Common use of Insurance Business Clause in Contracts

Insurance Business. (a) Except as set forth in Section 3.13 of the Seller Disclosure Schedule, since December 31, 2014 any application, form of insurance policy, certificates of insurance, riders, endorsements, advertising material, rate, rule or producer compensation utilized by the Seller and its Affiliates (solely with respect to, and to the extent related to, the Business), the use or issuance of which requires filing or approval, has been appropriately filed, and, if required, approved by the Insurance Regulator of any state in which such application forms, forms of insurance policies, advertising materials and rates and rules are required to be filed and (as applicable) approved or not objected to by such authorities within the period provided for approval or objection, except for failures to effect such filings or secure such approvals, which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All such application forms, forms of insurance policies, advertising materials and rates or rules are utilized in compliance in all material respects with all Applicable Laws and within the scope of the approvals (if any) received with respect thereto. No material deficiencies have been asserted by any Governmental Authority with respect to any such filings or compliance with the filings or approvals issued by the Insurance Regulators which have not been cured or otherwise resolved. (b) The underwriting standards and ratings applied by the Ceding Company since such date with respect to Group Contracts have conformed in all material respects to those contained in the underwriting manuals utilized by the Ceding Company, as in effect at the times such Group Contracts were underwritten. (c) Since December 31, 2014, Seller and any applicable Affiliates have timely paid in all material respects all guaranty fund assessments that have been due, claimed or asserted by, or are the subject of any voluntary contribution commitment to, any state guaranty fund or association or any Insurance Regulator in any jurisdiction in which Seller or any applicable Affiliate operates the Business arising out of or resulting from such operation of the Business by Seller and its Affiliates. Except for regular periodic assessments in the ordinary course of business or assessments based on developments that are publicly known within the insurance industry, no material claim or assessment is pending or, to the Knowledge of Seller, threatened against Seller or any Affiliate with respect to the Business by any state insurance guaranty association in connection with such association’s fund relating to insolvent insurers. (d) The Business does not include (i) any policies issued to a plan sponsor located outside the United States and its territories, or (ii) any policies issued to plan sponsors located in the United States to cover primarily employees located outside the United States.

Insurance Business. (a) Except as set forth in Section 3.13 of the Seller Disclosure Scheduleon Schedule 4.27, since December 31all products, 2014 any applicationpolicies, form bonds and contracts of insurance policyoffered or marketed, certificates of insuranceentered into, ridersissued or sold, endorsementsas the case may be, advertising material, rate, rule or producer compensation utilized by the Seller Company or any of its Insurance Subsidiaries complied as to form when entered into, issued or sold, with the provisions of all applicable laws and its Affiliates (solely with respect to, and to the extent related to, the Business), the use or issuance of which requires filing or approval, has been appropriately filed, and, if required, approved by the Insurance Regulator of any state in which such application forms, forms of insurance policies, advertising materials and rates and rules are required to be filed and (as applicable) approved or not objected to by such authorities within the period provided for approval or objectionregulations, except for failures where the failure to effect such filings or secure such approvals, which so comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on the Company. All such application formsTo the extent required under applicable law, forms all products, policies, bonds or contracts of insurance policies, advertising materials and rates or rules are utilized in compliance in all material respects with all Applicable Laws and within the scope of the approvals (if any) received with respect thereto. No material deficiencies have been asserted by any Governmental Authority with respect to any such filings or compliance with the filings or approvals issued by the Company or any of its Insurance Subsidiaries, as now in force, are on forms approved by applicable Insurance Regulators or which have been filed with and not been cured objected to by such Insurance Regulators within the period provided for objection and all insurance in force of the Company and its Insurance Subsidiaries is valid and binding upon the Company or otherwise resolved. (b) The underwriting standards its Insurance Subsidiaries, as the case may be, and ratings applied by their policyholders in accordance with the Ceding Company since terms thereof, except where the failure to obtain such date with respect to Group Contracts have conformed in all material respects to those contained approval or make such filings would not, individually or in the underwriting manuals utilized aggregate, have a Material Adverse Effect on the Company. All the premium rates required to be filed with or be approved by Insurance Regulators have been so filed or approved (except where the Ceding failure to file or be approved would not, individually or in the aggregate, have a Material Adverse Effect on the Company) or not objected to within the period provided for objection, as in effect at the times such Group Contracts were underwritten. (c) Since December 31, 2014, Seller and any applicable Affiliates all premiums charged conform thereto. The Company or its Insurance Subsidiaries have timely paid in all material respects full or accrued all guaranty fund assessments that have for which each of them has been duebilled. To the Company's knowledge, claimed neither the Company nor any of its Insurance Subsidiaries has advertised or asserted by, or are the subject of any voluntary contribution commitment to, any state guaranty fund or association or any Insurance Regulator in any jurisdiction in which Seller or any applicable Affiliate operates the Business arising out of or resulting from such operation of the Business by Seller and its Affiliates. Except for regular periodic assessments in the ordinary course of business or assessments based on developments that are publicly known within the insurance industry, no material claim or assessment is pending or, to the Knowledge of Seller, threatened against Seller or any Affiliate with respect to the Business by any state insurance guaranty association used other literature in connection with such association’s fund relating to insolvent insurers. (d) The Business the offer and sale of insurance products that does not include (i) any policies issued comply with applicable laws and such advertising and literature is in compliance with such laws except to a plan sponsor located outside the United States and its territoriesextent non-compliance would not, individually or (ii) any policies issued to plan sponsors located in the United States to cover primarily employees located outside aggregate, have a Material Adverse Effect on the United StatesCompany.

