available Commitment. Such facility fee shall
accrue from and include the Effective Date to but exclude the last day of the
Purchase Period and shall be payable quarterly in arrears on the last Business
Day of each calendar quarter during the Purchase Period (commencing on the last
Business Day of December, 1997) and on the last day of the Purchase Period. Such
fee shall be computed on the basis of a 365- or 366-day year, as applicable, and
paid for the actual number of days elapsed.
SECTION 2.06. GENERAL PROVISIONS AS TO PAYMENTS. All payments to be
made to the Bank under this Agreement shall be made, on the day when due, by
wire transfer of federal or other immediately available funds in U.S. Dollars to
the Bank at its address referred to in Section 6.01.
ARTICLE III
CONDITIONS TO EACH PURCHASE
SECTION 3.01. CONDITIONS TO EACH PURCHASE. The obligation of the Bank
to purchase any Class A Trust Certificate hereunder on any Purchase Date is
subject to: (i) the fact that the Purchase Period shall not have terminated;
(ii) the receipt by the Bank of a Notice of Bank Purchase as required by Section
2.02 and (iii) such purchase being permissible under all applicable law.
ARTICLE IV
COVENANTS
SECTION 4.01. NOTIFICATION. The Trustee shall give prompt notice in
writing to the other parties hereto of the occurrence of any Event of Default
and of the occurrence of any event actually known to the Trustee which, with the
lapse of time, the giving of notice or both, would constitute an Event of
Default
6
other than an Event of Default described in Section 5.01(c) relating to
Integrity. Integrity shall give prompt notice in writing to the other parties
hereto of the occurrence of an Event of Default described in Section 5.01(c)
relating to Integrity. The Bank shall give prompt notice in writing to all
parties hereto as to any action taken by or with respect to it under any of
Sections 2.03, 6.05 and 6.06.
SECTION 4.02. COMPLIANCE WITH LAWS. To the extent necessary to
maintain its power and authority to execute this Agreement, to perform its
obligations hereunder, to execute and deliver the Related Agreements, and to
perform its obligations thereunder, the Trust shall comply with all laws, rules
and regulations, and with all final orders, writs, judgments, injunctions,
decrees or awards to which it may be subject; PROVIDED, HOWEVER, that the Trust
may contest the validity or application thereof and appeal or otherwise seek
relief therefrom, and exercise any and all of the rights and remedies which it
may have with regard thereto.
SECTION 4.03. RELATED AGREEMENT OBLIGATIONS. The Trust shall comply
with the Trust Agreement, the Purchase Agreement, the Remarketing Agreement, and
every other Related Agreement to which it is a party. Integrity shall comply
with the Funding Agreement, the Custody Agreement and every other Related
Agreement to which it is a party. The Bank shall comply with every Related
Agreement to which it is a party.
SECTION 4.04. FINANCIAL REPORTING. Integrity shall, at the request of
the Bank, provide to the Bank all public portions of the quarterly, annual and
other filings made by ARM with the U.S. Securities and Exchange Commission and
by Integrity with the Department of Insurance of Integrity's domiciliary state
and such other information as the Bank may reasonably request.
SECTION 4.05. AMENDMENTS. The Trust shall not appoint a successor to
any Remarketing Agent, or amend, modify, terminate or grant, or permit the
amendment, modification, termination or grant of, any waiver under, or consent
to, or permit or suffer to occur any action or omission which results in, or is
equivalent to, an amendment, modification, or grant of a waiver under, the
Purchase Agreement, any Remarketing Agreement, the Trust Agreement, the Funding
Agreement, or the Custody Agreement without the prior written consent of the
Bank and Integrity other than as specifically permitted by and in accordance
with the terms of the Trust Agreement and which would not be materially adverse
to the Bank and Integrity.
7
SECTION 4.06. REQUIREMENT TO PURCHASE CLASS B CERTIFICATES. On the
Effective Date the Bank or another Branch of Bayerische Landesbank Girozentrale
(the "Class B Purchaser") shall purchase all of the Trust's Class B
Certificates. Subject to the provisions of Section 4.07, the Class B Purchaser
will be entitled to sell one or more of such Certificates at any time and from
time to time to any one or more qualified institutional buyers, as such term is
defined in the Securities Act. The Bank agrees that such sales will be made in
compliance with applicable securities laws.
SECTION 4.07. RIGHT OF FIRST REFUSAL. At any time that the Class B
Purchaser proposes to sell any of the Trust's Class B Trust Certificates, it
shall give Integrity at least three Business Days' notice (a "Sale Notice") of
the proposed sale, sale price, and other key terms and, if Integrity so chooses,
Integrity shall be entitled to buy such Certificates on the day (the "Sale Day")
and at the price and on such other terms specified in the Sale Notice by giving
notice of such choice to the Class B Purchaser at least one Business Day prior
to the Sale Day.
