Common use of Insurance and Reinsurance Clause in Contracts

Insurance and Reinsurance. (a) Section 3.22(a) of the Disclosure Schedule is a true and complete description of each material contract providing for reinsurance, coinsurance, excess insurance, ceding of insurance, assumption of insurance or indemnification of insurance liabilities to which any PennLife Company or ConLife Company is a party which is currently in effect (the "Reinsurance Agreements"). (b) Except as required by law or as disclosed in Section 3.22(b) of the Disclosure Schedule, all amounts payable as of the date of this Agreement by any PennLife Company or ConLife Company under any Reinsurance Agreement and, to the knowledge of Sellers, all amounts payable as of the date of this Agreement by any other Person that is a party to any Reinsurance Agreement have been paid in accordance with the terms of the contracts under which they arose except, in each case, for immaterial non-payments or discrepancies that would not adversely affect any of the rights of any PennLife Company or ConLife Company under any such Reinsurance Agreement. Except as disclosed in Section 3.22(b) of the Disclosure Schedule, to the knowledge of Sellers, no reinsurer (other than the Companies) that is a party to any of the Reinsurance Agreements has a valid defense to payment of its material obligations under such Reinsurance Agreements or is in default in any material respect under any Reinsurance Agreement and Seller is not aware of any impairment of the financial condition of any such other party to the extent that a default thereunder could reasonably be anticipated. Each Reinsurance Agreement is in compliance in all material respects with applicable insurance laws and regulations regarding life and health reinsurance agreements. The Companies have not entered into any transaction or series of transactions that are required to be recorded as financial reinsurance pursuant to SAP. (c) As of the date hereof, the A.M. Best rating presently held by any of the Companies has not been reduced since August 27, 1998, and other than as set forth in Section 3.22(c) of the Disclosure Schedule, the Sellers have not, as of the date hereof, received any notice of any intended or potential downgrading by A.M. Best.

Insurance and Reinsurance. (a) Section 3.22(a) of the Disclosure Schedule is a true and complete description of each material contract providing for reinsurance, coinsurance, excess insurance, ceding of insurance, assumption of insurance or indemnification of insurance liabilities to which any PennLife Company or ConLife Company is a party which is currently in effect (the "Reinsurance AgreementsREINSURANCE AGREEMENTS"). (b) Except as required by law or as disclosed in Section 3.22(b) of the Disclosure Schedule, all amounts payable as of the date of this Agreement by any PennLife Company or ConLife either Company under any Reinsurance Agreement and, to the knowledge of SellersSeller, all amounts payable as of the date of this Agreement by any other Person that is a party to any Reinsurance Agreement have been paid in accordance with the terms of the contracts under which they arose except, in each case, for immaterial non-payments or discrepancies that would not adversely affect any of the rights of any PennLife Company or ConLife either Company under any such Reinsurance Agreement. Except as disclosed in Section 3.22(b) of the Disclosure Schedule, to the knowledge of SellersSeller, no reinsurer (other than the Companies) that is a party to any of the Reinsurance Agreements has a valid defense to payment of its material obligations under such Reinsurance Agreements or is in default in any material respect under any Reinsurance Agreement and Seller is not aware of any impairment of the financial condition of any such other party to the extent that a default thereunder could reasonably be anticipated. Each Reinsurance Agreement is in compliance in all material respects with applicable insurance laws and regulations regarding life and health reinsurance agreements. The Companies have not entered into any transaction or series of transactions that are required to be recorded as financial reinsurance pursuant to SAP. (c) As of the date hereof, the A.M. Best rating presently held by any either of the Companies has not been reduced since August 27January 1, 19981999, and other than as set forth in Section 3.22(c) of the Disclosure Schedule, the Sellers have notneither Company has, as of the date hereof, received any notice from A.M. Best of any intended or potential downgrading by A.M. Bestdowngrading.

