Common use of Insurance Business Clause in Contracts

Insurance Business. (a) Each Subsidiary of the Company that underwrites insurance (specifically, TLIC, FBLIC and TAI, each, an “Insurance Company”) is (i) duly licensed or authorized as an insurance company in its jurisdiction of domicile; (ii) duly licensed, authorized or otherwise eligible to transact the business of insurance in each other jurisdiction where it is required to be so licensed, authorized or eligible; and (iii) duly licensed, authorized or eligible in its jurisdiction of organization and each other applicable jurisdiction to write each line of insurance reported as being written in the Statutory Statements. Each jurisdiction in which any Insurance Company is domiciled, commercially domiciled, licensed, authorized or eligible to conduct its business as presently conducted is set forth in Section 4.17(a) of the Company Disclosure Schedule. All of the insurance licenses held by each Insurance Company are in good standing and full force and effect, and none of such insurance licenses is subject to any conditions or limitations except as set forth therein. There is no Proceeding pending or, to the Knowledge of the Company, threatened which would reasonably be expected to lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any license, authorization or eligibility of any Insurance Company to transact the business of insurance as presently conducted. All applications required to have been filed for the renewal of each insurance license have been duly filed on a timely basis with the appropriate Governmental Authority, and all other material filings required to have been made with respect to each license have been duly made on a timely basis with the appropriate Governmental Authority. (b) The Company has made available to Buyer prior to the date hereof complete and correct copies of all reports (or the most recent drafts thereof, to the extent any final reports are not available) since January 1, 2019 relating to any financial or market conduct or other examinations of the Company or any of its Subsidiaries conducted by any Insurance Department, and all material correspondence, orders, filings, inquiries and communications relating to the Company or any of its Subsidiaries received from or delivered to any applicable Insurance Department since January 1, 2019. There are no examinations, investigations or material inquiries by any Insurance Department in progress with respect to the Company or any of its Subsidiaries (other than normal and customary inquiries from Insurance Departments), nor, to the Knowledge of the Company, are any such examinations, investigations or material inquiries pending or scheduled or, to the Knowledge of the Company, threatened (other than normal and customary inquiries pending or scheduled) with respect to the Company or any of its Subsidiaries. Any material deficiencies or alleged violations noted in the examination reports, inquiries, investigations, communications and other materials described above have been resolved to the reasonable satisfaction of the Insurance Department that noted such deficiencies or violations. (c) All in force Company Insurance Policies are and have been, on policy forms, at rates and with associated amendments, applications, marketing materials, brochures, illustrations and certificates, to the extent required under Applicable Law, that have been approved by the applicable Governmental Authorities or which have been filed and not objected to by such Governmental Authorities within the period provided for objection. No material deficiencies have been asserted in writing, or to the Knowledge of the Company, orally by any Governmental Authority with respect to any such filings which have not been cured or otherwise resolved. The Company has made available to Buyer all policy forms on which all in force Company Insurance Policies have been issued. All Company Insurance Policies and all such policy forms, amendments, applications, marketing materials, brochures, illustrations and certificates comply in all material respects with, and have been administered in all material respects in accordance with, Applicable Law. (d) To the Knowledge of the Company, each Person performing the duties of insurance producer, agency, managing general agent, third party administrator, broker, solicitor, adjuster, marketer, underwriter, wholesaler, distributor, producer or customer representative for the Company and its Subsidiaries (collectively, “Producers”), at the time such Producer wrote, sold, solicited, produced, serviced or adjusted business, or performed such other act for or on behalf of the Company or any of its Subsidiaries that may require a producer’s, solicitor’s, broker’s, adjusters’ or other insurance license, was duly licensed and appointed, where required, as an insurance producer, agency, managing general agent, third party administrator, broker, solicitor, adjuster, marketer, underwriter, wholesaler, distributor, producer or customer representative, as applicable (for the type of business written, sold or produced in the particular jurisdiction in which such Producer wrote, sold, produced, solicited, serviced or adjusted such business). (e) No Producer has any underwriting or binding authority on behalf of the Company or its Subsidiaries, and neither the Company nor any Subsidiary is party to any managing general agency Contract or other similar Contract. (f) To the Knowledge of the Company, the Company Insurance Policies have been marketed, sold, underwritten and issued in material compliance with the applicable underwriting guidelines of the Insurance Company that underwrote or issued such Company Insurance Policies and all Applicable Laws. (g) The aggregate reserves for liabilities under the Company Insurance Policies, as reflected in each of the Statutory Statements filed since January 1, 2019, were (i) based on actuarial assumptions that were reasonable in relation to relevant policy provisions, (ii) as of these respective dates met the applicable requirements of the insurance laws and regulations of the relevant Insurance Company’s state of domicile, (iii) were in compliance with SAP (except as otherwise noted in such Statutory Statements), (iv) computed in accordance with generally accepted actuarial principles consistently applied and on the basis of methodologies consistent in all material respects with those utilized in prior years (except as otherwise noted in such Statutory Statements) and (v) based on actuarial information and data and inventories of Company Insurance Policies that were, in the aggregate, accurate in all material respects. None of the Insurance Companies has intentionally or willfully misstated, underestimated or overestimated in any Statutory Statement any liabilities in respect of insurance reserves, losses or loss adjustment expenses. (h) The Company and its Subsidiaries have made available to Buyer copies of all reports issued by its independent actuaries with respect to the Company and its Subsidiaries since January 1, 2019 (the “Actuarial Reports”). The information and data furnished by the Company and its Subsidiaries in connection with the preparation of the Actuarial Reports were derived from the books and records of the Company and its Subsidiaries and were accurate in all material respects as of the date so furnished. Neither the Company nor its Subsidiaries have received any new or revised report, or any supplements or addenda, with respect to the Actuarial Reports from the independent actuary responsible therefor. (i) Since January 1, 2019, each Insurance Company has timely paid in all material respects all claims and assessments that have been due, claimed or asserted by, or are the subject of any voluntary contribution commitment to, any guaranty fund, no such claim or assessment is pending, and neither the Company nor any Subsidiary has received notice of any such claim or assessment. (j) Since January 1, 2019, each Insurance Company has been in compliance in all material respects with all applicable solvency requirements, including risk-based capital requirements under Applicable Law. (k) Since January 1, 2019, (i) there has not been any dispute with respect to any material amounts recoverable or payable by an Insurance Company pursuant to any Reinsurance Agreement, (ii) neither the Company nor any of its Subsidiaries has received any written or oral notice of any actual or proposed increase in the rate payable under any Reinsurance Agreement, and no such increase has occurred and (iii) no reinsurer party to a Reinsurance Agreement has denied coverage with respect to any current or prospective material claim. All amounts owed under any Reinsurance Agreements have been timely paid in accordance with their terms. No Reinsurance Agreement is currently subject to any pending audit by any counterparty thereunder, and no counterparty under any Reinsurance Agreement has the right, as a result of the consummation of the Transactions, to modify the price or other terms of such Reinsurance Agreement. As of and since December 31, 2022, the Insurance Companies were entitled under SAP to take full financial statement credit for all amounts for which such financial statement credit was taken in the applicable Statutory Statements as at and since December 31, 2022 for any amounts recoverable by such Insurance Company pursuant to any Reinsurance Agreement. To the Knowledge of the Company, no counterparty under any Reinsurance Agreement is the subject of any rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding. Neither the Company nor any Subsidiary has received any notice from any other party to a Reinsurance Agreement, or has a reasonable basis to believe, (i) that the financial condition of such other party to any Reinsurance Agreement is impaired with the result that a default thereunder may reasonably be anticipated, or (ii) from any applicable reinsurer that any amount of reinsurance ceded by the Company will be uncollectible or otherwise defaulted upon. Neither the Company nor any of its Subsidiaries has received any written notice, or has a reasonable basis to believe, of any material default under any Reinsurance Agreement that has not been cured or remedied to the satisfaction of the parties thereto. (l) The Company and its Subsidiaries are and have been in compliance in all material respects with the Oklahoma Insurance Holding Company System Regulatory Act.

Insurance Business. (a) Each Subsidiary Company possesses a certificate of the Company that underwrites authority or other authorization to transact insurance (specifically, TLIC, FBLIC and TAI, each, an “Insurance CompanyLicense”) is (i) duly licensed or authorized as an insurance company in its jurisdiction of domicile; (ii) duly licensed, authorized or otherwise eligible to transact the business of insurance in each other jurisdiction where it state in which each Company is required to possess an Insurance License, except as would not reasonably be so licensedexpected, authorized individually or eligible; and (iii) duly licensed, authorized or eligible in its jurisdiction of organization and each other applicable jurisdiction to write each line of insurance reported as being written in the Statutory Statements. Each jurisdiction in which any Insurance aggregate, to have a Company is domiciled, commercially domiciled, licensed, authorized or eligible to conduct its business as presently conducted is set forth in Section 4.17(a) of the Company Disclosure ScheduleMaterial Adverse Effect. All of the insurance licenses held by each such Insurance Company Licenses are in good standing and full force and effect, effect and none neither Company has received written notice of such insurance licenses is subject to any conditions investigation or limitations except as set forth therein. There is no Proceeding pending or, to the Knowledge of the Company, threatened which proceeding that would reasonably be expected to lead to result in the revocation, amendment, failure to renew, limitation, suspension or restriction revocation of any license, authorization or eligibility of any such Insurance Company to transact the business of insurance as presently conducted. All applications required to have been filed for the renewal of each insurance license have been duly filed on a timely basis with the appropriate Governmental Authority, and all other material filings required to have been made with respect to each license have been duly made on a timely basis with the appropriate Governmental AuthorityLicense. (b) The Neither Company has made available to Buyer prior to is currently the date hereof complete and correct copies subject of all reports (or the most recent drafts thereofany supervision, to the extent any final reports are not available) since January 1conservation, 2019 relating to any financial or market conduct rehabilitation, liquidation, receivership, insolvency or other examinations similar proceeding, nor is either Company operating under any formal or informal agreement or understanding with the licensing authority of the Company any state which restricts its authority to do business or requires it to take, or refrain from taking, any of its Subsidiaries conducted by any Insurance Department, and all material correspondence, orders, filings, inquiries and communications relating to the Company or any of its Subsidiaries received from or delivered to any applicable Insurance Department since January 1, 2019. There are no examinations, investigations or material inquiries by any Insurance Department in progress with respect to the Company or any of its Subsidiaries (other than normal and customary inquiries from Insurance Departments), nor, to the Knowledge of the Company, are any such examinations, investigations or material inquiries pending or scheduled or, to the Knowledge of the Company, threatened (other than normal and customary inquiries pending or scheduled) with respect to the Company or any of its Subsidiaries. Any material deficiencies or alleged violations noted in the examination reports, inquiries, investigations, communications and other materials described above have been resolved to the reasonable satisfaction of the Insurance Department that noted such deficiencies or violationsaction. (c) All Except as set forth in force Company Section 2.11(c) of the Seller Disclosure Letter, to the Seller’s Knowledge, each Company’s Life Insurance Policies are and Annuity Contracts are, and since January 1, 2004 have been, on policy forms, at rates and with associated amendments, applications, marketing materials, brochures, illustrations and certificates, been to the extent required under Applicable applicable Law, that have been on forms approved by the applicable Governmental Authorities Insurance Department or which have been filed and or not objected to by such Governmental Authorities Insurance Department within the period provided for objection. No material deficiencies have been asserted in writing, or to the Knowledge of the Company, orally by any Governmental Authority with respect to any such filings which have not been cured or otherwise resolved. The Company has made available to Buyer all policy forms on which all in force Company Insurance Policies have been issued. All Company Insurance Policies and all such policy forms, amendments, applications, marketing materials, brochures, illustrations and certificates comply in all material respects with, and have been administered in all material respects in accordance with, Applicable Law. (d) To Except as would not reasonably be expected, individually or in the Knowledge of the Companyaggregate, to have a Company Material Adverse Effect, each Person performing the duties of insurance producerCompany has filed all reports, agencystatements, managing general agentregistrations, third party administrator, broker, solicitor, adjuster, marketer, underwriter, wholesaler, distributor, producer filings or customer representative for the Company and its Subsidiaries submissions (collectively, “Producers”), at the time such Producer wrote, sold, solicited, produced, serviced or adjusted business, or performed such other act for or including those on behalf of its separate accounts) required to be filed with any Insurance Department or the Company SEC since January 1, 2004. As of their respective dates of filing with the SEC or any of its Subsidiaries that may require a producer’s, solicitor’s, broker’s, adjusters’ or other insurance license, was duly licensed and appointed, where required, as an insurance producer, agency, managing general agent, third party administrator, broker, solicitor, adjuster, marketer, underwriter, wholesaler, distributor, producer or customer representativethe applicable Insurance Department, as applicable (for or, if amended or superseded by a filing prior to the type date hereof, as of business writtenthe date of such filing), sold all such reports, statements, documents registrations, filings and submissions complied in all material respects with applicable Law and none of such reports, statements, documents, registrations, filings or produced submissions, as the case may be, when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the particular jurisdiction statements therein, in light of the circumstances under which such Producer wrotethey were made, soldnot misleading. The Seller has made available to the Buyer copies of all material reports on financial examination, producedmarket conduct reports and other reports delivered by any Insurance Department in respect of each Company since January 1, solicited, serviced or adjusted such business)2004. (e) No Producer has any underwriting or binding authority on behalf of the Neither Company or its Subsidiaries, and neither the Company nor any Subsidiary is a party to or subject to any managing general agency Contract undertaking, stipulation, consent decree, or other similar Contractorder entered into with or issued by any Insurance Department restricting the payment by it of dividends. (f) To the Knowledge of the Company, the Company Insurance Policies have been marketed, sold, underwritten and issued in material compliance with the applicable underwriting guidelines of the Insurance Company that underwrote or issued such Company Insurance Policies and all Applicable Laws. (g) The aggregate reserves for liabilities under the Company Insurance Policies, as reflected in each of the Statutory Statements filed since January 1, 2019, were (i) based on actuarial assumptions that were reasonable in relation to relevant policy provisions, (ii) as of these respective dates met the applicable requirements of the insurance laws and regulations of the relevant Insurance Company’s state of domicile, (iii) were in compliance with SAP (except as otherwise noted in such Statutory Statements), (iv) computed in accordance with generally accepted actuarial principles consistently applied and on the basis of methodologies consistent in all material respects with those utilized in prior years (except as otherwise noted in such Statutory Statements) and (v) based on actuarial information and data and inventories of Company Insurance Policies that were, in the aggregate, accurate in all material respects. None of the Insurance Companies Seller has intentionally or willfully misstated, underestimated or overestimated in any Statutory Statement any liabilities in respect of insurance reserves, losses or loss adjustment expenses. (h) The Company and its Subsidiaries have made available to the Buyer copies a copy of the actuarial report prepared by Mxxxxxxx, Inc. (“Milliman”), dated March 17, 2007, and all reports issued by its independent actuaries with respect to attachments, addenda, supplements and modifications thereto, including the Company and its Subsidiaries since January 1roll-forward of appraisal value dated June 29, 2019 2007 (the “Actuarial ReportsReport”). The Except as set forth in Section 2.11(f) of the Seller Disclosure Letter, the information and data furnished by the Company and its Subsidiaries Companies in writing to Milliman expressly in connection with the preparation of the Actuarial Reports Report (i) were derived from based on the books Records, except where the circumstances required supplemental information, and records of (ii) to the Company and its Subsidiaries and Seller’s Knowledge, were accurate in all material respects as of the date so furnished. Neither the Company nor its Subsidiaries have received any new or revised report, or any supplements or addenda, with respect to the Actuarial Reports from the independent actuary responsible thereforrespects. (ig) Since January 1Except as set forth in Section 2.11(g) of the Seller Disclosure Letter, 2019to the Seller’s Knowledge, each Insurance Company has timely paid in all material respects all claims and assessments that have been due, claimed or asserted by, or are the subject of any voluntary contribution commitment to, any guaranty fund, no such claim or assessment is pending, and neither the Company nor any Subsidiary has received notice of any such claim or assessment. (j) Since January 1, 2019, each Insurance Company has been in compliance in all material respects with all applicable solvency requirementsInsurance Laws, all applicable securities laws and FINRA requirements regulating the marketing and sale of life insurance policies and annuity contracts, except for such non-compliance as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, including risk-based capital applicable Insurance Laws, applicable securities laws and FINRA requirements under Applicable Law. (k) Since January 1regulating advertisements and sales literature, 2019requiring mandatory disclosure of policy information, requiring employment of standards to determine if the purchase of a policy or contract is suitable for an applicant, prohibiting the use of unfair methods of competition and deceptive acts or practices and regulating replacement transactions. For purposes of this Section 2.11(g), (i) there has not been any dispute with respect to “advertisements and sales literature” means any material amounts recoverable that is published or payable by an Insurance Company pursuant to used in any Reinsurance Agreement, (ii) neither the Company nor any of its Subsidiaries has received any written or oral notice of any actual or proposed increase in the rate payable under any Reinsurance Agreement, and no such increase has occurred and (iii) no reinsurer party to a Reinsurance Agreement has denied coverage with respect to any current or prospective material claim. All amounts owed under any Reinsurance Agreements have been timely paid in accordance with their terms. No Reinsurance Agreement is currently subject to any pending audit by any counterparty thereunder, and no counterparty under any Reinsurance Agreement has the right, as a result of the consummation of the Transactions, to modify the price electronic or other terms of such Reinsurance Agreement. As of and since December 31, 2022, the Insurance Companies were entitled under SAP to take full financial statement credit for all amounts for which such financial statement credit was taken in the applicable Statutory Statements as at and since December 31, 2022 for any amounts recoverable by such Insurance Company pursuant to any Reinsurance Agreement. To the Knowledge of the Company, no counterparty under any Reinsurance Agreement is the subject of any rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding. Neither the Company nor any Subsidiary has received any notice from any other party to a Reinsurance Agreement, or has a reasonable basis to believe, (i) that the financial condition of such other party to any Reinsurance Agreement is impaired with the result that a default thereunder may reasonably be anticipated, or (ii) from any applicable reinsurer that any amount of reinsurance ceded by the Company will be uncollectible or otherwise defaulted upon. Neither the Company nor any of its Subsidiaries has received any written notice, or has a reasonable basis to believe, of any material default under any Reinsurance Agreement that has not been cured or remedied to the satisfaction of the parties thereto. (l) The Company and its Subsidiaries are and have been in compliance in all material respects with the Oklahoma Insurance Holding Company System Regulatory Act.public

Insurance Business. (a) Each Subsidiary of All Insurance Contracts issued by the Company that underwrites insurance (specifically, TLIC, FBLIC and TAI, each, an “Insurance Company”) is (i) duly licensed or authorized as an insurance company in its jurisdiction of domicile; (ii) duly licensed, authorized or otherwise eligible to transact the business of insurance in each other jurisdiction where it is required to be so licensed, authorized or eligible; and (iii) duly licensed, authorized or eligible in its jurisdiction of organization and each other applicable jurisdiction to write each line of insurance reported as being written in the Statutory Statements. Each jurisdiction in which any Insurance Company is domiciled, commercially domiciled, licensed, authorized or eligible to conduct its business as presently conducted is set forth in Section 4.17(a) of the Company Disclosure Schedule. All of the insurance licenses held by each Insurance Company are in good standing and full force and effect, and none of such insurance licenses is subject to any conditions or limitations except as set forth therein. There is no Proceeding pending or, to the Knowledge of the Company, threatened which would reasonably be expected to lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any license, authorization or eligibility of any Insurance Company to transact the business of insurance as presently conducted. All applications required to have been filed for the renewal of each insurance license have been duly filed on a timely basis with the appropriate Governmental Authority, and all other material filings required to have been made with respect to each license have been duly made on a timely basis with the appropriate Governmental Authority. (b) The Company has made available to Buyer prior to the date hereof complete and correct copies of all reports (or the most recent drafts thereof, to the extent any final reports are not available) since January 1, 2019 relating to any financial or market conduct or other examinations of the Company or any of its Subsidiaries conducted by any Insurance Department, and all material correspondence, orders, filings, inquiries and communications relating to the Company or any of its Subsidiaries received from or delivered to any applicable Insurance Department since January 1, 2019. There are no examinations, investigations or material inquiries by any Insurance Department in progress with respect to the Company or any of its Subsidiaries (other than normal and customary inquiries from Insurance Departments), nor, to the Knowledge of the Company, are any such examinations, investigations or material inquiries pending or scheduled or, to the Knowledge of the Company, threatened (other than normal and customary inquiries pending or scheduled) with respect to the Company or any of its Subsidiaries. Any material deficiencies or alleged violations noted in the examination reports, inquiries, investigations, communications and other materials described above have been resolved to the reasonable satisfaction of the Insurance Department that noted such deficiencies or violations. (c) All now in force Company Insurance Policies are and have been, on policy forms, at rates and with associated amendments, applications, marketing materials, brochures, illustrations and certificatesare, to the extent required under Applicable applicable Law, that have been on forms approved by applicable insurance regulatory authorities in the applicable Governmental Authorities jurisdictions where issued or which have been filed with and not objected to by such Governmental Authorities authorities within the period provided for objection. No material deficiencies have been asserted All Insurance Contracts are consistent with all rate and form regulatory filings currently in writing, or effect for the Company in each jurisdiction in which the Company is licensed to write such Insurance Contracts. Subject to the Knowledge Buyers and Western obtaining any appropriate Insurance Licenses and all necessary Permits and entering into the appropriate Reinsurance Assumption Agreement, the transactions contemplated by this Agreement will not (i) affect the validity of any Insurance Contract issued by the Company or (ii) render any admissible assets of the CompanyCompany inadmissible under the applicable Insurance Laws of any applicable jurisdiction or the regulations promulgated thereunder. (b) Except as set forth in Section 2.20 of the Disclosure Schedule or the Statutory Financial Statements filed by the Company prior to the date of this Agreement, orally the Company is in compliance with all capital and surplus requirements of the state of Illinois and every other state in which the Company is licensed to write insurance. (c) Except as set forth in Section 2.20 of the Disclosure Schedule or the Statutory Financial Statements or the Regulatory Filings filed by the Company prior to the date of this Agreement, there is no judgment, order, Law or regulation or other instrument binding on the Company or ACFS or either of their assets or properties which has or would reasonably be expected to have the effect of prohibiting or materially restricting any Governmental Authority with respect to business practice of or the conduct of business by the Company or ACFS as presently conducted or which has any such filings which have not been cured or otherwise resolved. The Company has made available to Buyer all policy forms on which all in force Company Insurance Policies have been issued. All Company Insurance Policies and all such policy forms, amendments, applications, marketing materials, brochures, illustrations and certificates comply in all material respects with, and have been administered in all material respects in accordance with, Applicable Lawother Material Adverse Effect. (d) To the Knowledge Except as set forth in Section 2.20 of the Disclosure Schedule, all benefits payable by the Company under Insurance Contracts have in all material respects been paid (or provision for payment thereof has been made) in accordance with the terms of the Insurance Contracts under which they arose and the Company's claims manual, such payments were not delinquent and were paid (or will be paid) without fines or penalties, except for such benefits for which the Company reasonably believes there is a reasonable basis to contest payment and is currently contesting payment in a diligent and continuous manner. (e) Except as set forth in Section 2.20 of the Disclosure Schedule, since the date of the Most Recent Statutory Financial Statements, all amounts recoverable under reinsurance, coinsurance or other similar Contracts (including, without limitation, amounts based on paid and unpaid Losses) are fully collectible, except such as to which noncollectibility would not, individually or in the aggregate, have a Material Adverse Effect. (f) Section 2.20 of the Disclosure Schedule lists each Person performing the duties of insurance produceragent or broker authorized to write, agency, managing general agent, third party administrator, broker, solicitor, adjuster, marketer, underwriter, wholesaler, distributor, producer sell or customer representative produce business for the Company and its Subsidiaries Company. Except as set forth in the Disclosure Schedule: (collectively, “Producers”)i) Each insurance agent or broker, at the time such Producer agent or broker wrote, sold, solicited, produced, serviced sold or adjusted business, or performed such other act produced business for or on behalf of the Company or any of its Subsidiaries that may require a producer’s, solicitor’s, broker’s, adjusters’ or other insurance licenseCompany, was duly licensed and appointed, where required, as an insurance producer, agency, managing general agent, third party administrator, broker, solicitor, adjuster, marketer, underwriter, wholesaler, distributor, producer agent or customer representative, as applicable (broker for the type of business written, sold or produced by such insurance agent or broker in the particular jurisdiction in which such Producer agent or broker wrote, sold, produced, solicited, serviced sold or adjusted produced such business). (e) No Producer has any underwriting or binding authority on behalf of the Company or its Subsidiaries, and neither the Company nor any Subsidiary is party to any managing general agency Contract or other similar Contract. (f) To the Knowledge of business for the Company, except for such failures to be so licensed as would not, individually or in the aggregate, have a Material Adverse Effect; (ii) No insurance agent or broker violated any term or provision of any Law, judgment, order or decree by writing, selling or producing such business for the Company, except for such violations as would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) Each insurance agent or broker has promptly remitted to the Company Insurance Policies all amounts required in accordance with any agreement, arrangement or contract between such insurance agent or broker and the Company, except for such failures to remit which do not, individually or in the aggregate, have been marketed, sold, underwritten and issued in material compliance with the applicable underwriting guidelines of the Insurance Company that underwrote or issued such Company Insurance Policies and all Applicable Lawsa Material Adverse Effect. (g) The aggregate reserves for liabilities under the Company Insurance Policies, as reflected in each All of the Statutory Statements filed since January 1, 2019, were (i) based on actuarial assumptions that were reasonable in relation to relevant policy provisions, (ii) as Investment Assets of these respective dates met the applicable requirements of the insurance laws and regulations of the relevant Insurance Company’s state of domicile, (iii) were in compliance with SAP (except as otherwise noted in such Statutory Statements), (iv) computed in accordance with generally accepted actuarial principles consistently applied and on the basis of methodologies consistent in all material respects with those utilized in prior years (except as otherwise noted in such Statutory Statements) and (v) based on actuarial information and data and inventories of Company Insurance Policies that were, in the aggregate, accurate in all material respects. None of the Insurance Companies has intentionally or willfully misstated, underestimated or overestimated in any Statutory Statement any liabilities in respect of insurance reserves, losses or loss adjustment expenses. (h) The Company and its Subsidiaries have made available to Buyer copies of all reports issued by its independent actuaries with respect to the Company and its Subsidiaries since January 1, 2019 (the “Actuarial Reports”). The information and data furnished by the Company and its Subsidiaries in connection with the preparation of the Actuarial Reports were derived from the books and records each of the Company and ACFS included in its Subsidiaries and were accurate in all material respects as of the date so furnished. Neither the Company nor its Subsidiaries have received any new or revised report, or any supplements or addenda, with respect to the Actuarial Reports from the independent actuary responsible therefor. (i) Since January 1, 2019, each Insurance Company has timely paid in all material respects all claims and assessments that have been due, claimed or asserted by, or are the subject of any voluntary contribution commitment to, any guaranty fund, no such claim or assessment is pending, and neither the Company nor any Subsidiary has received notice of any such claim or assessment. (j) Since January 1, 2019, each Insurance Company has been in compliance in all material respects with all applicable solvency requirements, including risk-based capital requirements under Applicable Law. (k) Since January 1, 2019, (i) there has not been any dispute with respect to any material amounts recoverable or payable by an Insurance Company pursuant to any Reinsurance Agreement, (ii) neither the Company nor any of its Subsidiaries has received any written or oral notice of any actual or proposed increase in the rate payable under any Reinsurance Agreement, and no such increase has occurred and (iii) no reinsurer party to a Reinsurance Agreement has denied coverage with respect to any current or prospective material claim. All amounts owed under any Reinsurance Agreements have been timely paid in accordance with their terms. No Reinsurance Agreement is currently subject to any pending audit by any counterparty thereunder, and no counterparty under any Reinsurance Agreement has the right, as a result of the consummation of the Transactions, to modify the price or other terms of such Reinsurance Agreement. As of and since December 31, 2022, the Insurance Companies were entitled under SAP to take full financial statement credit for all amounts for which such financial statement credit was taken in the applicable Most Recent Statutory Financial Statements as at and since December 31, 2022 for any amounts recoverable by such Insurance Company pursuant to any Reinsurance Agreement. To the Knowledge of the Company, no counterparty under any Reinsurance Agreement is the subject of any rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding. Neither the Company nor any Subsidiary has received any notice from any other party to a Reinsurance Agreement, or has a reasonable basis to believe, (i) that the financial condition of such other party to any Reinsurance Agreement is impaired with the result that a default thereunder may reasonably be anticipated, or (ii) from any applicable reinsurer that any amount of reinsurance ceded by the Company will be uncollectible or otherwise defaulted upon. Neither the Company nor any of its Subsidiaries has received any written notice, or has a reasonable basis to believe, of any material default under any Reinsurance Agreement that has not been cured or remedied to the satisfaction of the parties thereto. (l) The Company and its Subsidiaries are and have been in compliance admitted assets comply in all material respects with the Oklahoma requirements for qualification as admitted assets under the investment provisions of the Insurance Holding Laws of the State of Illinois and the applicable Insurance Laws of each of the other jurisdictions in which the Company System Regulatory Actor ACFS possesses an Insurance License. None of the Investment Assets of the Company and ACFS fail to qualify or are not permitted investments under the investment provisions of the Insurance Laws of the State of Illinois and the applicable Insurance Laws of each of the other jurisdictions in which the Company or ACFS possess an Insurance License. (h) Neither the Company nor ACFS is required to maintain nor does either maintain any statutory deposits in any states in which it is licensed to engage in the insurance business, except in the amounts, and with respect to the states, set forth in Section 2.20 of the Disclosure Schedule or the Statutory Financial Statements. All of such deposits are maintained in amounts and in all other material respects, in accordance with applicable Insurance Laws.

Insurance Business. Except as otherwise would not reasonably be likely to have a Material Adverse Effect: (a) Each Subsidiary all policies, binders, slips, certificates, annuity contracts and participation agreements and other agreements of the Company that underwrites insurance (specificallyinsurance, TLICwhether individual or group, FBLIC and TAI, each, an “Insurance Company”) is (i) duly licensed or authorized in effect as an insurance company in its jurisdiction of domicile; (ii) duly licensed, authorized or otherwise eligible to transact the business of insurance in each other jurisdiction where it is required to be so licensed, authorized or eligible; and (iii) duly licensed, authorized or eligible in its jurisdiction of organization and each other applicable jurisdiction to write each line of insurance reported as being written in the Statutory Statements. Each jurisdiction in which any Insurance Company is domiciled, commercially domiciled, licensed, authorized or eligible to conduct its business as presently conducted is set forth in Section 4.17(a) of the Company Disclosure Schedule. All of the insurance licenses held by each Insurance Company are in good standing and full force and effect, and none of such insurance licenses is subject to any conditions or limitations except as set forth therein. There is no Proceeding pending or, to the Knowledge of the Company, threatened which would reasonably be expected to lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any license, authorization or eligibility of any Insurance Company to transact the business of insurance as presently conducted. All applications required to have been filed for the renewal of each insurance license have been duly filed on a timely basis with the appropriate Governmental Authority, and all other material filings required to have been made with respect to each license have been duly made on a timely basis with the appropriate Governmental Authority. (b) The Company has made available to Buyer prior to the date hereof complete (including all supplements, endorsements, riders and correct copies of all reports (or the most recent drafts thereof, to the extent any final reports ancillary agreements in connection therewith) that are not available) since January 1, 2019 relating to any financial or market conduct or other examinations of the Company or any of its Subsidiaries conducted issued by any Insurance Department, and all material correspondence, orders, filings, inquiries and communications relating to the Company or any of its Subsidiaries received from or delivered to any applicable Insurance Department since January 1, 2019. There are no examinations, investigations or material inquiries by any Insurance Department in progress with respect to the Company or any of its Subsidiaries (other than normal and customary inquiries from Insurance Departments), nor, to the Knowledge of the Company, are any such examinations, investigations or material inquiries pending or scheduled or, to the Knowledge of the Company, threatened (other than normal and customary inquiries pending or scheduled) with respect to the Company or any of its Subsidiaries. Any material deficiencies or alleged violations noted in the examination reports, inquiries, investigations, communications and other materials described above have been resolved to the reasonable satisfaction of the Insurance Department that noted such deficiencies or violations. (c) All in force Company Insurance Policies are and have been, on policy forms, at rates and with associated amendments, applications, marketing materials, brochures, illustrations and certificatesSubsidiaries are, to the extent required under Applicable Lawapplicable law, that have been on forms approved by the applicable Governmental Authorities insurance regulatory authorities or which have been filed and not objected to by such Governmental Authorities authorities within the period provided for objection. No material deficiencies have been asserted in writing, or to the Knowledge of the Company, orally by any Governmental Authority with respect to any and such filings which have not been cured or otherwise resolved. The Company has made available to Buyer all policy forms on which all in force Company Insurance Policies have been issued. All Company Insurance Policies and all such policy forms, amendments, applications, marketing materials, brochures, illustrations and certificates comply in all material respects withwith the insurance statutes, regulations and rules applicable thereto. Premium rates established by the Insurance Subsidiaries 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 have been administered such premiums comply in all material respects with the insurance status, regulations and rules applicable thereto. (b) All insurance policy and annuity contract benefits payable by any of the Insurance Subsidiaries and, to the Knowledge of Seller, by any other Person that is a party to or bound by any reinsurance, coinsurance or other similar agreement with any of the Insurance Subsidiaries, have been paid in accordance withwith the terms of the insurance policies, Applicable Lawannuity contracts and other contracts under which they arose, except for such benefits for which there is a reasonable basis to contest payment. (c) All advertising, promotional and sales materials and other marketing practices used by any of the Insurance Subsidiaries or any agent of any of the Insurance Subsidiaries have complied and are currently in compliance with all applicable laws. (d) To the Knowledge of the Company, each Person performing the duties of Each insurance producer, agency, managing general agent, third party administrator, broker, solicitor, adjuster, marketer, underwriter, wholesaler, distributor, producer or customer representative for the Company and its Subsidiaries (collectively, “Producers”), at the time such Producer agent wrote, sold, solicited, produced, serviced sold or adjusted business, or performed such other act produced business for or on behalf any of the Company or any of its Insurance Subsidiaries that may require a producer’ssince January 1, solicitor’s, broker’s, adjusters’ or other insurance license1998, was duly licensed and appointed, where required, as an insurance producer, agency, managing general agent, third party administrator, broker, solicitor, adjuster, marketer, underwriter, wholesaler, distributor, producer or customer representative, as applicable agent (for the type of business written, sold or produced by such insurance agent) in the particular jurisdiction in which such Producer agent wrote, sold, produced, solicited, serviced sold or adjusted produced such business). (e) No Producer has insurance agent or broker at the time such agent or broker wrote, sold or produced business for any underwriting or binding authority on behalf of the Company or its Insurance Subsidiaries, and neither the Company nor violated (or with notice or lapse of time or both would have violated) any Subsidiary is party term or provision of any law or order applicable to any managing general agency Contract aspect (including, but not limited to, the writing, sale or other similar Contractproduction) of the business of any of the Insurance Subsidiaries. (f) To the Knowledge As of the CompanyClosing Date, all insurance or investment policies, plans, or contracts, financial products, employee benefit plans, individual retirement accounts, or any similar or related policy, contract, plan or product, whether individual, group or otherwise including annuity contracts, life insurance contracts and variable contracts, (the Company "Insurance Policies Product(s)") issued, assumed, modified, exchanged or sold by any of the Insurance Subsidiaries comply (and have complied since the time of issuance, assumption, modification, exchange or sale) with all requirements of the Code, and the rules and regulations thereunder, relating to the qualifications and/or tax treatment for which the Insurance Products were intended to qualify or for which any of the Insurance Subsidiaries represented any or all of the Insurance Products qualified, including sections 72, 37 79, 101 104, 105, 106, 125, 130, 264, 401, 402, 403, 404, 408, 412, 415, 419, 419A, 457, 501, 505, 817, 818, 1035, 7702, 7702A and 7702B. No life insurance contract issued, assumed, modified, exchanged or sold by any of the Insurance Subsidiaries is a "modified endowment contract" within the meaning of section 7702A of the Code, except for a life insurance contract that was issued and administered as such. All annuity contracts and life insurance policies that are intended to qualify as "variable contracts" meet (and have met since issuance) the requirements of section 817(h) of the Code, and all segregated asset accounts held with respect to such contracts are, to the extent required, adequately diversified. The Insurance Subsidiaries' separate accounts have been marketed, sold, underwritten and issued maintained in material compliance with the applicable underwriting guidelines requirements of section 817 of the Code at all relevant times. Each of the Insurance Company that underwrote or issued such Company Insurance Policies Subsidiaries is treated as the owner, for federal income tax purposes, of all assets underlying each annuity and all Applicable Lawslife insurance contract. (g) The aggregate reserves for liabilities under the Company In providing recordkeeping and administrative services with respect to customers' Insurance PoliciesProducts whether individual or group retirement or deferred compensation plans or arrangements, as reflected in each and with respect to any life insurance or annuity contracts issued, assumed, modified, exchanged or sold by any of the Statutory Statements filed since January 1, 2019, were (i) based on actuarial assumptions that were reasonable in relation to relevant policy provisions, (ii) Insurance Subsidiaries as of these respective dates met the Closing Date, the Insurance Subsidiaries are in compliance with the applicable administrative requirements of the insurance laws Code, including sections 72, 401(a), 401(k), 403(b), 408(k), 408(p), 457(b), 7702 and 7702A of the Code and the rules and regulations thereunder, and, to the extent applicable, the requirements of the relevant Insurance Company’s state Parts 2, 3 and 4 of domicile, (iii) were in compliance with SAP (except as otherwise noted in such Statutory Statements), (iv) computed in accordance with generally accepted actuarial principles consistently applied and on the basis Title I of methodologies consistent in all material respects with those utilized in prior years (except as otherwise noted in such Statutory Statements) and (v) based on actuarial information and data and inventories of Company Insurance Policies that were, in the aggregate, accurate in all material respects. None of the Insurance Companies has intentionally or willfully misstated, underestimated or overestimated in any Statutory Statement any liabilities in respect of insurance reserves, losses or loss adjustment expensesERISA. (h) The Company underwriting standards utilized and its ratings applied by each of the Insurance Subsidiaries have made available to Buyer copies of all reports issued by its independent actuaries with respect to the Company and its Subsidiaries since January 1insurance policies, 2019 (the “Actuarial Reports”). The information and data furnished by the Company and its Subsidiaries in connection with the preparation annuity contracts or guaranteed investment contracts outstanding as of the Actuarial Reports were derived from the books and records of the Company and its Subsidiaries and were accurate date hereof have been provided to Purchaser and, with respect to any such policy or contract reinsured in whole or in part, conform in all material respects as to the standards and ratings required pursuant to the terms of the date so furnished. Neither the Company nor its Subsidiaries have received any new related reinsurance, coinsurance or revised report, or any supplements or addenda, other similar contracts and Seller has provided Purchaser with respect to the Actuarial Reports from the independent actuary responsible therefor. (i) Since January 1, 2019, copies of all underwriting policies and procedures for each Insurance Company has timely paid in all material respects all claims and assessments that have been due, claimed or asserted by, or are the subject of any voluntary contribution commitment to, any guaranty fund, no such claim or assessment is pending, and neither the Company nor any Subsidiary has received notice of any such claim or assessment. (j) Since January 1, 2019, each Insurance Company has been in compliance in all material respects with all applicable solvency requirements, including risk-based capital requirements under Applicable Law. (k) Since January 1, 2019, (i) there has not been any dispute with respect to any material amounts recoverable or payable by an Insurance Company pursuant to any Reinsurance Agreement, (ii) neither the Company nor any of its Subsidiaries has received any written or oral notice of any actual or proposed increase in the rate payable under any Reinsurance Agreement, and no such increase has occurred and (iii) no reinsurer party to a Reinsurance Agreement has denied coverage with respect to any current or prospective material claim. All amounts owed under any Reinsurance Agreements have been timely paid in accordance with their terms. No Reinsurance Agreement is currently subject to any pending audit by any counterparty thereunder, and no counterparty under any Reinsurance Agreement has the right, as a result of the consummation of the Transactions, to modify the price or other terms of such Reinsurance Agreement. As of and since December 31, 2022, the Insurance Companies were entitled under SAP to take full financial statement credit for all amounts for which such financial statement credit was taken in the applicable Statutory Statements as at and since December 31, 2022 for any amounts recoverable by such Insurance Company pursuant to any Reinsurance Agreement. To the Knowledge of the Company, no counterparty under any Reinsurance Agreement is the subject of any rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding. Neither the Company nor any Subsidiary has received any notice from any other party to a Reinsurance Agreement, or has a reasonable basis to believe, (i) that the financial condition of such other party to any Reinsurance Agreement is impaired with the result that a default thereunder may reasonably be anticipated, or (ii) from any applicable reinsurer that any amount of reinsurance ceded by the Company will be uncollectible or otherwise defaulted upon. Neither the Company nor any of its Subsidiaries has received any written notice, or has a reasonable basis to believe, of any material default under any Reinsurance Agreement that has not been cured or remedied to the satisfaction of the parties theretoSubsidiaries. (l) The Company and its Subsidiaries are and have been in compliance in all material respects with the Oklahoma Insurance Holding Company System Regulatory Act.

Insurance Business. (a) Each Subsidiary of the Company that underwrites Acquired Insurance Companies possesses a license, certificate of authority, permit or other authorization to transact insurance (specifically, TLIC, FBLIC and TAI, each, an “"Insurance Company”License") is (i) duly licensed or authorized as an insurance company in its jurisdiction of domicile; (ii) duly licensed, authorized or otherwise eligible to transact the business of insurance in each State or other jurisdiction where it in which such Acquired Insurance Company is required to be so licensedpossess in Insurance License, authorized except for such failures to have an Insurance License as would not, individually or eligible; and (iii) duly licensed, authorized or eligible in its jurisdiction of organization and each other applicable jurisdiction to write each line of insurance reported as being written in the Statutory Statements. Each jurisdiction in which any Insurance Company is domiciledaggregate, commercially domiciled, licensed, authorized or eligible reasonably be expected to conduct its business as presently conducted is set forth in Section 4.17(a) of the Company Disclosure Schedulehave a Material Adverse Effect. All of the insurance licenses held by each such Insurance Company Licenses are listed in Schedule 4.1.20(a) and are in good standing and full force and effecteffect and neither Seller, and none FMI nor any such Acquired Company has received any notice of such insurance licenses is subject to any conditions event, inquiry, investigation or limitations except as set forth therein. There is no Proceeding pending or, to the Knowledge of the Company, threatened which proceeding that would reasonably be expected to lead result in the suspension, revocation or limitation of any such Insurance License, and to the revocationknowledge of Seller and the Selling Subsidiaries, amendmentthere is no sustainable basis for any such suspension, failure to renewrevocation or limitation. Except as set forth in Schedule 4.1.20(a), limitation, suspension or restriction none of the Acquired Insurance Companies is currently the subject of any licensesupervision, authorization conservation, rehabilitation, liquidation, receivership, insolvency or eligibility other similar proceeding nor is any of the Acquired Insurance Companies operating under any formal or informal agreement or understanding with the licensing authority of any Insurance Company State which restricts its authority to transact the do business of insurance as presently conducted. All applications required or requires it to have been filed for the renewal of each insurance license have been duly filed on a timely basis with the appropriate Governmental Authoritytake, and all other material filings required to have been made with respect to each license have been duly made on a timely basis with the appropriate Governmental Authorityor refrain from taking, any action. (b) The Company has made available to Buyer prior to the date hereof complete and correct copies of all reports (or the most recent drafts thereofExcept as set forth in Schedule 4.1.20(b), to the extent any final reports are not availableknowledge of Seller and the Selling Subsidiaries, all forms of insurance policies, annuity contracts and guaranteed interest contracts and riders thereto (collectively, "Policies") since January 1, 2019 relating to any financial or market conduct or other examinations of the Company or any of its Subsidiaries conducted currently issued by any Acquired Insurance Department, and all material correspondence, orders, filings, inquiries and communications relating to the Company or any of its Subsidiaries received from or delivered to any applicable Insurance Department since January 1, 2019. There are no examinations, investigations or material inquiries by any Insurance Department in progress with respect to the Company or any of its Subsidiaries (other than normal and customary inquiries from Insurance Departments), nor, to the Knowledge of the Company, are any such examinations, investigations or material inquiries pending or scheduled or, to the Knowledge of the Company, threatened (other than normal and customary inquiries pending or scheduled) with respect to the Company or any of its Subsidiaries. Any material deficiencies or alleged violations noted in the examination reports, inquiries, investigations, communications and other materials described above have been resolved to the reasonable satisfaction of the Insurance Department that noted such deficiencies or violations. (c) All in force Company Insurance Policies are and have been, on policy forms, at rates and with associated amendments, applications, marketing materials, brochures, illustrations and certificatesare, to the extent required under Applicable LawInsurance Laws and in all material respects, that have been on forms approved by the applicable Governmental Authorities of the jurisdiction where issued or which have been filed with and not objected to by such Governmental Authorities within the period provided for objection. All Policy applications in respect of Policy forms currently issued and material to the operation of any Acquired Insurance Company as of the date of this Agreement and required to be filed with or approved by applicable Governmental Authorities under Applicable Insurance Laws have been so filed or approved. Any premium rates with respect to Policies currently issued required to be filed with or approved by applicable Governmental Authorities under Applicable Insurance Laws have been so filed or approved and premiums charged conform thereto in all material respects. No material deficiencies have been asserted in writing, or to the Knowledge of the Company, orally by any Governmental Authority with respect to any such filings which have not been cured or otherwise resolved. The Company has made available resolved to Buyer all policy forms on which all in force Company Insurance Policies have been issued. All Company Insurance Policies and all the satisfaction of such policy forms, amendments, applications, marketing materials, brochures, illustrations and certificates comply in all material respects with, and have been administered in all material respects in accordance with, Applicable LawGovernmental Authority. (dc) To Except as set forth in Schedule 4.1.20(c), to the Knowledge knowledge of Seller, each of the Company, each Person performing the duties of insurance producer, agency, managing general agent, third party administrator, broker, solicitor, adjuster, marketer, underwriter, wholesaler, distributor, producer or customer representative for the Company and its Subsidiaries (collectively, “Producers”), at the time such Producer wrote, sold, solicited, produced, serviced or adjusted business, or performed such other act for or on behalf of the Company or any of its Subsidiaries that may require a producer’s, solicitor’s, broker’s, adjusters’ or other insurance license, was duly licensed and appointed, where required, as an insurance producer, agency, managing general agent, third party administrator, broker, solicitor, adjuster, marketer, underwriter, wholesaler, distributor, producer or customer representative, as applicable (for the type of business written, sold or produced in the particular jurisdiction in which such Producer wrote, sold, produced, solicited, serviced or adjusted such business). (e) No Producer has any underwriting or binding authority on behalf of the Company or its Subsidiaries, and neither the Company nor any Subsidiary Acquired Insurance Companies is party to any managing general agency Contract or other similar Contract. (f) To the Knowledge of the Company, the Company Insurance Policies have been marketed, sold, underwritten and issued in material compliance with the applicable underwriting guidelines of the Insurance Company that underwrote or issued such Company Insurance Policies and all Applicable Laws. (g) The aggregate reserves Insurance Laws regulating the practices of selling life and health insurance policies, annuity contracts and variable annuity contracts, except for liabilities under the Company Insurance Policies, as reflected in each of the Statutory Statements filed since January 1, 2019, were (i) based on actuarial assumptions that were reasonable in relation such failures to relevant policy provisions, (ii) as of these respective dates met the applicable requirements of the insurance laws and regulations of the relevant Insurance Company’s state of domicile, (iii) were be in compliance with SAP (except as otherwise noted in such Statutory Statements)that would not, (iv) computed in accordance with generally accepted actuarial principles consistently applied and on the basis of methodologies consistent in all material respects with those utilized in prior years (except as otherwise noted in such Statutory Statements) and (v) based on actuarial information and data and inventories of Company Insurance Policies that were, individually or in the aggregate, accurate in all material respects. None of the Insurance Companies has intentionally or willfully misstated, underestimated or overestimated in any Statutory Statement any liabilities in respect of insurance reserves, losses or loss adjustment expenses. (h) The Company and its Subsidiaries have made available to Buyer copies of all reports issued by its independent actuaries with respect to the Company and its Subsidiaries since January 1, 2019 (the “Actuarial Reports”). The information and data furnished by the Company and its Subsidiaries in connection with the preparation of the Actuarial Reports were derived from the books and records of the Company and its Subsidiaries and were accurate in all material respects as of the date so furnished. Neither the Company nor its Subsidiaries have received any new or revised report, or any supplements or addenda, with respect to the Actuarial Reports from the independent actuary responsible therefor. (i) Since January 1, 2019, each Insurance Company has timely paid in all material respects all claims and assessments that have been due, claimed or asserted by, or are the subject of any voluntary contribution commitment to, any guaranty fund, no such claim or assessment is pending, and neither the Company nor any Subsidiary has received notice of any such claim or assessment. (j) Since January 1, 2019, each Insurance Company has been in compliance in all material respects with all applicable solvency requirements, including risk-based capital requirements under Applicable Law. (k) Since January 1, 2019, (i) there has not been any dispute with respect to any material amounts recoverable or payable by an Insurance Company pursuant to any Reinsurance Agreement, (ii) neither the Company nor any of its Subsidiaries has received any written or oral notice of any actual or proposed increase in the rate payable under any Reinsurance Agreement, and no such increase has occurred and (iii) no reinsurer party to a Reinsurance Agreement has denied coverage with respect to any current or prospective material claim. All amounts owed under any Reinsurance Agreements have been timely paid in accordance with their terms. No Reinsurance Agreement is currently subject to any pending audit by any counterparty thereunder, and no counterparty under any Reinsurance Agreement has the right, as a result of the consummation of the Transactions, to modify the price or other terms of such Reinsurance Agreement. As of and since December 31, 2022, the Insurance Companies were entitled under SAP to take full financial statement credit for all amounts for which such financial statement credit was taken in the applicable Statutory Statements as at and since December 31, 2022 for any amounts recoverable by such Insurance Company pursuant to any Reinsurance Agreement. To the Knowledge of the Company, no counterparty under any Reinsurance Agreement is the subject of any rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding. Neither the Company nor any Subsidiary has received any notice from any other party to a Reinsurance Agreement, or has a reasonable basis to believe, (i) that the financial condition of such other party to any Reinsurance Agreement is impaired with the result that a default thereunder may reasonably be anticipated, or (ii) from any applicable reinsurer that any amount of reinsurance ceded by the Company will be uncollectible or otherwise defaulted upon. Neither the Company nor any of its Subsidiaries has received any written notice, or has expected to have a reasonable basis to believe, of any material default under any Reinsurance Agreement that has not been cured or remedied to the satisfaction of the parties thereto. (l) The Company and its Subsidiaries are and have been in compliance in all material respects with the Oklahoma Insurance Holding Company System Regulatory Act.Material Adverse Effect,

Insurance Business. Except as set forth on Schedule 3.19 hereto: (a) Each Subsidiary The Insurance Policies, as well as any related application form, written advertising material and rate or rule currently marketed by Clarendon pursuant to the Clarendon Reinsurance/Cession Program or by Fremont, in the Business, the use or issuance of which requires filing or approval, have been appropriately filed, and if required, approved by the Company that underwrites insurance (specifically, TLIC, FBLIC regulatory authorities of any state in which such policies and TAI, each, an “Insurance Company”) is (i) duly licensed or authorized as an insurance company in its jurisdiction of domicile; (ii) duly licensed, authorized or otherwise eligible to transact the business of insurance in each other jurisdiction where it is forms are required to be so licensed, authorized or eligible; and (iii) duly licensed, authorized or eligible in its jurisdiction of organization and each other applicable jurisdiction to write each line of insurance reported as being written in the Statutory Statements. Each jurisdiction in which any Insurance Company is domiciled, commercially domiciled, licensed, authorized or eligible to conduct its business as presently conducted is set forth in Section 4.17(a) of the Company Disclosure Schedule. All of the insurance licenses held by each Insurance Company are in good standing and full force and effect, and none of such insurance licenses is subject to any conditions or limitations except as set forth therein. There is no Proceeding pending or, to the Knowledge of the Company, threatened which would reasonably be expected to lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any license, authorization or eligibility of any Insurance Company to transact the business of insurance as presently conducted. All applications required to have been filed for the renewal of each insurance license have been duly filed on a timely basis with the appropriate Governmental Authority, and all other material filings required to have been made with respect to each license have been duly made on a timely basis with the appropriate Governmental Authority. (b) The Company has made available to Buyer prior to the date hereof complete and correct copies of all reports (or the most recent drafts thereof, to the extent any final reports are not available) since January 1, 2019 relating to any financial or market conduct or other examinations of the Company or any of its Subsidiaries conducted by any Insurance Department, and all material correspondence, orders, filings, inquiries and communications relating to the Company or any of its Subsidiaries received from or delivered to any applicable Insurance Department since January 1, 2019. There are no examinations, investigations or material inquiries by any Insurance Department in progress with respect to the Company or any of its Subsidiaries (other than normal and customary inquiries from Insurance Departments), nor, to the Knowledge of the Company, are any such examinations, investigations or material inquiries pending or scheduled or, to the Knowledge of the Company, threatened (other than normal and customary inquiries pending or scheduled) with respect to the Company or any of its Subsidiaries. Any material deficiencies or alleged violations noted in the examination reports, inquiries, investigations, communications and other materials described above have been resolved to the reasonable satisfaction of the Insurance Department that noted such deficiencies or violations. (c) All in force Company Insurance Policies are and have been, on policy forms, at rates and with associated amendments, applications, marketing materials, brochures, illustrations and certificates, to the extent required under Applicable Law, that have been approved by the applicable Governmental Authorities or which have been filed and not objected to by such Governmental Authorities authorities within the period provided for objection. No material deficiencies All such policies and certificates, forms, applications, advertising materials and rates or rules are in compliance with all applicable laws in effect and regulations; (b) Since March 1, 2002, no form of workers' compensation insurance coverage written by Clarendon pursuant to the Clarendon Reinsurance/Cession Program or by Fremont, has been amended and no sales of workers' compensation insurance coverage using any new forms have been asserted in writingcommenced; (c) There is no dispute, action, suit, proceeding or arbitration pending or threatened, between Fremont and any reinsurer or between Clarendon and any reinsurer involving claims or losses relating to the Knowledge Business or any reinsurance policy issued in connection therewith; (d) Except in the ordinary course of business, (i) neither Fremont nor Clarendon is liable to pay Commissions upon the renewal of any Insurance Policy and (ii) neither Fremont nor Clarendon is a party to any agreement providing for the collection of insurance premiums payable to Fremont or Clarendon by any other Person in connection with the Insurance Policies; (e) The underwriting standards utilized and ratings applied by Fremont and/or Clarendon with respect to the in force Insurance Policies outstanding as of the Companydate hereof and as of the Closing Date have been provided to Employers Insurance and conform, orally by any Governmental Authority with respect to any such filings which have not been cured contract reinsured in whole or otherwise resolved. The Company has made available in part, to Buyer all policy forms on which all in force Company Insurance Policies have been issued. All Company Insurance Policies the standards and all such policy forms, amendments, applications, marketing materials, brochures, illustrations and certificates comply in all material respects withratings required pursuant to the terms of the related reinsurance or other similar contracts, and have been administered in all material respects such standards are in accordance with, Applicable Law.with generally accepted insurance practices. Fremont has provided Employers Insurance with copies of all written underwriting policies in connection with the Business; (df) To the Knowledge of the CompanyFremont, (i) each Person performing the duties of insurance producer, agency, managing general agent, third party administrator, agent or broker, solicitor, adjuster, marketer, underwriter, wholesaler, distributor, producer or customer representative for the Company and its Subsidiaries (collectively, “Producers”), at the time such Producer agent or broker wrote, sold, solicited, produced, serviced sold or adjusted business, or performed such other act for or on behalf of the Company or produced any of its Subsidiaries that may require a producer’s, solicitor’s, broker’s, adjusters’ or other insurance licenseInsurance Policy, was duly licensed and appointed, where required, as an insurance producer, agency, managing general agent, third party administrator, broker, solicitor, adjuster, marketer, underwriter, wholesaler, distributor, producer agent or customer representative, as applicable broker (for the type of business written, sold or produced by such insurance agent or broker) in the particular jurisdiction in which such Producer agent or broker wrote, sold, produced, solicited, serviced sold or adjusted produced such business). (e) No Producer has any underwriting business for Fremont or binding authority on behalf of the Company or its Subsidiaries, and neither the Company nor any Subsidiary is party to any managing general agency Contract or other similar Contract. (f) To the Knowledge of the Company, the Company Insurance Policies have been marketed, sold, underwritten and issued Clarendon in material compliance connection with the applicable underwriting guidelines Business and (ii) no such insurance agent or broker violated (or with notice or lapse of the time or both would have violated) any term or provision of any law or order in connection with any Insurance Company that underwrote or issued such Company Insurance Policies and all Applicable Laws.Policy; (g) The aggregate reserves for liabilities under Neither Fremont nor, to the Company Knowledge of Fremont, Clarendon or employees, agents (including agents acting through general agents and brokers), regional directors, brokers, representatives or persons acting on their respective behalf are subject to any market conduct claim relating to in force Insurance Policies; neither Fremont nor, as reflected in each to the Knowledge of Fremont, Clarendon have received notice of or are aware of any action by Fremont or, to the Statutory Statements filed since January 1Knowledge of Fremont, 2019Clarendon or any of their respective employees, were agents (i) based on actuarial assumptions that were reasonable in relation to relevant policy provisions, (ii) as of these respective dates met the applicable requirements of the insurance laws including agents acting through general agents and regulations of the relevant Insurance Company’s state of domicile, (iii) were in compliance with SAP (except as otherwise noted in such Statutory Statementsbrokers), (iv) computed 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 accordance with generally accepted actuarial principles consistently applied force Insurance Policies; and on the basis sales practices of methodologies consistent in all material respects with those utilized in prior years (except as otherwise noted in such Statutory Statements) and (v) based on actuarial information and data and inventories of Company Insurance Policies that wereFremont and, in the aggregate, accurate in all material respects. None of the Insurance Companies has intentionally or willfully misstated, underestimated or overestimated in any Statutory Statement any liabilities in respect of insurance reserves, losses or loss adjustment expenses. (h) The Company and its Subsidiaries have made available to Buyer copies of all reports issued by its independent actuaries with respect to the Company Knowledge of Fremont, Clarendon and its Subsidiaries since January 1their respective agents (including agents acting through general agents and brokers), 2019 (the “Actuarial Reports”). The information and data furnished by the Company and its Subsidiaries regional directors, brokers, representatives or persons acting on their behalf in connection with the preparation of the Actuarial Reports were derived from the books and records of the Company and its Subsidiaries and were accurate in all material respects as of the date so furnished. Neither the Company nor its Subsidiaries have received any new or revised report, or any supplements or addenda, with respect to the Actuarial Reports from the independent actuary responsible therefor. (i) Since January 1, 2019, each force Insurance Company has timely paid in all material respects all claims and assessments that have been due, claimed or asserted by, or are the subject of any voluntary contribution commitment to, any guaranty fund, no such claim or assessment is pending, and neither the Company nor any Subsidiary has received notice of any such claim or assessment. (j) Since January 1, 2019, each Insurance Company has been in compliance in all material respects with all applicable solvency requirements, including risk-based capital requirements under Applicable Law. (k) Since January 1, 2019, (i) there has not been any dispute with respect to any material amounts recoverable or payable by an Insurance Company pursuant to any Reinsurance Agreement, (ii) neither the Company nor any of its Subsidiaries has received any written or oral notice of any actual or proposed increase in the rate payable under any Reinsurance Agreement, and no such increase has occurred and (iii) no reinsurer party to a Reinsurance Agreement has denied coverage with respect to any current or prospective material claim. All amounts owed under any Reinsurance Agreements have been timely paid in accordance with their terms. No Reinsurance Agreement is currently subject to any pending audit by any counterparty thereunder, and no counterparty under any Reinsurance Agreement has the right, as a result of the consummation of the Transactions, to modify the price or other terms of such Reinsurance Agreement. As of and since December 31, 2022, the Insurance Companies were entitled under SAP to take full financial statement credit for all amounts for which such financial statement credit was taken in the applicable Statutory Statements as at and since December 31, 2022 for any amounts recoverable by such Insurance Company pursuant to any Reinsurance Agreement. To the Knowledge of the Company, no counterparty under any Reinsurance Agreement is the subject of any rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding. Neither the Company nor any Subsidiary has received any notice from any other party to a Reinsurance Agreement, or has a reasonable basis to believe, (i) that the financial condition of such other party to any Reinsurance Agreement is impaired with the result that a default thereunder may reasonably be anticipated, or (ii) from any applicable reinsurer that any amount of reinsurance ceded by the Company will be uncollectible or otherwise defaulted upon. Neither the Company nor any of its Subsidiaries has received any written notice, or has a reasonable basis to believe, of any material default under any Reinsurance Agreement that has not been cured or remedied to the satisfaction of the parties thereto. (l) The Company and its Subsidiaries Policies are and have been in compliance with all applicable laws and regulations from and after January 1, 1999; and (h) To the Knowledge of Fremont, as of the date of this Agreement, Clarendon pursuant to the Clarendon Reinsurance/Cession Program and Fremont are processing Insurance Policies in all material respects accordance with the Oklahoma Insurance Holding Company System Regulatory Actworkers' compensation industry standards.

Insurance Business. (a) Each Subsidiary of the Company that underwrites insurance (specifically, TLIC, FBLIC and TAI, each, an “The Insurance Company”) is (i) duly licensed or authorized as an insurance company in its jurisdiction of domicile; (ii) duly licensed, authorized or otherwise eligible to transact the business of insurance in each other jurisdiction where it is required to be so licensed, authorized or eligible; and (iii) duly licensed, authorized or eligible in its jurisdiction of organization and each other applicable jurisdiction to write each line of insurance reported as being written in the Statutory Statements. Each jurisdiction in which any Insurance Company is domiciled, commercially domiciled, licensed, authorized or eligible to conduct its business as presently conducted is set forth in Section 4.17(a) of the Company Disclosure Schedule. All of the insurance licenses held by each Insurance Company are in good standing and full force and effectContracts, and none of such insurance licenses is subject related marketing materials are, to any conditions or limitations except as set forth therein. There is no Proceeding pending the extent required under applicable Insurance Laws, on forms and at rates approved by the applicable Insurance Regulator or, to the Knowledge of extent required by applicable Laws, have been filed with and not objected to by such Insurance Regulator within the Companyperiod provided for objection, threatened which except as would not, individually or in the aggregate, reasonably be expected to lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any license, authorization or eligibility of any Insurance have a Company to transact the business of insurance as presently conducted. All applications required to have been filed for the renewal of each insurance license have been duly filed on a timely basis with the appropriate Governmental Authority, and all other material filings required to have been made with respect to each license have been duly made on a timely basis with the appropriate Governmental AuthorityMaterial Adverse Effect. (b) The information and data furnished by IHLIC to the outside actuary of Parent were accurate in all material respects. (c) Since March 31, 2015 through the date hereof, neither the Company nor IHLIC has received any supervisory letter from, or adopted any policy, procedure or board or shareholder resolution at the request of, any Governmental Authority that restricts the conduct of its business or that gives rise to any capital maintenance obligations. (d) Except to the extent prohibited by applicable Law, the Company has made available to Buyer prior to the date hereof Parent true and complete and correct copies of all (i) any reports on financial examination (or the most recent drafts thereof, to the extent any including draft reports where final reports are not yet available) since January 1, 2019 relating to and (ii) any financial or reports on market conduct or other examinations examination (including draft reports where final reports are not yet available), in the case of the Company or any each of its Subsidiaries conducted (i) and (ii) delivered by any Insurance DepartmentRegulator in respect of IHLIC since March 31, and all material correspondence, orders, filings, inquiries and communications relating to 2015 through the Company or any of its Subsidiaries received from or delivered to any applicable Insurance Department since January 1, 2019. There are no examinations, investigations or material inquiries by any Insurance Department in progress with respect to the Company or any of its Subsidiaries (other than normal and customary inquiries from Insurance Departments), nor, to the Knowledge of the Company, are any such examinations, investigations or material inquiries pending or scheduled or, to the Knowledge of the Company, threatened (other than normal and customary inquiries pending or scheduled) with respect to the Company or any of its Subsidiaries. Any material deficiencies or alleged violations noted in the examination reports, inquiries, investigations, communications and other materials described above have been resolved to the reasonable satisfaction of the Insurance Department that noted such deficiencies or violations. (c) All in force Company Insurance Policies are and have been, on policy forms, at rates and with associated amendments, applications, marketing materials, brochures, illustrations and certificates, to the extent required under Applicable Law, that have been approved by the applicable Governmental Authorities or which have been filed and not objected to by such Governmental Authorities within the period provided for objection. No material deficiencies have been asserted in writing, or to the Knowledge of the Company, orally by any Governmental Authority with respect to any such filings which have not been cured or otherwise resolved. The Company has made available to Buyer all policy forms on which all in force Company Insurance Policies have been issued. All Company Insurance Policies and all such policy forms, amendments, applications, marketing materials, brochures, illustrations and certificates comply in all material respects with, and have been administered in all material respects in accordance with, Applicable Law. (d) To the Knowledge of the Company, each Person performing the duties of insurance producer, agency, managing general agent, third party administrator, broker, solicitor, adjuster, marketer, underwriter, wholesaler, distributor, producer or customer representative for the Company and its Subsidiaries (collectively, “Producers”), at the time such Producer wrote, sold, solicited, produced, serviced or adjusted business, or performed such other act for or on behalf of the Company or any of its Subsidiaries that may require a producer’s, solicitor’s, broker’s, adjusters’ or other insurance license, was duly licensed and appointed, where required, as an insurance producer, agency, managing general agent, third party administrator, broker, solicitor, adjuster, marketer, underwriter, wholesaler, distributor, producer or customer representative, as applicable (for the type of business written, sold or produced in the particular jurisdiction in which such Producer wrote, sold, produced, solicited, serviced or adjusted such business)date hereof. (e) No Producer has IHLIC is not the subject of any underwriting voluntary or binding authority on behalf of the Company or its Subsidiariesinvoluntary supervision, and neither the Company nor any Subsidiary is party to any managing general agency Contract conservation, rehabilitation, liquidation, receivership, insolvency or other similar Contractaction or proceeding, and no such action or proceeding is overtly threatened. (f) To Except for regular periodic assessments in the Knowledge ordinary course of business or assessments based on developments that are publicly known within the insurance industry, as of the Companydate hereof, the Company Insurance Policies have been marketed, sold, underwritten and issued no material claim or assessment is pending or overtly threatened against IHLIC by any state insurance guaranty association in material compliance connection with the applicable underwriting guidelines of the Insurance Company that underwrote or issued such Company Insurance Policies and all Applicable Lawsassociation’s fund relating to insolvent insurers. (g) The aggregate reserves for liabilities under the Company Insurance PoliciesOther than IHLIC, as reflected in each of the Statutory Statements filed since January 1, 2019, were (i) based on actuarial assumptions that were reasonable in relation to relevant policy provisions, (ii) as of these respective dates met the applicable requirements of the insurance laws and regulations of the relevant Insurance Company’s state of domicile, (iii) were in compliance with SAP (except as otherwise noted in such Statutory Statements), (iv) computed in accordance with generally accepted actuarial principles consistently applied and on the basis of methodologies consistent in all material respects with those utilized in prior years (except as otherwise noted in such Statutory Statements) and (v) based on actuarial information and data and inventories of Company Insurance Policies that were, in the aggregate, accurate in all material respects. None of the Insurance Companies has intentionally or willfully misstated, underestimated or overestimated in any Statutory Statement any liabilities in respect of insurance reserves, losses or loss adjustment expenses. (h) The Company and its Subsidiaries have made available to Buyer copies of all reports issued by its independent actuaries with respect to the Company and its Subsidiaries since January 1, 2019 (the “Actuarial Reports”). The information and data furnished by the Company and its Subsidiaries in connection with the preparation of the Actuarial Reports were derived from the books and records of the Company and its Subsidiaries and were accurate in all material respects as of the date so furnished. Neither the Company nor its Subsidiaries have received any new or revised report, or any supplements or addenda, with respect to the Actuarial Reports from the independent actuary responsible therefor. (i) Since January 1, 2019, each Insurance Company has timely paid in all material respects all claims and assessments that have been due, claimed or asserted by, or are the subject of any voluntary contribution commitment to, any guaranty fund, no such claim or assessment is pending, and neither the Company nor any Subsidiary has received notice of any such claim or assessment. (j) Since January 1, 2019, each Insurance Company has been in compliance in all material respects with all applicable solvency requirements, including risk-based capital requirements under Applicable Law. (k) Since January 1, 2019, (i) there has not been any dispute with respect to any material amounts recoverable or payable by an Insurance Company pursuant to any Reinsurance Agreement, (ii) neither the Company nor any of its Subsidiaries conducts or has received conducted the business of insurance or reinsurance in any written or oral notice respect. IHLIC is not “commercially domiciled” under the Laws of any actual or proposed increase in jurisdiction. (h) IHLIC is and has been a life insurance company under Section 816(a) of the rate payable Code and subject to United States federal income taxation under any Reinsurance AgreementSection 801 of the Code, and IHLIC has no such increase “policyholders surplus accounts” within the meaning of Section 815 of the Code that has occurred and a positive balance. (iiii) no reinsurer party to a Reinsurance Agreement IHLIC has denied coverage complied in all material respects with all applicable requirements under the Code with respect to any current the Insurance Contracts issued, assumed, entered into, reinsured or prospective material claim. All amounts owed sold by such Person, including reporting, withholding and disclosure requirements, and has reported all distributions under any Reinsurance Agreements have been timely paid such Insurance Contracts substantially in accordance with their terms. No Reinsurance Agreement is currently subject the Tax laws relevant to any pending audit by any counterparty thereundersuch Insurance Contracts (including but not limited to the requirements of Sections 72, 101, 401 through 409A, 412, 415, 417, 817, 7702, and no counterparty under any Reinsurance Agreement has the right, as a result 7702A of the consummation of Code and any Treasury Regulations and administrative guidance issued thereunder). (j) Each hardware, software and other product used by IHLIC to maintain such Insurance Contracts’ qualification for Tax treatment under the Transactions, to modify the price or other terms of such Reinsurance Agreement. As of and since December 31, 2022, the Insurance Companies were entitled under SAP to take full financial statement credit for all amounts Code for which such financial statement credit was taken in policies, plans or contracts purported to qualify at the applicable Statutory Statements as at time of their issuance or purchase has been properly designed and since December 31implemented to maintain such qualification. (k) There are no currently pending U.S. federal, 2022 for any amounts recoverable by such Insurance Company pursuant state, local or foreign audits or other administrative or judicial proceedings against IHLIC with regard to any Reinsurance Agreement. To the Knowledge of the Company, no counterparty under any Reinsurance Agreement is the subject Tax treatment of any rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding. Neither the Company nor any Subsidiary has received any notice from any other party to a Reinsurance Agreement, or has a reasonable basis to believe, (i) that the financial condition of such other party to any Reinsurance Agreement is impaired with the result that a default thereunder may reasonably be anticipated, or (ii) from any applicable reinsurer that any amount of reinsurance ceded by the Company will be uncollectible or otherwise defaulted upon. Neither the Company nor any of its Subsidiaries has received any written notice, or has a reasonable basis to believe, of any material default under any Reinsurance Agreement that has not been cured or remedied to the satisfaction of the parties theretoInsurance Contract. (l) The Company Each Insurance Contract provides, and its Subsidiaries are and have been in compliance since the date of issuance of such Insurance Contract has provided, the purchaser, policyholder, account holder, other holder or intended beneficiary thereof with Tax treatment under the Code that in all material respects is the same as or more favorable than the Tax treatment (i) that was purported to apply in materials provided at the time of issuance, assumption, exchange, modification or purchase or (ii) for which such policies or contracts were intended or reasonably expected to qualify under the Code at the time of issuance, assumption, exchange, modification or purchase. (m) No Insurance Contract constitutes a “modified endowment contract” under Section 7702A of the Code except where the holder of the contract was timely notified in writing upon its issuance, assumption, exchange or modification of its status as a “modified endowment contract” under Section 7702A. (n) Since January 1, 2010, IHLIC has not requested relief from the IRS concerning the qualification of any Insurance Contract under, or in compliance with, the Code and the Treasury Regulations promulgated thereunder, and the IRS has not asserted in writing that any such policy or contract fails to so qualify or comply. IHLIC has not requested relief from the IRS concerning the treatment of any life insurance policy issued by such Person as a modified endowment contract within the meaning of Section 7702A of the Code, and the IRS has not asserted in writing that any such policy not known or intended to be a modified endowment contract is a modified endowment contract. (o) IHLIC has not entered into any closing agreements with the Oklahoma IRS concerning the Insurance Holding Company System Regulatory ActContracts.

Insurance Business. (a) Each Section 4.16(a) of the Parent Disclosure Letter contains a true and complete list of each Subsidiary of Parent that conducts the Company that underwrites business of insurance or reinsurance (specifically, TLIC, FBLIC and TAI, each, an a “Parent Insurance CompanySubsidiary”) ), together with the jurisdiction of domicile thereof. None of the Parent Insurance Subsidiaries is commercially domiciled in any other jurisdiction or is otherwise treated as domiciled in a jurisdiction other than that of its incorporation. Each of the Parent Insurance Subsidiaries is (i) duly licensed or authorized as an insurance company or, where applicable, reinsurance company, in its jurisdiction of domicile; incorporation or organization and (ii) duly licensed, authorized or otherwise eligible to transact the business of insurance or reinsurance, as applicable, in each other jurisdiction where it is required to be so licensed, authorized or eligible; and (iii) duly licensed, authorized or otherwise eligible in its jurisdiction of organization and each other applicable jurisdiction to write each line of insurance reported as being written in the Statutory Statements. Each jurisdiction in which any Insurance Company is domiciled, commercially domiciled, licensed, authorized or eligible order to conduct its business as presently conducted is set forth in Section 4.17(a) of the Company Disclosure Schedule. All of the insurance licenses held by each Insurance Company are in good standing and full force and effect, and none of such insurance licenses is subject to any conditions or limitations except as set forth therein. There is no Proceeding pending or, to the Knowledge of the Company, threatened which would reasonably be expected to lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any license, authorization or eligibility of any Insurance Company to transact the business of insurance as presently currently conducted. All applications required to have been filed for the renewal of each insurance license have been duly filed on a timely basis with the appropriate Governmental Authority, and all other material filings required to have been made with respect to each license have been duly made on a timely basis with the appropriate Governmental Authority. (b) The Company Except as required by Insurance Laws of general applicability and the insurance or reinsurance licenses maintained by the Parent Insurance Subsidiaries, or as set forth in Section 4.16(b) of the Parent Disclosure Letter, there are no material written agreements, memoranda of understanding, commitment letters or similar undertakings binding on Parent or any of its Subsidiaries or to which Parent or any of its Subsidiaries is a party, on one hand, and any Governmental Authority is a party or addressee, on the other hand, or any orders or directives by, or supervisory letters or cease-and-desist orders from, any Governmental Authority, nor has Parent nor any of its Subsidiaries adopted any board resolution at the request of any Governmental Authority, in each case specifically with respect to it or any of its Subsidiaries, which (i) limit the ability of Parent or any of the Parent Insurance Subsidiaries to issue Parent Insurance Policies or enter into reinsurance agreements, (ii) require any divestiture of any investment of any Subsidiary, (iii) in any manner relate to the ability of any of Parent’s Subsidiaries to pay dividends, or (iv) otherwise restrict the conduct of business of Parent or any of its Subsidiaries, except, in each of clauses (i) through (iv), as would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. Parent has made available to Buyer prior the Company, to the date hereof complete extent permitted by applicable Law, true and correct copies of all reports (or the most recent drafts thereof, to the extent any final reports are not available) since January 1, 2019 relating to any financial or market conduct or other examinations of the Company or any of its Subsidiaries conducted by any Insurance Department, and all material correspondence, orders, filings, inquiries and communications relating to the Company or any of its Subsidiaries received from or delivered to correspondence with any applicable Insurance Department Regulator on or prior to the date of this Agreement since January 1, 2019. There are no examinations, investigations or material inquiries by any Insurance Department in progress with respect to the Company or any of its Subsidiaries (other than normal and customary inquiries from Insurance Departments), nor, to the Knowledge of the Company, are any such examinations, investigations or material inquiries pending or scheduled or, to the Knowledge of the Company, threatened (other than normal and customary inquiries pending or scheduled) with respect to the Company or any of its Subsidiaries. Any material deficiencies or alleged violations noted in the examination reports, inquiries, investigations, communications and other materials described above have been resolved to the reasonable satisfaction of the Insurance Department that noted such deficiencies or violations. (c) All insurance policies and contracts, together with all binders, slips, certificates, endorsements and riders thereto that are issued by a Parent Insurance Subsidiary (the “Parent Insurance Policies”) and in force Company Insurance Policies are and have been, on policy forms, at rates and with associated amendments, applications, marketing materials, brochures, illustrations and certificateseffect as of the date of this Agreement are, to the extent required under Applicable Lawapplicable Insurance Laws, that have been on forms and at rates approved by the insurance regulatory authority of the jurisdiction where issued or, to the extent required by applicable Governmental Authorities or which Insurance Laws, have been filed with and not objected to by such Governmental Authorities authority within the period provided for objection. No material deficiencies , except that would not, individually or in the aggregate, reasonably be likely to have been asserted in writing, or to the Knowledge of the Company, orally by any Governmental Authority with respect to any such filings which have not been cured or otherwise resolved. The Company has made available to Buyer all policy forms on which all in force Company Insurance Policies have been issued. All Company Insurance Policies and all such policy forms, amendments, applications, marketing materials, brochures, illustrations and certificates comply in all material respects with, and have been administered in all material respects in accordance with, Applicable Lawa Parent Material Adverse Effect. (d) The Parent Insurance Subsidiaries, and, to the Knowledge of Parent, their respective agents and administrators that wrote, sold, produced, managed or marketed the Parent Insurance Policies for any of the Parent Insurance Subsidiaries, have issued, sold, produced, managed and marketed such Parent Insurance Policies in compliance with applicable Law in the respective jurisdictions in which such products have been sold, except such non-compliance as would not reasonably be likely to have, individually or in the aggregate, a Parent Material Adverse Effect. To the Knowledge of the CompanyParent, each Person performing the duties of insurance producer, agency, managing general agent, third party administrator, broker, solicitor, adjuster, marketer, underwriter, wholesaler, distributor, producer agent or customer representative for the Company and its Subsidiaries administrator (collectively, “Producers”), at the time such Producer wrote, sold, solicited, produced, serviced or adjusted business, or performed such other act for or on behalf of the Company or any of its Subsidiaries that may require a producer’s, solicitor’s, broker’s, adjusters’ or other insurance license, i) was duly licensed and appointed, where required, as an insurance producer, agency, managing general agent, third party administrator, broker, solicitor, adjuster, marketer, underwriter, wholesaler, distributor, producer or customer representative, as applicable (for the type of business written, sold or produced required by Law in the particular jurisdiction in which such Producer agent or administrator wrote, sold, produced, solicitedmanaged or marketed the Parent Insurance Policies (for the type of business wrote, serviced sold, produced, managed or adjusted such business). (e) No Producer has any underwriting or binding authority marketed on behalf of the Company or its Subsidiaries, and neither the Company nor any Subsidiary is party Parent Insurance Subsidiary) except for such failures to any managing general agency Contract or other similar Contract. (f) To the Knowledge of the Company, the Company Insurance Policies be licensed which have been marketedcured, soldwhich have been resolved or settled through agreements with applicable Governmental Authorities, underwritten which are barred by an applicable statute of limitations and issued in material compliance with the applicable underwriting guidelines of the Insurance Company that underwrote which have not had and would not reasonably be likely to have, individually or issued such Company Insurance Policies and all Applicable Laws. (g) The aggregate reserves for liabilities under the Company Insurance Policies, as reflected in each of the Statutory Statements filed since January 1, 2019, were (i) based on actuarial assumptions that were reasonable in relation to relevant policy provisions, (ii) as of these respective dates met the applicable requirements of the insurance laws and regulations of the relevant Insurance Company’s state of domicile, (iii) were in compliance with SAP (except as otherwise noted in such Statutory Statements), (iv) computed in accordance with generally accepted actuarial principles consistently applied and on the basis of methodologies consistent in all material respects with those utilized in prior years (except as otherwise noted in such Statutory Statements) and (v) based on actuarial information and data and inventories of Company Insurance Policies that were, in the aggregate, accurate in all material respects. None of the Insurance Companies has intentionally or willfully misstated, underestimated or overestimated in any Statutory Statement any liabilities in respect of insurance reserves, losses or loss adjustment expenses. (h) The Company and its Subsidiaries have made available to Buyer copies of all reports issued by its independent actuaries with respect to the Company and its Subsidiaries since January 1, 2019 (the “Actuarial Reports”). The information and data furnished by the Company and its Subsidiaries in connection with the preparation of the Actuarial Reports were derived from the books and records of the Company and its Subsidiaries and were accurate in all material respects as of the date so furnished. Neither the Company nor its Subsidiaries have received any new or revised report, or any supplements or addenda, with respect to the Actuarial Reports from the independent actuary responsible therefor. (i) Since January 1, 2019, each Insurance Company has timely paid in all material respects all claims and assessments that have been due, claimed or asserted by, or are the subject of any voluntary contribution commitment to, any guaranty fund, no such claim or assessment is pendinga Parent Material Adverse Effect, and neither the Company nor any Subsidiary has received notice of any such claim or assessment. (j) Since January 1, 2019, each Insurance Company has been in compliance in all material respects with all applicable solvency requirements, including risk-based capital requirements under Applicable Law. (k) Since January 1, 2019, (i) there has not been any dispute with respect to any material amounts recoverable or payable by an Insurance Company pursuant to any Reinsurance Agreement, (ii) neither if required by applicable Law, was duly appointed by the Company nor any of its Subsidiaries has received any written applicable Parent Insurance Subsidiary, except such omissions as have not had and would not reasonably be likely to have, individually or oral notice of any actual or proposed increase in the rate payable under any Reinsurance Agreementaggregate, and no such increase has occurred and (iii) no reinsurer party to a Reinsurance Agreement has denied coverage with respect to any current or prospective material claim. All amounts owed under any Reinsurance Agreements have been timely paid in accordance with their terms. No Reinsurance Agreement is currently subject to any pending audit by any counterparty thereunder, and no counterparty under any Reinsurance Agreement has the right, as a result of the consummation of the Transactions, to modify the price or other terms of such Reinsurance Agreement. As of and since December 31, 2022, the Insurance Companies were entitled under SAP to take full financial statement credit for all amounts for which such financial statement credit was taken in the applicable Statutory Statements as at and since December 31, 2022 for any amounts recoverable by such Insurance Company pursuant to any Reinsurance Agreement. To the Knowledge of the Company, no counterparty under any Reinsurance Agreement is the subject of any rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding. Neither the Company nor any Subsidiary has received any notice from any other party to a Reinsurance Agreement, or has a reasonable basis to believe, (i) that the financial condition of such other party to any Reinsurance Agreement is impaired with the result that a default thereunder may reasonably be anticipated, or (ii) from any applicable reinsurer that any amount of reinsurance ceded by the Company will be uncollectible or otherwise defaulted upon. Neither the Company nor any of its Subsidiaries has received any written notice, or has a reasonable basis to believe, of any material default under any Reinsurance Agreement that has not been cured or remedied to the satisfaction of the parties theretoParent Material Adverse Effect. (l) The Company and its Subsidiaries are and have been in compliance in all material respects with the Oklahoma Insurance Holding Company System Regulatory Act.