ARTICLE V
EVENTS OF DEFAULT
SECTION 5.01. EVENTS OF DEFAULT. Each of the following is an "Event of
Default" hereunder:
(a) an Early Certificate Maturity Event described in clause (C) or
clause (D) of Section 2.7(a)(ii) of the Custody Agreement shall have occurred
or an Early Funding Agreement Termination Event described in clause (A) of
Section 2.7(a)(iii) of the Custody Agreement shall have occurred; or
(b) the Trust shall fail, wholly or partially, to make a payment with
respect to the Class A Trust Certificates or the Class B Trust Certificates when
due pursuant to the Trust Agreement.
If any Event of Default shall occur, the Bank may give immediate
notice in writing to the Trustee of the possibility of the termination of the
Available Commitment. If such Event of Default continues for 10 days, the Bank
shall have the right to deliver a Termination Notice pursuant to Section 2.03.
8
ARTICLE VI
MISCELLANEOUS
SECTION 6.01. NOTICES. All notices, requests and other communications
to any party hereunder shall be in writing (including, without limitation, bank
wire, telex, telecopy, fax or other similar means of immediate written
transmission) and shall be given to such party at its address or telecopy or fax
number set forth on the signature pages hereof or such other address or telecopy
or fax number as such party may hereafter specify for the purpose by notice to
the other party. Each such notice, request or other communication shall be
effective (i) if given by mail, 72 hours after such communication is deposited
in the mails with first class postage prepaid, addressed as aforesaid, or (ii)
if given by any other means, when delivered at the address specified pursuant to
this Section; PROVIDED that notices to the Bank under Sections 2.02 and 6.06
shall not be effective until received.
SECTION 6.02. NO WAIVERS.
(a) The obligations of the Trust hereunder shall not in any way be
modified or limited by reference to any other document, instrument or agreement.
The rights of the Bank hereunder are separate from and in addition to any rights
that any holder of any Class A or Class B Trust Certificate may have under the
terms of such Certificate or any Related Agreement or otherwise.
(b) No failure or delay by the Bank in exercising any right, power or
privilege hereunder or under the Class A or Class B Trust Certificates or any
Related Agreements shall operate as a waiver thereof, nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies
provided herein and in the Related Agreements shall be cumulative and not
exclusive of any rights or remedies provided by law.
SECTION 6.03. EXPENSES.
Integrity shall pay, or cause to be paid, on demand (i) all reasonable
costs and expenses, including, without limitation, the fees and expenses of
legal counsel for the Bank, in connection with any waivers, consents, amendments
or supplements relating hereto requested by Integrity and (ii) all out-of-pocket
expenses incurred by the Bank, including, without limitation, reasonable fees
and expenses of legal counsel, in connection with any Early Certificate Maturity
Event described in Section 2.7(a)(ii) of the Custody Agreement.
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SECTION 6.04. AMENDMENTS AND WAIVERS . Any provision of this Agreement
may be amended or waived if, but only if, such amendment or waiver is in writing
and signed by all parties hereto and does not result in a lowering in the rating
assigned by either of the Rating Agencies (after receiving prior written notice
thereof) to the Class A Trust Certificates.
SECTION 6.05. SUCCESSORS AND ASSIGNS.
(a) The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns, except that the Trust may not assign or otherwise transfer any of its
rights or obligations under this Agreement without the prior written consent of
the Bank and Integrity.
(b) The Bank may at any time grant to one or more banks or other
institutions (each, a "Participant") participating interests in its Commitment
or any or all of its Purchased Certificates. In the event of any such grant by
the Bank of a participating interest to a Participant, the Bank shall remain
responsible for the performance of its obligations hereunder, and the Trust and
Integrity shall continue to deal solely and directly with the Bank in connection
with the Bank's rights and obligations under this Agreement. In the event of the
grant by the Bank of a participating interest to any Participant, all amounts
payable hereunder shall be calculated as if no such participating interest had
been granted. Any agreement pursuant to which the Bank may grant such a
participating interest shall provide that the Bank shall retain the sole right
and responsibility to enforce the obligations of the Bank hereunder, including,
without limitation, the right to approve any amendment, modification or waiver
of any provision of this Agreement; PROVIDED that such participation agreement
may provide that the Bank will not agree to any modification, amendment or
waiver of any provision of this Agreement relating to (i) an increase in the
Commitment, (ii) a change in the Purchase Period, (iii) the date for payment of
principal of or interest on the Class A or Class B Trust Certificates, (iv) the
interest rate payable on the Class A or Class B Trust Certificates, or (v)
Section 2.05 without the consent of the Participant.
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SECTION 6.06. TERM OF THIS AGREEMENT; RESIGNATION BY BANK; REPLACEMENT
OF BANK BY INTEGRITY.