Insurance and Reinsurance. (a) Section 3.22(a) of the Disclosure Schedule is a true and complete description of each material contract providing for reinsurance, coinsurance, excess insurance, ceding of insurance, assumption of insurance or indemnification of insurance liabilities to which any PennLife Company or ConLife Company is a party which is currently in effect (the "Reinsurance Agreements"). (b) Except as required by law or as disclosed in Section 3.22(b) of the Disclosure Schedule, all amounts payable as of the date of this Agreement by any PennLife Company or ConLife Company under any Reinsurance Agreement and, to the knowledge of Sellers, all amounts payable as of the date of this Agreement by any other Person that is a party to any Reinsurance Agreement have been paid in accordance with the terms of the contracts under which they arose except, in each case, for immaterial non-payments or discrepancies that would not adversely affect any of the rights of any PennLife Company or ConLife Company under any such Reinsurance Agreement. Except as disclosed in Section 3.22(b) of the Disclosure Schedule, to the knowledge of Sellers, no reinsurer (other than the Companies) that is a party to any of the Reinsurance Agreements has a valid defense to payment of its material obligations under such Reinsurance Agreements or is in default in any material respect under any Reinsurance Agreement and Seller is not aware of any impairment of the financial condition of any such other party to the extent that a default thereunder could reasonably be anticipated. Each Reinsurance Agreement is in compliance in all material respects with applicable insurance laws and regulations regarding life and health reinsurance agreements. The Companies have not entered into any transaction or series of transactions that are required to be recorded as financial reinsurance pursuant to SAP.. 36 42 (c) As of the date hereof, the A.M. Best rating presently held by any of the Companies has not been reduced since August 27, 1998, and other than as set forth in Section 3.22(c) of the Disclosure Schedule, the Sellers have not, as of the date hereof, received any notice of any intended or potential downgrading by A.M. Best.

Insurance and Reinsurance. (a) Section 3.22(a) of the Disclosure Schedule Letter is a true and complete description of each material contract providing for reinsurance, coinsurance, excess insurance, ceding of insurance, assumption of insurance or indemnification of insurance liabilities to which any PennLife Company or ConLife Insurance Company is a party which is currently in effect (the "Reinsurance AgreementsREINSURANCE AGREEMENTS"). (b) Except as required by law or as disclosed in Section 3.22(b) of the Disclosure ScheduleLetter, all amounts payable as of the date of this Agreement by any PennLife Company or ConLife either Insurance Company under any Reinsurance Agreement and, to the knowledge of Sellersthe Company, all amounts payable as of the date of this Agreement by any other Person that is a party to any Reinsurance Agreement have been paid in accordance with the terms of the contracts under which they arose except, in each case, for immaterial non-payments or discrepancies that would not adversely affect any of the rights of any PennLife Company or ConLife either Insurance Company under any such Reinsurance Agreement. Except as disclosed in Section 3.22(b) of the Disclosure ScheduleLetter, to the knowledge of Sellersthe Company, no reinsurer (other than the Insurance Companies) that is a party to any of the Reinsurance Agreements has a valid defense to payment of its material obligations under such Reinsurance Agreements or is in default in any material respect under any Reinsurance Agreement and Seller the Company is not aware of any impairment of the financial condition of any such other party to the extent that a default thereunder could reasonably be anticipated. Each Reinsurance Agreement is in compliance in all material respects with applicable insurance laws and regulations regarding life and health reinsurance agreements. The Insurance Companies have not entered into any transaction or series of transactions that are required to be recorded as financial reinsurance pursuant to SAPSAP or GAAP. (c) As of the date hereof, the A.M. Best rating presently held by any either of the Insurance Companies has not been reduced since August 27January 1, 19982001, and other than as set forth in Section 3.22(c) of the Disclosure ScheduleLetter, the Sellers have notneither Insurance Company has, as of the date hereof, received any notice from A.M. Best of any intended or potential downgrading by A.M. Bestdowngrading.