Insurance Business. (ai) Except as set forth otherwise is not, individually or in Section 3.13 the aggregate, reasonably likely to have a Company Material Adverse Effect, all policies, binders, slips, certificates, guaranteed investment contracts, annuity contracts and participation agreements and other agreements of insurance and reinsurance, whether individual or group, in effect as of the Seller Disclosure Scheduledate hereof (including all applications, since December 31, 2014 any application, form of insurance policy, certificates of insurance, riderssupplements, endorsements, advertising material, rate, rule or producer compensation utilized riders and ancillary agreements in connection therewith) that are issued by the Seller Company Life Insurance Companies (the "Company Life Insurance Contracts") and its Affiliates (solely with respect toany and all marketing materials, and are, to the extent related torequired under applicable Law, the Business), the use or issuance of which requires filing or approval, has been appropriately filed, and, if required, on forms approved by the Insurance Regulator of any state in applicable insurance regulatory authorities or which such application forms, forms of insurance policies, advertising materials and rates and rules are required to be have been filed and (as applicable) approved or not objected to by such authorities within the period provided for approval or objection, and such forms comply in all material respects with the insurance statutes, regulations and rules applicable thereto. Premium rates established by the Company Life Insurance Companies that are required to be filed with or approved by insurance regulatory authorities have been so filed or approved, the premiums charged conform thereto in all material respects, and such premiums comply in all material respects with the insurance statutes, regulations and rules applicable thereto, except for failures where the failure to effect such filings be so filed or secure such approvalsapproved, which would or to so conform or comply, is not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. All such application forms, forms of insurance policies, advertising materials and rates or rules are utilized in compliance in all material respects with all Applicable Laws and within the scope of the approvals (if any) received with respect thereto. No material deficiencies have been asserted by any Governmental Authority with respect to any such filings or compliance with the filings or approvals issued by the Insurance Regulators which have not been cured or otherwise resolved. (bii) The underwriting standards To the knowledge of the Company as of the date hereof, each insurance agent, third party administrator, manager, marketer, underwriter, broker, reinsurance intermediary and ratings applied distributor (each an "Agent"), at the time such Agent wrote, sold, produced or managed business for any Company Life Insurance Company was duly licensed (for the type of business written, sold, produced or managed) and no such Agent violated (or with or without notice or lapse of time or both, would have violated) any term or provision of any Law applicable to the writing, sale, production or management of business for any Company Life Insurance Company, except for such failures to be licensed or such violations which have been cured, which have been resolved or settled through agreements with applicable Governmental Entities or which are barred by the Ceding Company since such date with respect to Group Contracts an applicable statute of limitations, or that have conformed in all material respects to those contained not had or are not, individually or in the underwriting manuals utilized by the Ceding Companyaggregate, as in effect at the times such Group Contracts were underwrittenreasonably likely to have a Company Material Adverse Effect. (ciii) Since December 31Prior to the date hereof, 2014, Seller the Company has delivered to Parent a true and correct summary of each material Contract between any Company Life Insurance Company and any applicable Affiliates have timely paid in reinsurance intermediary and of each material pooling agreement to which a Company Life Insurance Company is a party, including all material respects all guaranty fund assessments that have been due, claimed agreements relating to or asserted by, or are the subject of any voluntary contribution commitment to, any state guaranty fund or association or any Insurance Regulator in any jurisdiction in which Seller or any applicable Affiliate operates the Business arising out of or resulting from such operation of in connection with the Business by Seller and its Affiliates. Except for regular periodic assessments in the ordinary course of business or assessments based on developments that are publicly known within the insurance industry, no material claim or assessment is pending or, Unicover pool. (iv) Prior to the Knowledge date hereof, the Company has delivered to Parent a true and complete copy of Seller, threatened against Seller or any Affiliate actuarial reports prepared by independent actuaries with respect to reserve adequacy of any Company Life Insurance Company since December 31, 1997, and all attachments, addenda, supplements and modifications thereto (the Business "Company Actuarial Analyses"). To the knowledge of the Company, the information and data furnished by the Company or any state insurance guaranty association Company Life Insurance Company to its independent actuaries in connection with such association’s fund relating to insolvent insurersthe preparation of the Company Actuarial Analyses were accurate in all material respects. (dv) The Business does To the knowledge of the Company as of the date hereof, all amounts recoverable under reinsurance, coinsurance or other similar Contracts to which any Company Life Insurance Company is a party (including, but not include limited to, amounts based on paid and unpaid losses) are fully collectible. (ivi) As of the date hereof, none of Standard & Poor's Corporation, Moody's Investors Service, Inc. or A.M. Best Company has told the Cxxxxxx that any policies issued rating presently held by the Company Life Insurance Companies is likely to a plan sponsor located outside the United States and its territoriesbe modified, qualified, lowered or (ii) placed under such surveillance or review for any policies issued to plan sponsors located in the United States to cover primarily employees located outside the United Statesreason.

Insurance Business. (a) Except as set forth All Insurance Contracts in Section 3.13 of the Seller Disclosure Schedule, since December 31, 2014 any application, form of insurance policy, certificates of insurance, riders, endorsements, advertising material, rate, rule or producer compensation utilized by the Seller and its Affiliates (solely with respect to, and to the extent related to, the Business), the use or issuance of which requires filing or approval, has been appropriately filed, and, if required, approved force are issued on policy forms issued by the Insurance Regulator of any state in which Companies, and all such application formspolicy forms and amendments, forms of insurance policiesapplications, brochures, illustrations, advertising materials materials, sales literature and rates certificates pertaining thereto have, where required by applicable law, been approved by all applicable Governmental Entities or filed with and rules are required to be filed and (as applicable) approved or not objected to by such authorities Governmental Entities within the period provided by applicable law for approval or objection, except for failures subject to effect such filings or secure such approvals, which exceptions as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All such application formspolicy forms and amendments, forms of insurance policiesapplications, brochures, illustrations, advertising materials materials, sales literature and rates or rules are utilized in compliance certificates comply in all material respects with with, and have been administered in all Applicable Laws and within the scope material respects in accordance with, applicable law. Any rates of the approvals (if any) received Insurance Companies which are required to be filed with respect thereto. No material deficiencies have been asserted or approved by any Governmental Authority Entity have been so filed or approved and the rates used by the Insurance Companies conform in all material respects thereto. (b) Each of the contracts and other agreements between any Insurance Company and its respective agents, managing general agencies and brokers with respect to its business is valid, binding and in full force and effect in accordance with its terms, assuming no default by any such agent, managing general agent or broker under any such contract or agreement and except for such contracts the failure of which to be valid, binding and in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Insurance Companies is in default in any respect with respect to any such filings contract or compliance with other agreement and no such contract or other agreement contains any provision providing that the filings other party thereto may terminate the same by reason of the transactions contemplated by this Agreement or approvals any other provision which would be altered or otherwise become applicable by reason of such transactions, in each such case, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the Knowledge of the Sellers, except as would not reasonably be expected to be material, (i) each agent or broker, at the time such agent or broker wrote, sold or produced any Insurance Contract issued by any of the Insurance Regulators which have not been cured Companies, was duly licensed and appointed as an insurance agent or otherwise resolved. broker (bfor the type of business written, sold or produced by such agent or broker) The underwriting standards and ratings applied by the Ceding Company since such date with respect to Group Contracts have conformed in all material respects to those contained in the underwriting manuals utilized by particular jurisdiction in which such agent or broker wrote, sold or produced such business for the Ceding Company, as Insurance Companies and (ii) no such agent or broker violated any term or provision of any law in effect at the times connection with any such Group Contracts were underwrittenInsurance Contract. (c) Since December 31Other than policies with mold remediation buyback endorsements required by the Texas Department of Insurance to be offered to all policyholders, 2014, Seller and any applicable Affiliates have timely paid in all material respects all guaranty fund assessments that have been due, claimed or asserted by, or are the subject of any voluntary contribution commitment to, any state guaranty fund or association or any Insurance Regulator in any jurisdiction in which Seller or any applicable Affiliate operates the Business arising out of or resulting from such operation of the Business by Seller and its Affiliates. Except for regular periodic assessments in the ordinary course of business or assessments based on developments that are publicly known within the insurance industry, no material claim or assessment is pending or, to the Knowledge of Seller, threatened against Seller or any Affiliate with respect to the Business by any state insurance guaranty association in connection with such association’s fund relating to insolvent insurers. (d) The Business does not include (i) since May 1, 2002, the Insurance Companies have not issued any policies issued Texas homeowners insurance policy that does not contain an exclusion for the cost of mold remediation beyond that which is required to a plan sponsor located outside repair or replace the United States covered property physically damaged by water or steam and its territories, or (ii) any policies no Texas homeowners insurance policy lacking such an exclusion issued to plan sponsors located by an Insurance Company will be in the United States to cover primarily employees located outside the United Stateseffect on or after May 1, 2003.

Insurance Business. (ai) Except Each of the Republic Insurers has paid in full or established reserves reflected in the respective Republic SAP Statements for all guaranty or other similar state governmental fund assessments required by any Governmental Entity to be paid by each of the Republic Insurers prior to the date of this Agreement. As of the date of this Agreement, except as set forth in Section 3.13 3.l(x)(i) of the Seller Republic Disclosure Schedule, since December 31, 2014 any application, form of insurance policy, certificates of insurance, riders, endorsements, advertising material, rate, rule or producer compensation utilized by the Seller Letter and its Affiliates (solely with respect to, except as and to the extent related topaid prior to December 31, 2005 or reserved against in the Business)Republic SAP Statements, neither Republic nor any of the use or issuance of which requires filing or approval, Republic Insurers has been appropriately filed, and, if required, approved by the Insurance Regulator of received any state in which such application forms, forms of insurance policies, advertising materials and rates and rules are required to be filed and guaranty fund assessments. (ii) Except as applicable) approved or not objected to by such authorities within the period provided for approval or objection, except for failures to effect such filings or secure such approvals, which would not, individually or in the aggregate, reasonably be expected to have a Republic Material Adverse Effect, all policies, binders, slips, certificates, insurance contracts, reinsurance contracts and other agreements of insurance or reinsurance in effect as of the date hereof (including all applications, supplements, endorsements, riders and ancillary documents in connection therewith) that are issued by a Republic Insurer (collectively, the “Republic Insurance Contracts”), and any and all marketing materials are in compliance, and at their respective dates of issuance were in compliance, with all applicable laws and, to the extent required under applicable Insurance Laws, on forms and at rates approved by the insurance regulatory authority of the jurisdiction where issued or, to the extent required by applicable laws, have been filed with and not objected to by such authority within the period provided for objection. All such application forms, forms of insurance policiesRepublic Insurance Contracts currently outstanding together with all amendments thereto, advertising materials are on the forms that have been previously made available to Arrow. (iii) Except as set forth in Section 3.l(x)(iii) of the Republic Disclosure Letter, there are no Republic Insurance Contracts under which the holders thereof have any rights with respect to dividends, distributions, surplus, profits, participation or voting rights. (iv) Except as set forth on Schedule 3.1(x)(iv) of the Republic Disclosure Letter or as would not, individually or in the aggregate, reasonably be expected to have a Republic Material Adverse Effect, Republic and its Subsidiaries collectively have exclusive right, title and interest in and ownership of all policy expirations, renewal rights and contractholder information (including all information relating to policyholders, customers, books, records, clients and products) with respect to all Republic Insurance Contracts. (v) Except as set forth in Section 3.l(x)(v) of the Republic Disclosure Letter, all premium rates established by the Republic Insurers that are required to be filed with or rules are utilized approved by any Governmental Entity have been so filed or approved, and the premiums charged conform to the premiums so filed or approved and comply (or complied at the relevant time) with the Insurance Laws applicable thereto. (vi) Section 3.l(x)(vi) of the Republic Disclosure Letter lists each actuarial report with respect to any Republic Insurer prepared since December 31, 2002 by any independent actuary engaged by or on behalf of Republic or any of its Subsidiaries (the “Republic Actuarial Analyses”). Republic has delivered or made available to Arrow a complete and correct copy of each such Republic Actuarial Analysis. To the knowledge of Republic, the information and data furnished by Republic or any Republic Insurer to its independent actuaries in compliance connection with the preparation of the Republic Actuarial Analyses were accurate in all material respects with all Applicable Laws and within for the scope of the approvals (if any) received with respect thereto. No material deficiencies have been asserted by any Governmental Authority with respect to any such filings or compliance with the filings or approvals issued by the Insurance Regulators which have not been cured or otherwise resolved. (b) The underwriting standards and ratings applied by the Ceding Company since such date with respect to Group Contracts have conformed in all material respects to those contained periods covered in the underwriting manuals utilized by the Ceding Company, as in effect at the times such Group Contracts were underwrittenRepublic Actuarial Analyses. (c) Since December 31, 2014, Seller and any applicable Affiliates have timely paid in all material respects all guaranty fund assessments that have been due, claimed or asserted by, or are the subject of any voluntary contribution commitment to, any state guaranty fund or association or any Insurance Regulator in any jurisdiction in which Seller or any applicable Affiliate operates the Business arising out of or resulting from such operation of the Business by Seller and its Affiliates. Except for regular periodic assessments in the ordinary course of business or assessments based on developments that are publicly known within the insurance industry, no material claim or assessment is pending or, to the Knowledge of Seller, threatened against Seller or any Affiliate with respect to the Business by any state insurance guaranty association in connection with such association’s fund relating to insolvent insurers. (d) The Business does not include (i) any policies issued to a plan sponsor located outside the United States and its territories, or (ii) any policies issued to plan sponsors located in the United States to cover primarily employees located outside the United States.

Insurance Business. (ai) Except as set forth otherwise would not, individually or in Section 3.13 of the Seller Disclosure Scheduleaggregate, since December 31be reasonably likely to have a Company Material Adverse Effect, 2014 any applicationall policies, form of insurance policybinders, certificates slips, certificates, annuity contracts and participation agreements and other agreements of insurance, riderswhether individual or group, in effect as of the date hereof (including all applications, supplements, endorsements, advertising material, rate, rule or producer compensation utilized riders and ancillary agreements in connection therewith) that are issued by the Seller Company Insurance Companies (the "COMPANY INSURANCE CONTRACTS") and its Affiliates (solely with respect toany and all marketing materials, and are, to the extent related torequired under applicable law, the Business), the use or issuance of which requires filing or approval, has been appropriately filed, and, if required, on forms approved by the Insurance Regulator of any state in applicable insurance regulatory authorities or which such application forms, forms of insurance policies, advertising materials and rates and rules are required to be have been filed and (as applicable) approved or not objected to by such authorities within the period provided for approval or objection, and such forms comply in all material respects with the insurance statutes, regulations and rules applicable thereto. Section 5.1(u) of the Disclosure Letter contains (A) a true and complete list of all forms of Insurance Contracts that (1) are currently used by the Company to sell insurance products or (2) have been used by the Company to sell insurance products since January 1, 1985 for business which is still in force and represents greater than $20,000,000 of insurance in force and (B) relevant financial information for certain years for the Insurance Contracts. Premium rates established by the Company Insurance Companies that are required to be filed with or approved by insurance regulatory authorities have been so filed or approved, the premiums charged conform thereto in all material respects, and such premiums comply in all material respects with the insurance statutes, regulations and rules applicable thereto, except for failures where the failure to effect such filings be so filed or secure such approvalsapproved, which or to so conform or comply, would not, individually or in the aggregate, be reasonably be expected likely to have a Company Material Adverse Effect. (ii) Prior to the date hereof, the Company has delivered to Parent a true and correct summary of each material Contract between any Company Insurance Company and its respective reinsurance intermediaries. All such application formsNo agent, forms manager, reinsurance intermediary, broker or distributor of any Company Insurance Company has binding authority on behalf of any Company Insurance Company. No insurance policiesagent, advertising materials and rates manager, reinsurance intermediary, broker or rules are utilized in compliance in all material respects with all Applicable Laws and within the scope distributor, or group of related agents, reinsurance intermediaries, brokers or distributors (except employees of any Company Insurance Company), accounted for more than ten percent of the approvals gross premium income or annuity deposits or charges of any of the Company Insurance Companies for the year ended December 31, 1996. (if anyiii) received with respect thereto. No material deficiencies have been asserted Prior to the date hereof, the Company has delivered to Parent a true and complete copy of any actuarial reports prepared by any Governmental Authority actuaries, independent or otherwise, with respect to any such filings Company Insurance Company since December 31, 1994, and all attachments, addenda, supplements and modifications thereto (the "COMPANY ACTUARIAL ANALYSES"). To the Knowledge of the Company, the information and data furnished by the Company or compliance any Company Insurance Company to its independent actuaries in connection with the filings or approvals issued by preparation of the Company Actuarial Analyses were accurate in all material respects. Furthermore, each Company Actuarial Analysis was based upon an accurate inventory of policies in force for the Company and the Company Insurance Regulators which have not been cured or otherwise resolvedCompanies, as the case may be, at the relevant time of preparation, was prepared using appropriate modeling procedures accurately applied and in conformity with generally accepted actuarial standards consistently applied, and the projections contained therein were properly prepared in accordance with the assumptions stated therein. (biv) The underwriting standards and ratings applied None of Standard & Poor's Corporation, Moody's Investors Service, Inc. or A.M. Best Company has xxxx xhe Company that any rating presently held by the Ceding Company since Insurance Companies is likely to be modified, qualified, lowered or placed under such date with respect to Group Contracts have conformed in all material respects to those contained in surveillance or review for any reason, including as a result of the underwriting manuals utilized by the Ceding Company, as in effect at the times such Group Contracts were underwrittentransactions contemplated hereby. (cv) Since Prior to the date hereof, the Company has delivered to Parent true and complete summaries of all analyses, reports and other data prepared by any Company Insurance Company or submitted by any Company Insurance Company to any insurance regulatory authority relating to risk-based capital calculations or IRIS ratios as of December 31, 2014, Seller and any applicable Affiliates have timely paid in all material respects all guaranty fund assessments that have been due, claimed or asserted by, or are the subject of any voluntary contribution commitment to, any state guaranty fund or association or any Insurance Regulator in any jurisdiction in which Seller or any applicable Affiliate operates the Business arising out of or resulting from such operation of the Business by Seller and its Affiliates. Except for regular periodic assessments in the ordinary course of business or assessments based on developments that are publicly known within the insurance industry, no material claim or assessment is pending or, to the Knowledge of Seller, threatened against Seller or any Affiliate with respect to the Business by any state insurance guaranty association in connection with such association’s fund relating to insolvent insurers1996. (dvi) The Business does not include Prior to the date hereof, the Company has delivered to Parent a true and correct list on an aggregate basis of the maximum underlying retentions (inet of all reinsurance maintained) on all insurance and reinsurance policies written or entered into by any policies issued to a plan sponsor located outside the United States and its territoriesCompany Insurance Company since December 31, or (ii) any policies issued to plan sponsors located in the United States to cover primarily employees located outside the United States1994.

Insurance Business. (a) Except as set forth in Section 3.13 of the Seller Disclosure Schedule, since December 31January 1, 2014 2013, any applicationapplication form, form of insurance policy, certificates of insurance, riders, endorsements, written advertising material, rate, rate or rule or producer compensation utilized by the Seller and its Affiliates (solely AEB Companies with respect to, and to the extent related to, the Business), the use or issuance of which requires filing or approval, has have been appropriately filed, and, if required, approved by the Insurance Regulator of any state in which such application forms, forms of insurance policies, advertising materials and rates and or rules are required to be filed (or, with respect to the California DHMO, the California DMHC) and (as applicable) approved or not objected to by such authorities within the period provided for approval or objection, except for failures to effect such filings or secure such approvals, which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All such application forms, forms of insurance policies, advertising materials and rates or rules are utilized in compliance in all material respects with all Applicable Laws and within the scope of the approvals (if any) received with respect thereto. No material deficiencies have been asserted by any Governmental Authority with respect to any such filings or compliance with the filings or approvals issued by the Insurance Regulators which have not been cured or otherwise resolved. (b) Seller has made available to Purchaser true and complete copies of all underwriting manuals (including each amendment thereto) utilized by the Ceding Companies with respect to the Business since January 1, 2013. The underwriting standards and ratings applied by the each Ceding Company since such date with respect to Group Contracts AEB Policies have conformed in all material respects to those contained in the underwriting manuals utilized by the such Ceding Company, as in effect at the times such Group Contracts AEB Policies were underwritten. (c) Since December 31January 1, 20142013, Seller and any applicable Affiliates have timely paid in all material respects all guaranty fund assessments that have been due, claimed or asserted by, or are the subject of any voluntary contribution commitment to, any state guaranty fund or association or any Insurance Regulator in any jurisdiction in which Seller or any applicable Affiliate operates the Business arising out of or resulting from such operation of the Business by Seller and its Affiliates. Except for regular periodic assessments in the ordinary course of business or assessments based on developments that are publicly known within the insurance industry, no material claim or assessment is pending or, to the Knowledge of Seller, threatened against Seller or any Affiliate with respect to the Business by any state insurance guaranty association in connection with such association’s fund relating to insolvent insurers. (d) The Business does not include (i) any policies issued to a plan sponsor located outside the United States and its territories, or (ii) any policies issued to plan sponsors located in the United States to cover primarily employees located outside the United States.

Insurance Business. (a) Except as set forth on Schedule 4.18 hereto: (a) The Insurance Policies, as well as any related application form, written advertising material and rate or rule currently marketed by Sellers and Parent in Section 3.13 of the Seller Disclosure Schedule, since December 31, 2014 any application, form of insurance policy, certificates of insurance, riders, endorsements, advertising material, rate, rule or producer compensation utilized by the Seller and its Affiliates (solely with respect to, and to the extent related to, the Business), the use or issuance of which requires filing or approval, has have been appropriately filed, and, and if required, approved by the Insurance Regulator insurance regulatory authorities of any state in which such application forms, policies and forms of insurance policies, advertising materials and rates and rules are required to be filed and (as applicable) approved or not objected to by such authorities within the period provided for approval or objection, except for failures to effect such filings or secure such approvals, which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All such application policies and certificates, forms, forms of insurance policiesapplications, advertising materials and rates or rules are utilized in compliance in all material respects with all Applicable Laws applicable laws and within regulations; (b) Since March 1, 1999, no form of personal lines insurance coverage written by Sellers has been amended and no sales of personal lines insurance coverage using any new forms have been commenced; (c) There is no dispute, action, suit, proceeding or arbitration pending or, to the scope knowledge of Sellers or Parent, threatened, between any Seller or Parent and any reinsurer involving claims or losses relating to the Business or any reinsurance policy issued in connection therewith; (d) Except in the ordinary course of business, (i) Sellers are not liable to pay commissions upon the renewal of any Insurance Policy or Post-Closing Policy and (ii) Sellers are not a party to any agreement providing for the collection of insurance premiums payable to Sellers by any other person in connection with the Insurance Policies; (e) The underwriting standards utilized and ratings applied by each Seller with respect to its in force Insurance Policies outstanding as of the approvals (if any) received with respect thereto. No material deficiencies Signing Date and as of the Closing Date have been asserted by any Governmental Authority provided to Purchaser and conform, with respect to any such filings contract reinsured in whole or compliance with in part, to the filings or approvals issued by the Insurance Regulators which have not been cured or otherwise resolved. (b) The underwriting standards and ratings applied required pursuant to the terms of the related reinsurance or other similar contracts, and such standards are in accordance with generally accepted insurance practices. Sellers and Parent have provided Purchaser with copies of all written underwriting policies in connection with the Business; (f) To the knowledge of Sellers and Parent: (i) each insurance agent or broker, at the time such agent or broker wrote, sold or produced any Insurance Policy, was duly licensed as an insurance agent or broker (for the type of business written, sold or produced by the Ceding Company since such date with respect to Group Contracts have conformed in all material respects to those contained insurance agent or broker) in the underwriting manuals utilized by the Ceding Company, as in effect at the times such Group Contracts were underwritten. (c) Since December 31, 2014, Seller and any applicable Affiliates have timely paid in all material respects all guaranty fund assessments that have been due, claimed or asserted by, or are the subject of any voluntary contribution commitment to, any state guaranty fund or association or any Insurance Regulator in any particular jurisdiction in which such agent or broker wrote, sold or produced such business for any such Seller or any applicable Affiliate operates the Business arising out of or resulting from such operation of the Business by Seller and its Affiliates. Except for regular periodic assessments in the ordinary course of business or assessments based on developments that are publicly known within the insurance industry, no material claim or assessment is pending or, to the Knowledge of Seller, threatened against Seller or any Affiliate with respect to the Business by any state insurance guaranty association in connection with such association’s fund relating to insolvent insurers. (d) The the Business does not include (i) any policies issued to a plan sponsor located outside the United States and its territories, or (ii) no such insurance agent or broker violated (or with notice or lapse of time or both would have violated) any policies issued term or provision of any law or order in connection with any Insurance Policy; (g) Parent, Sellers and employees, agents (including agents and brokers acting through general agents), regional directors, brokers, representatives or persons acting on their respective behalf are not subject to plan sponsors located any market conduct claim relating to in force Insurance Policies; Parent and Sellers have not received notice of or are not aware of any action by Parent, Sellers or any of their respective employees, agents (including agents acting through general agents), brokers, regional directors, representatives or persons acting on their behalf that could reasonably be expected to give rise to a market conduct claim relating to in force Insurance Policies; and the United States to cover primarily employees located outside sales practices of Parent and Sellers and their respective agents (including agents acting through general agents and brokers), regional directors, brokers, representatives or persons acting on their behalf in connection with in force Insurance Policies are and have been in compliance with all applicable laws and regulations from and after January 1, 1998; and (h) As of the United StatesSigning Date the Sellers' Reading Facility is processing Insurance Policies in accordance with property and casualty industry standards.

Insurance Business. (ai) Except as set forth otherwise is not, individually or in Section 3.13 the aggregate, reasonably likely to have a Company Material Adverse Effect, all policies, binders, slips, certificates, guaranteed investment contracts, annuity contracts and participation agreements and other agreements of insurance and reinsurance, whether individual or group, in effect as of the Seller Disclosure Scheduledate hereof (including all applications, since December 31, 2014 any application, form of insurance policy, certificates of insurance, riderssupplements, endorsements, advertising material, rate, rule or producer compensation utilized riders and ancillary agreements in connection therewith) that are issued by the Seller Company Life Insurance Companies (the "Company Life Insurance Contracts") and its Affiliates (solely with respect toany and all marketing materials, and are, to the extent related torequired under applicable Law, the Business), the use or issuance of which requires filing or approval, has been appropriately filed, and, if required, on forms approved by the Insurance Regulator of any state in applicable insurance regulatory authorities or which such application forms, forms of insurance policies, advertising materials and rates and rules are required to be have been filed and (as applicable) approved or not objected to by such authorities within the period provided for approval or objection, and such forms comply in all material respects with the insurance statutes, regulations and rules applicable thereto. Premium rates established by the Company Life Insurance Companies that are required to be filed with or approved by insurance regulatory authorities have been so filed or approved, the premiums charged conform thereto in all material respects, and such premiums comply in all material respects with the insurance statutes, regulations and rules applicable thereto, except for failures where the failure to effect such filings be so filed or secure such approvalsapproved, which would or to so conform or comply, is not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. All such application forms, forms of insurance policies, advertising materials and rates or rules are utilized in compliance in all material respects with all Applicable Laws and within the scope of the approvals (if any) received with respect thereto. No material deficiencies have been asserted by any Governmental Authority with respect to any such filings or compliance with the filings or approvals issued by the Insurance Regulators which have not been cured or otherwise resolved. (bii) The underwriting standards To the knowledge of the Company as of the date hereof, each insurance agent, third party administrator, manager, marketer, underwriter, broker, reinsurance intermediary and ratings applied distributor (each an "Agent"), at the time such Agent wrote, sold, produced or managed business for any Company Life Insurance Company was duly licensed (for the type of business written, sold, produced or managed) and no such Agent violated (or with or without notice or lapse of time or both, would have violated) any term or provision of any Law applicable to the writing, sale, production or management of business for any Company Life Insurance Company, except for such failures to be licensed or such violations which have been cured, which have been resolved or settled through agreements with applicable Governmental Entities or which are barred by the Ceding Company since such date with respect to Group Contracts an applicable statute of limitations, or that have conformed in all material respects to those contained not had or are not, individually or in the underwriting manuals utilized by the Ceding Companyaggregate, as in effect at the times such Group Contracts were underwrittenreasonably likely to have a Company Material Adverse Effect. (ciii) Since December 31Prior to the date hereof, 2014, Seller the Company has delivered to Parent a true and correct summary of each material Contract between any Company Life Insurance Company and any applicable Affiliates have timely paid in reinsurance intermediary and of each material pooling agreement to which a Company Life Insurance Company is a party, including all material respects all guaranty fund assessments that have been due, claimed agreements relating to or asserted by, or are the subject of any voluntary contribution commitment to, any state guaranty fund or association or any Insurance Regulator in any jurisdiction in which Seller or any applicable Affiliate operates the Business arising out of or resulting from such operation of in connection with the Business by Seller and its Affiliates. Except for regular periodic assessments in the ordinary course of business or assessments based on developments that are publicly known within the insurance industry, no material claim or assessment is pending or, Unicover pool. (iv) Prior to the Knowledge date hereof, the Company has delivered to Parent a true and complete copy of Seller, threatened against Seller or any Affiliate actuarial reports prepared by independent actuaries with respect to reserve adequacy of any Company Life Insurance Company since December 31, 1997, and all attachments, addenda, supplements and modifications thereto (the Business "Company Actuarial Analyses"). To the knowledge of the Company, the information and data furnished by the Company or any state insurance guaranty association Company Life Insurance Company to its independent actuaries in connection with such association’s fund relating to insolvent insurersthe preparation of the Company Actuarial Analyses were accurate in all material respects. (dv) The Business does To the knowledge of the Company as of the date hereof, all amounts recoverable under reinsurance, coinsurance or other similar Contracts to which any Company Life Insurance Company is a party (including, but not include limited to, amounts based on paid and unpaid losses) are fully collectible. (ivi) As of the date hereof, none of Standard & Poor's Corporation, Xxxxx'x Investors Service, Inc. or A.M. Best Company has told the Company that any policies issued rating presently held by the Company Life Insurance Companies is likely to a plan sponsor located outside the United States and its territoriesbe modified, qualified, lowered or (ii) placed under such surveillance or review for any policies issued to plan sponsors located in the United States to cover primarily employees located outside the United Statesreason.