(a) The term of this Agreement shall be until the latest of (i) the
last day of the Purchase Period, (ii) payment in full of the principal of and
interest on all Certificates held by the Bank on the last day of the Purchase
Period or (iii) the final Maturity Date; PROVIDED that, notwithstanding any
termination of this Agreement, the provisions of Section 6.03 and all other
provisions in this Agreement relating to sums payable to the Bank shall survive
payment or purchase of the Certificates and termination of this Agreement for
any reason, to the extent rights have accrued to the Bank under such provision
prior to or upon such termination, and shall remain in full force and effect.
(b) The Bank may resign hereunder at any time for any reason
(including, without limitation, failure of Integrity to pay the Facility Fee) or
for no reason, in any such case upon giving notice of such resignation to the
other parties hereto at least 360 days prior to the effective date of such
resignation.
Provided that the Bank has given the required notice referred to above, the Bank
shall have no further obligations hereunder after the date specified in the
relevant notice. Integrity shall find a replacement for the Bank and enter into
an agreement with such replacement that is substantially similar to this
Agreement to be effective upon the date that the Bank's resignation becomes
effective. Any such replacement bank must be a Prime-1-Rated Bank.
(c) Integrity (i) may at any time, and (ii) shall at any time that the
Bank is no longer a Prime-1-Rated Bank, replace the Bank hereunder. The
following provisions shall be applicable to any such replacement: (i) the
replacement shall be a Prime-1-Rated Bank, (ii) the replacement shall have all
of the obligations of the Bank hereunder, (iii) such obligations shall become
effective as of the day of the replacement of the Bank hereunder and (iv) the
Bank shall still be entitled to all rights that have accrued to it hereunder up
to the date of replacement.
(d) Anything in subsection (b) or (c) to the contrary notwithstanding,
no resignation or replacement of the Bank shall be effective if the proposed
replacement would cause either of the Rating Agencies to lower or withdraw its
rating of the Class A Trust Certificates.
SECTION 6.07 INDEMNIFICATION. The Bank and its successors, assigns,
agents, legal representatives and servants (the "Indemnified Persons") shall be
entitled to be indemnified by Integrity from and against any and all
liabilities, obligations, losses, damages, taxes (other than taxes on the Bank's
income),
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claims, actions, suits, costs, expenses and disbursements (including, without
limitation, legal fees and expenses) of any kind and nature whatsoever
(collectively, "Extraordinary Expenses") which may be imposed on, incurred by or
asserted at any time against the Indemnified Persons (whether or not indemnified
against by other parties) in any way relating to or arising out of this
Agreement, except only that no person shall be entitled to indemnity for its
obligations under Section 2.01 or Extraordinary Expenses arising or resulting
from its own gross negligence or willful misconduct.
SECTION 6.08. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 6.09. COUNTERPARTS. This Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
SECTION 6. 10. NO PETITION COVENANT. Notwithstanding any prior
termination of this Agreement, neither the Bank nor Integrity shall, prior to
the date which is one year and one day after the payment in full of the Class A
Trust Certificates and the termination of this Agreement, acquiesce, petition or
otherwise invoke or cause the Trust to invoke the process of any court or
governmental authority for the purpose of commencing or sustaining a case
against the Trust under any federal or state bankruptcy, insolvency or similar
law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Trust or any substantial part of
its property, or making a general assignment for the benefit of creditors, or
ordering the winding up or liquidation of the affairs of the Trust.
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IN WITNESS WHEREOF, the parties hereto have caused this Standby Trust
Certificate Purchase Agreement to be duly executed and delivered by their
respective officers thereunto duly authorized as of the date first above
written.
BRAVO TRUST SERIES 1997-1
By: THE BANK OF NEW YORK, Not in its
Individual Capacity but Solely as
Trustee of the Trust
By: /s/ Cheryl L. Laser
---------------------------------
Name: Cheryl L. Laser
Title: Assistant Vice President
Address:
101 Barclay Street
Floor 12 East
New York, New York 10286
Telecopy: (212) 815-5544
Telephone:(212) 815-5286
BAYERISCHE LANDESBANK GIROZENTRALE,
acting through its New York Branch
By: /s/ Bert von Stuelpnagel
-----------------------------------
Bert von Stuelpnagel
Executive Vice President and
Manager
By: /s/ Ron Bertolini
-----------------------------------
Ron Bertolini
First Vice President and Treasury
Manager
Address:
560 Lexington Avenue,
17th Floor
New York, NY 10022
Telecopy: (212) 310-9870
Telephone: (212) 310-9891
Payment/wire transfer instructions:
ABA Number 02100021
The Chase Manhattan Bank
For the Benefit of: Bayerische
Landesbank New York
ACCT #: 544707960
INTEGRITY LIFE INSURANCE
COMPANY
By: /s/ Daniel R. Gattis
-----------------------------------
Name: Daniel R. Gattis
Title: Executive Vice President
Address:
Telecopy:
Telephone: