Common use of Insurance Matters Clause in Contracts

Insurance Matters. (a) Except as otherwise would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all policies, binders, slips, certificates, and other agreements of insurance, in effect as of the date hereof (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewith) that are issued by the Company Insurance Subsidiaries and any and all marketing materials, agents agreements, brokers agreements or managing general agents agreements are, to the extent required under applicable law, on forms approved by applicable insurance regulatory authorities or which have been filed and not objected to by such authorities within the period provided for objection, and such forms comply in all material respects with the Insurance Laws applicable thereto and, as to premium rates established by the Company or any Company Insurance Subsidiary which are required to be filed with or approved by insurance regulatory authorities, the rates have been so filed or approved, the premiums charged conform thereto in all material respects, and such premiums comply in all material respects with the insurance statutes, regulations and rules applicable thereto. (b) All reinsurance treaties or agreements, including retrocessional agreements, to which the Company or any Company Insurance Subsidiary is a party or under which the Company or any Company Insurance Subsidiary has any existing rights, obligations or liabilities are in full force and effect except for such treaties or agreements the failure to be in full force and effect as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Insurance Subsidiary, nor, to the knowledge of the Company, any other party to a reinsurance treaty, binder or other agreement to which the Company or any Company Insurance Subsidiary is a party, is in default in any material respect as to any provision thereof and, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no such agreement contains any provision providing that the other party thereto may terminate such agreement by reason of the transactions contemplated by this Agreement. The Company has not received any notice to the effect that the financial condition of any other party to any such agreement is impaired with the result that a default thereunder may reasonably be anticipated, whether or not such default may be cured by the operation of any offset clause in such agreement. The Company SAP Statements accurately reflect the extent to which, pursuant to Insurance Laws, the Company and/or the Company Insurance Subsidiaries are entitled to take credit for reinsurance. (c) Prior to the date hereof, the Company has delivered or made available to Parent a true and complete copy of all actuarial reports prepared by actuaries, independent or otherwise, with respect to the Company or any Company Insurance Subsidiary since December 31, 2000, and all attachments, addenda, supplements and modifications thereto (the “Company Actuarial Analyses”). To the knowledge of the Company, any information and data furnished by the Company or any Company Insurance Subsidiary to independent actuaries in connection with the preparation of the Company Actuarial Analyses were accurate in all material respects. Furthermore, to the knowledge of the Company, each Company Actuarial Analysis was based upon an accurate inventory of policies in force for the Company and the Company Insurance Subsidiaries, as the case may be, at the relevant time of preparation, was prepared using appropriate modeling procedures accurately applied and in conformity with generally accepted actuarial principles consistently applied, and the projections contained therein were properly prepared in accordance with the assumptions stated therein.

Insurance Matters. (a) The Company has heretofore provided or otherwise made available to Parent true, complete and correct copies of all material fire and casualty, general liability, business interruption, product liability and other insurance policies maintained by the Company and its Subsidiaries. All such policies are in full force and effect and no event has occurred that would give any insurance carrier a right to terminate any such policy. Neither the Company nor any of its Subsidiaries has been denied or had any policy of insurance revoked or rescinded. All such policies are adequate to insure against risks to which the Company and its properties are exposed in such amounts and subject to such terms as are commercially reasonable. (b) Except as otherwise would not, individually or in the aggregate, be reasonably be expected likely to have a Company Material Adverse Effect, all policies, binders, slips, certificates, annuity contracts and participation agreements and other agreements of insurance, whether individual or group, in effect as of the date hereof (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewith) that are issued by the Company Insurance Subsidiaries (the "Company Insurance Contracts") and any and all marketing materials, agents agreements, brokers agreements or managing general agents agreements are, to the extent required under applicable law, on forms approved by applicable insurance regulatory authorities or which have been filed and not objected to by such authorities within the period provided for objection, and such forms comply in all material respects with the Insurance Laws insurance statutes, regulations and rules applicable thereto and, as to premium rates established by the Company or any Company Insurance Subsidiary which are required to be filed with or approved by insurance regulatory authorities, the rates have been so filed or approved, the premiums charged conform thereto in all material respects, and such premiums comply in all material respects with the insurance statutes, regulations and rules applicable thereto. (bc) All reinsurance and coinsurance treaties or agreements, including retrocessional agreements, to which the Company or any Company Insurance Subsidiary is a party or under which the Company or any Company Insurance Subsidiary has any existing rights, obligations or liabilities are in full force and effect except for such treaties or agreements the failure to be in full force and effect as would not, individually or in the aggregate, aggregate are not reasonably be expected likely to have a Company Material Adverse Effect. Neither the Company nor any Company Insurance Subsidiary, nor, to the knowledge of the Responsible Executive Officers of the Company, any other party to a reinsurance treaty, binder or other coinsurance treaty or agreement to which the Company or any Company Insurance Subsidiary is a party, is in default in any material respect as to any provision thereof andthereof, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and no such agreement contains any provision providing that the other party thereto may (whether with notice, lapse of time or both) terminate such agreement solely by reason of the transactions contemplated by this Agreement. The Company has not received any notice to the effect that the financial condition of any other party to any such agreement is impaired with the result that a default thereunder may reasonably be anticipated, whether or not such default may be cured by the operation of any offset clause in such agreement. The Company SAP Statements accurately reflect No insurer or reinsurer or group of affiliated insurers or reinsurers accounted for the extent direction to which, pursuant to Insurance Laws, the Company and/or and the Company Insurance Subsidiaries are entitled or the ceding by the Company and the Company Insurance Subsidiaries of insurance or reinsurance business in an aggregate amount equal to take credit two percent or more of the consolidated gross premium income of the Company and the Company Insurance Subsidiaries for reinsurancethe year ended December 31, 1998. (cd) Prior to the date hereof, the Company has delivered or made available to Parent a true and complete copy of all any actuarial reports prepared by actuaries, independent or otherwise, with respect to the Company or any Company Insurance Subsidiary since December 31, 20001995, and all attachments, addenda, supplements and modifications thereto (the “"Company Actuarial Analyses”"). To the knowledge of the Company, any The information and data furnished by the Company or any Company Insurance Subsidiary to its independent actuaries in connection with the preparation of the Company Actuarial Analyses were accurate in all material respects. Furthermore, to the knowledge of the Responsible Executive Officers of the Company, each Company Actuarial Analysis was based upon an accurate inventory of policies in force for the Company and the Company Insurance Subsidiaries, as the case may be, at the relevant time of preparation, was prepared using appropriate modeling procedures accurately applied and in conformity with generally accepted actuarial principles standards consistently applied, and the projections contained therein were properly prepared in accordance with the assumptions stated therein.

Insurance Matters. (ai) Seller has provided Buyer with true, correct and complete copies of: (A) any reports of examination (including, without limitation, financial, market conduct and similar examinations) of Gateway issued by any insurance regulatory authority since January 1, 2006, and (B) all other filings or submissions under insurance holding company statutes and regulations made by Gateway with any insurance regulatory authority since January 1, 2006. Gateway has filed all reports, registrations, filings and submissions required to be filed with any insurance regulatory authority (including without limitation, under any applicable insurance holding company statute) since January 1, 2006. All such reports, registrations, filings and submissions were in material compliance with applicable Insurance Laws when filed or as amended or supplemented, and no material deficiencies have been asserted by any Governmental Entity with respect to such reports, registrations, filings or submissions that have not been cured or remedied to the satisfaction of the applicable insurance regulatory authority. (ii) Except as otherwise would notset forth in Section 3.1(n)(ii) of the Disclosure Schedule, individually since December 31, 2005 (and to Seller's Knowledge, for all prior periods) (A) all policy forms issued by or in the aggregateon behalf of Gateway, reasonably be expected to have a Company Material Adverse Effect, and all policies, binders, slips, certificates, certificates and participation agreements and other agreements of insurance, in effect as of the date hereof whether individual or group, (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewith) that are issued by the Company Insurance Subsidiaries and any and all marketing materialsamendments, agents agreementsapplications, brokers agreements or managing general agents agreements brochures, illustrations and certificates pertaining thereto, are, to the extent required under applicable lawInsurance Laws, on forms approved by applicable insurance regulatory authorities or which have have, where required by applicable Insurance Laws, been approved by all applicable Governmental Entities or filed with and not objected to (or such objection has been withdrawn or resolved) by such authorities Governmental Entities within the period provided by applicable Insurance Laws for objection, and all such forms comply in all material respects with the with, and have been administered in all material respects in accordance with, applicable Insurance Laws applicable thereto and, as to and (B) all premium rates established by the Company or any Company Insurance Subsidiary which Gateway that are required to be filed with or approved by insurance regulatory authorities, the rates Governmental Entities have been so filed or approved, the premiums charged conform thereto in all material respects, respects to the premium rating plans and such premiums underwriting methodologies so filed or approved and comply in all material respects (or complied in all material respects at the relevant time) with the insurance statutesapplicable Insurance Laws, regulations and rules applicable thereto. (b) All reinsurance treaties or agreements, including retrocessional agreements, to which the Company or any Company Insurance Subsidiary is a party or under which the Company or any Company Insurance Subsidiary has any existing rights, obligations or liabilities are in full force and effect except for such treaties or agreements where the failure to be in full force comply with Insurance Laws applicable to filing and effect as approval of such forms other Insurance Laws applicable to forms and rates would not, individually or in the aggregate, not reasonably be expected to have a Company Seller Material Adverse Effect. Neither . (iii) Without limiting the Company nor generality of the foregoing, (A) Gateway has conducted since December 31, 2005 (and to Seller's Knowledge, for all prior periods, other than as set forth in any Company market conduct examination by or on behalf of any state department of insurance or state insurance regulatory authority, which examination was provided to Gateway and disclosed to Buyer) and is conducting its business in compliance in all material respects with all Insurance SubsidiaryLaws; (B) Gateway has held since December 31, nor2005 (and to Seller's Knowledge, during all prior periods) and holds all qualifications, registrations, filings, licenses, permits, certificates, consents, approvals or authorizations issued or granted by Governmental Authorities, where applicable, necessary to write the types of insurance, reinsurance and other products written by it and otherwise as necessary for the conduct of their respective insurance and reinsurance businesses in each of the jurisdictions where Gateway conducts or operates, or has conducted or operated, its business (the “Insurance Licenses”); (C) all of the Insurance Licenses are valid and in full force and effect; (D) Gateway is not the subject of any pending or, to the knowledge Knowledge of Seller, threatened Action for or contemplating the Companysuspension, any other party termination, modification, limitation, cancellation, revocation, nonrenewal or impairment of its Insurance Licenses, and to a reinsurance treaty, binder the Knowledge of Seller there is no existing fact or other agreement to which the Company or any Company Insurance Subsidiary is a party, is in default in any material respect as to any provision thereof and, except as would notcircumstance that, individually or in the aggregateaggregate would be reasonably likely to result in the suspension, reasonably be expected termination, modification, limitation, cancellation, revocation, nonrenewal or impairment of such Insurance Licenses and (E) since December 31, 2005 (and to Seller's Knowledge, for all prior periods), Gateway has not transacted insurance or reinsurance business in any material respect in any jurisdiction requiring it to have a Company Material Adverse Effect, no an Insurance License to transact such agreement contains any provision providing that the other party thereto may terminate business in which it did not possess such agreement by reason Insurance License. Section 3.1(n)(iii) of the transactions contemplated by this AgreementDisclosure Schedule sets forth a true, correct and complete list of the Insurance Licenses. The Company Seller has not received any notice made available to the effect that the financial condition of any other party to any such agreement is impaired with the result that a default thereunder may reasonably be anticipatedBuyer, whether or not such default may be cured by the operation of any offset clause in such agreement. The Company SAP Statements accurately reflect the extent to which, pursuant to Insurance Laws, the Company and/or the Company Insurance Subsidiaries are entitled to take credit for reinsurance. (c) Prior prior to the date hereof, the Company has delivered or made available to Parent a true true, correct, and complete copy copies of the Insurance Licenses. (iv) Gateway has marketed, sold and issued insurance products in compliance in all actuarial reports prepared by actuaries, independent or otherwise, material respects with respect to the Company or any Company Insurance Subsidiary all applicable Requirements of Law since December 31, 20002005 (and to Seller's Knowledge, during all prior periods, other than as set forth in any market conduct examination by or on behalf of any state department of insurance or state insurance regulatory authority, which examination was provided to Gateway and all attachments, addenda, supplements and modifications thereto (the “Company Actuarial Analyses”disclosed to Buyer). To the knowledge Knowledge of Seller, no proceeding or customer complaint has been filed with the insurance regulatory authorities that would reasonably be expected to lead to the revocation, failure to renew, limitation, suspension, restriction, or impairment of any Insurance License. (v) Except as set forth in Section 3.1(n)(v) of the Disclosure Schedule, all Persons through whom Gateway has placed or sold insurance and reinsurance since December 31, 2005 (and to Seller's Knowledge, for all prior periods, other than as set forth in any market conduct examination by or on behalf of any state department of insurance or state insurance regulatory authority, which examination was provided to Gateway and disclosed to Buyer) were duly licensed (to the extent such licensing is required) to sell or place insurance and reinsurance in the jurisdictions where, and at the time when, they did so on behalf of the Company, any information and data furnished by the Company or any Company Insurance Subsidiary to independent actuaries . Except as set forth in connection with the preparation Section 3.1(n)(v) of the Company Actuarial Analyses were accurate Disclosure Schedule, no agent, broker, intermediary or producer has any underwriting or binding authority on behalf of Gateway (other than underwriting and binding authority given to an agent under the terms of the agent agreement with Gateway) or is a party to any managing general agency Contract or other similar arrangement. (vi) Except as set forth in all material respects. FurthermoreSection 3.1(n)(vi) of the Disclosure Schedule, no claim or assessment by any Guaranty Fund is pending, neither Seller nor Gateway has received notice of any such claim or assessment, and, to the knowledge Knowledge of the CompanySeller, each Company Actuarial Analysis was based upon an accurate inventory of policies in force there is no basis for the Company and the Company Insurance Subsidiaries, as the case may be, at the relevant time assertion of preparation, was prepared using appropriate modeling procedures accurately applied and in conformity with generally accepted actuarial principles consistently applied, and the projections contained therein were properly prepared in accordance with the assumptions stated thereinany such claim or assessment against Gateway by any such Guaranty Fund.

Insurance Matters. (a) Except ‎Section 3.16(a) of the PRE Disclosure Letter contains a true and correct list of each of its Subsidiaries which, by virtue of its operations and activities, is required to be licensed as an insurance company, reinsurance company or insurance or reinsurance intermediary (collectively, its “Insurance Subsidiaries”), together with the jurisdiction of domicile thereof and each jurisdiction in which each such Insurance Subsidiary is licensed to conduct the business of insurance or reinsurance or as an intermediary. None of its Insurance Subsidiaries is commercially domiciled in any other jurisdiction or is otherwise treated as domiciled in a jurisdiction other than that of its formation. Each of its Insurance Subsidiaries and each of its other Subsidiaries that provide services to its Insurance Subsidiaries is licensed, authorized or otherwise eligible to conduct its business as currently conducted, to the extent required by Law, in each jurisdiction where it engages in business and for each line of business written therein, except where the failure to be so licensed, authorized or otherwise eligible to conduct its business as currently conducted would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Except as required by Insurance Laws of general applicability and the insurance Permits maintained by its Insurance Subsidiaries, all policiesthere are no material written agreements, bindersmemoranda of understanding, slipscommitment letters or similar undertakings binding on it or on any of its Insurance Subsidiaries or to which it or any of its Insurance Subsidiaries is a party, certificateson the one hand, and any Governmental Entity is a party or addressee, on the other agreements hand, or any Orders by, or supervisory letters or cease-and-desist orders from, any Governmental Entity, nor have it or any of insuranceits Insurance Subsidiaries adopted any board or committee resolutions at the request of any Governmental Entity, in effect each case with respect to such Insurance Subsidiaries, including any that would (i) limit the ability of any of its Insurance Subsidiaries to enter into Reinsurance Contracts, (ii) require any divestiture of any investment of any of its Insurance Subsidiaries, (iii) in any manner relate to the ability of any of its Insurance Subsidiaries to pay dividends, (iv) require any investment of any of its Insurance Subsidiaries to be treated as non-admitted assets (or the local equivalent), (v) require or impose any capital commitment, “keep well” or similar capital maintenance arrangement with respect to any of its Insurance Subsidiaries, or (vi) otherwise restrict the conduct of business of any of its Insurance Subsidiaries, nor have any of its Insurance Subsidiaries been advised by any Governmental Entity that it is contemplating any such undertakings. (c) The financial statements included in all annual, quarterly and other periodic statements submitted to the appropriate Insurance Regulator of each jurisdiction in which any of its Insurance Subsidiaries is licensed or authorized or otherwise eligible or accredited with respect to the conduct of the business of reinsurance since January 1, 2012 (collectively, its “Statutory Statements”) were prepared in accordance with Applicable SAP, applied on a consistent basis during the periods involved, and fairly present in all material respects the statutory financial position of the relevant Insurance Subsidiary as of the date hereof respective dates thereof and the results of operations and changes in capital and surplus (including all applicationsand shareholders’ equity, supplements, endorsements, riders and ancillary agreements in connection therewithas applicable) that are issued by of such Insurance Subsidiary for the Company Insurance Subsidiaries and any and all marketing materials, agents agreements, brokers agreements or managing general agents agreements are, to the extent required under applicable law, on forms approved by applicable insurance regulatory authorities or which have been filed and not objected to by such authorities within the period provided for objection, and such forms comply respective periods then ended. Such Statutory Statements complied in all material respects with the all applicable Insurance Laws applicable thereto and, as to premium rates established by the Company or any Company Insurance Subsidiary which are required to be filed with or approved by insurance regulatory authorities, the rates have been so when filed or approvedsubmitted and no material violation or deficiency has been asserted in writing (or, to the premiums charged conform thereto in all material respectsKnowledge of it, and orally) by any Insurance Regulator with respect to any of such premiums comply in all material respects with Statutory Statements that has not been cured or otherwise resolved to the insurance statutes, regulations and rules applicable theretosatisfaction of such Insurance Regulator. (bd) It has provided or made available to Parent and Merger Sub to the extent permitted by applicable Law, true and complete copies of all material examination reports (and has notified Parent of any pending material examinations) of any Insurance Regulators received by it on or after January 1, 2012 through the date of this Agreement relating to its Insurance Subsidiaries. All reinsurance treaties material deficiencies or agreementsviolations noted in such examination reports have been cured or resolved to the satisfaction of the applicable Insurance Regulator prior to the date of this Agreement. It has also provided Parent with true and complete copies of its written guidelines and policies with regard to underwriting, including retrocessional agreementsclaims handling and actuarial reserves practices. (i) Each Ceded Reinsurance Contract is valid and binding on its applicable Insurance Subsidiary, and to which its Knowledge, each other party thereto, and is in full force and effect, except where the Company failure to be valid, binding or any Company Insurance Subsidiary is a party or under which the Company or any Company Insurance Subsidiary has any existing rights, obligations or liabilities are in full force and effect except for such treaties or agreements the failure to be in full force and effect as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company , (ii) its applicable Insurance Subsidiary, norSubsidiary and, to the knowledge of the Companyits Knowledge, any other party thereto, has performed all obligations required to be performed by it under each Ceded Reinsurance Contract, except where such nonperformance would not, individually or in the aggregate, reasonably be expected to have a reinsurance treatyMaterial Adverse Effect, binder (iii) none of its Insurance Subsidiaries has received written or, to its Knowledge, oral, notice of the existence of any event or other agreement to condition which constitutes, or, after notice or lapse of time or both, will constitute, a default on the Company or any Company part of such Insurance Subsidiary under any Ceded Reinsurance Contract, except where such default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iv) to its Knowledge, with respect to each Ceded Reinsurance Contract, (A) there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute, a default on the part of any counterparty under such Ceded Reinsurance Contract, (B) to its Knowledge as of the date hereof, no such counterparty is insolvent or the subject of a partyrehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, (C) the financial condition of any reinsurer or retrocessionaire under such Ceded Reinsurance Contract is in not impaired to the extent that a default in any material respect as to any provision thereof andthereunder is reasonably anticipated, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (D) no notice of intended cancellation has been received by its Insurance Subsidiary from any such agreement contains any provision providing that reinsurer or retrocessionaire, and (E) its Insurance Subsidiary is entitled under the other party thereto may terminate law of its domiciliary jurisdiction to take full credit in its Statutory Statements for all amounts recoverable by it pursuant to such agreement by reason Ceded Reinsurance Contract and all such amounts recoverable have been properly recorded in its books and records of account and are properly reflected in its Statutory Statements. As of the transactions contemplated by this Agreement. The Company has not received any notice to the effect that the financial condition of any other party to any such agreement is impaired with the result that a default thereunder may reasonably be anticipateddate hereof, whether or not such default may be cured by the operation of any offset clause in such agreement. The Company SAP Statements accurately reflect the extent to whichthere are no pending, pursuant to Insurance Lawsand since January 1, the Company and/or the Company Insurance Subsidiaries are entitled to take credit for reinsurance. (c) Prior 2012 to the date hereof, there have not been any, material disputes under any of the Company has delivered or made available to Parent Ceded Reinsurance Contracts. (f) ‎Section 3.16(f) of the PRE Disclosure Letter contains a true and complete copy of all actuarial reports prepared by actuariescorrect list, independent or otherwise, with respect to the Company or any Company Insurance Subsidiary since December 31, 2000, and all attachments, addenda, supplements and modifications thereto (the “Company Actuarial Analyses”). To the knowledge as of the Companydate of this Agreement, of each intercompany Reinsurance Contract between it and any information and data furnished by the Company of its Subsidiaries or any Company Insurance Subsidiary to independent actuaries in connection with the preparation of the Company Actuarial Analyses were accurate in all material respects. Furthermore, to the knowledge of the Company, each Company Actuarial Analysis was based upon an accurate inventory of policies in force for the Company and the Company Insurance among its Subsidiaries, as the case may be, at the relevant time of preparation, was prepared using appropriate modeling procedures accurately applied and in conformity with generally accepted actuarial principles consistently applied, and the projections contained therein were properly prepared in accordance with the assumptions stated therein.

Insurance Matters. (a) Except as otherwise would not, individually or in the aggregate, be reasonably be expected to have a Company Material Adverse EffectEffect with respect to the Company, all policies, binders, slips, treaties, certificates, annuity contracts and participation agreements and other agreements of insuranceinsurance or reinsurance, whether individual or group, in effect as of the date hereof (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewith) (the "General Insurance Contracts") that are issued by the Company Insurance Subsidiaries or its subsidiaries and any and all marketing materials, agents agreements, brokers agreements or managing general agents agreements materials are, to the extent required under applicable lawLaw, on forms approved by applicable insurance or reinsurance regulatory authorities or which have been filed and not objected to by such authorities within the period provided for objection, and such forms comply in all material respects with the Insurance Laws insurance or reinsurance statutes, regulations and rules applicable thereto and, as to premium rates established by the Company or any Company Insurance Subsidiary subsidiary which are required to be filed with or approved by insurance or reinsurance regulatory authorities, the rates have been so filed or approved, the premiums charged conform thereto in all material respects, respects and such premiums comply in all material respects with the insurance or reinsurance statutes, regulations and rules applicable thereto. (b) All Each reinsurance treaties and coinsurance treaty or agreementsagreement, including retrocessional agreements, to which the Company or any Company Insurance Subsidiary of its subsidiaries is a party or party, under which the Company or any Company Insurance Subsidiary of its subsidiaries has any existing rights, duties, obligations or liabilities are or which is otherwise applicable to the Company or any of its subsidiaries, assuming its due authorization, execution and delivery by the other party or parties thereto, is valid and binding in all material respects in accordance with its terms and is in full force and effect effect, except for such treaties or agreements the failure to be valid and binding or in full force and effect as of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Insurance Subsidiary, nor, Effect with respect to the knowledge of the Company, any other . No party to a reinsurance treaty, binder any such treaty or other agreement has given notice to which the Company or any of its subsidiaries that it intends to terminate or cancel any such treaty or agreement as a result of the Merger or the contemplated operations of the Company Insurance Subsidiary or its subsidiaries after the Merger is consummated, which termination or cancellation would have a party, is in default in any material Material Adverse Effect with respect as to the Company. Any subsidiary of the Company that has ceded reinsurance pursuant to any provision thereof andsuch treaty or agreement is entitled to take full credit in its financial statements for all amounts recoverable (net of any reserve for collectibility under such treaty or agreement) with such credit accounted for (i) pursuant to SAP, except as would nota reduction of such Company's loss reserves and (ii) pursuant to United States generally accepted accounting principles, individually as a reinsurance recoverable asset. The Company has no unrecoverable reinsurance balances, other than as fully reserved on the Latest Balance Sheet or specified in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no such agreement contains any provision providing that the other party thereto may terminate such agreement by reason Section 3.15 of the transactions contemplated by this Agreement. Company Disclosure Letter. (c) The Company has not received any written notice to the effect that the financial condition of any other party to any such reinsurance, coinsurance or other similar agreement with it or any of its subsidiaries is so impaired with the as to result that in a default thereunder may reasonably be anticipatedthereunder, whether or not except to the extent that adequate reserves in respect of any such default may be cured by are reflected on the operation of any offset clause in such agreement. The Company SAP Statements accurately reflect the extent to which, pursuant to Insurance Laws, the Company and/or the Company Insurance Subsidiaries are entitled to take credit for reinsuranceLatest Balance Sheet. (cd) Prior to the date hereof, the Company has delivered or made available to Parent a true and complete copy of all any actuarial reports prepared by actuaries, independent or otherwise, with respect to the Company or any Company Insurance Subsidiary since December 31January 1, 20001998, and all attachments, addenda, supplements and modifications thereto (the “"Company Actuarial Analyses”"). To the knowledge of the Company, any The information and data furnished by the Company or any Company Insurance Subsidiary to its independent actuaries in connection with the preparation of the Company Actuarial Analyses were accurate in all material respects. Furthermore, to the knowledge . (e) As of the Companydate hereof, each Company Actuarial Analysis was based upon an accurate inventory of policies in force for the Company and has no reason to believe that any rating presently held by the Company Insurance Subsidiariesor any of its subsidiaries is likely to be modified, qualified, lowered or placed under surveillance for a possible downgrade for any reason other than as a result of the case may be, at the relevant time of preparation, was prepared using appropriate modeling procedures accurately applied and in conformity with generally accepted actuarial principles consistently applied, and the projections contained therein were properly prepared in accordance with the assumptions stated thereintransactions contemplated hereby.

Insurance Matters. (a) Except Section 3.15(a) of the Company Disclosure Letter contains a true and correct list of each of the Company’s Subsidiaries which, by virtue of its operations and activities, is required to be licensed as an insurance company, reinsurance company or reinsurance intermediary (collectively, the “Company Insurance Subsidiaries”), together with the jurisdiction of domicile thereof and each jurisdiction in which each such Company Insurance Subsidiary is licensed to conduct the business of insurance or reinsurance. None of the Company Insurance Subsidiaries is commercially domiciled in any other jurisdiction or is otherwise treated as domiciled in a jurisdiction other than that of its formation. Each of the Company Insurance Subsidiaries and each of the Company’s other Subsidiaries that provide services to the Company Insurance Subsidiaries is licensed, authorized or otherwise eligible to conduct its business as currently conducted, to the extent required by Law, in each jurisdiction where it engages in business and for each line of business written therein, except where the failure to be so licensed, authorized or otherwise eligible to conduct its business as currently conducted would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all policies, binders, slips, certificates, . (b) Except as required by Insurance Laws of general applicability and other agreements of insurance, in effect as of the date hereof (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewith) that are issued insurance Permits maintained by the Company Insurance Subsidiaries, there are no material written agreements, memoranda of understanding, commitment letters or similar undertakings binding on the Company or on any of the Company Insurance Subsidiaries or to which any of the Company Insurance Subsidiaries is a party, on the one hand, and any and all marketing materialsGovernmental Entity is a party or addressee, agents agreementson the other hand, brokers agreements or managing general agents agreements areany Orders by, or supervisory letters or cease-and-desist orders from, any Governmental Entity, nor have any of the Company Insurance Subsidiaries adopted any board or committee resolutions at the request of any Governmental Entity, in each case with respect to such Company Insurance Subsidiaries, including any that would (i) limit the ability of any of the Company Insurance Subsidiaries to enter into Reinsurance Contracts, (ii) require any divestiture of any investment of any of the Company Insurance Subsidiaries, (iii) in any manner relate to the extent required under applicable lawability of any of the Company Insurance Subsidiaries to pay dividends, (iv) require any investment of any of the Company Insurance Subsidiaries to be treated as non-admitted assets (or the local equivalent), (v) require or impose any capital commitment, “keep well” or similar capital maintenance arrangement with respect to any Company Insurance Subsidiary, or (vi) otherwise restrict the conduct of business of any of the Company Insurance Subsidiaries, nor have any of the Company Insurance Subsidiaries been advised by any Governmental Entity that it is contemplating any such undertakings. (c) The Company has provided or made available to Parent true and complete copies of all annual, quarterly and other periodic statements, together with all exhibits, interrogatories, notes, schedules and actuarial opinions, affirmations or certifications filed with or submitted to the appropriate Insurance Regulator of each jurisdiction in which a Company Insurance Subsidiary is licensed or authorized or otherwise eligible or accredited with respect to the conduct of the business of reinsurance since January 1, 2012 (collectively, the “Company Statutory Statements”). The financial statements included in the Company Statutory Statements were prepared in accordance with Applicable SAP, applied on forms approved by applicable insurance regulatory authorities or which have been filed and not objected to by such authorities within a consistent basis during the period provided for objectionperiods involved, and fairly present in all material respects the statutory financial position of the relevant Company Insurance Subsidiary as of the respective dates thereof and the results of operations and changes in capital and surplus (and shareholders’ equity, as applicable) of such forms comply Company Insurance Subsidiary for the respective periods then ended. Such Company Statutory Statements complied in all material respects with the all applicable Insurance Laws applicable thereto and, as to premium rates established by the Company or any Company Insurance Subsidiary which are required to be filed with or approved by insurance regulatory authorities, the rates have been so when filed or approved, the premiums charged conform thereto submitted and no material violation or deficiency has been asserted in all material respects, and such premiums comply in all material respects with the insurance statutes, regulations and rules applicable thereto. writing (b) All reinsurance treaties or agreements, including retrocessional agreements, to which the Company or any Company Insurance Subsidiary is a party or under which the Company or any Company Insurance Subsidiary has any existing rights, obligations or liabilities are in full force and effect except for such treaties or agreements the failure to be in full force and effect as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Insurance Subsidiary, noror, to the knowledge Knowledge of the Company, orally) by any other party Insurance Regulator with respect to a reinsurance treatyany of such Company Statutory Statements that has not been cured or otherwise resolved to the satisfaction of such Insurance Regulator. (d) The Company has provided or made available to Parent to the extent permitted by applicable Law, binder true and complete copies of all material examination reports (and has notified Parent of any pending material examinations) of any Insurance Regulators received by it on or other agreement after January 1, 2012 through the date of this Agreement relating to which the Company Insurance Subsidiaries. All material deficiencies or any Company Insurance Subsidiary is a party, is violations noted in default in any material respect as such examination reports have been cured or resolved to any provision thereof and, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no such agreement contains any provision providing that the other party thereto may terminate such agreement by reason satisfaction of the transactions contemplated by applicable Insurance Regulator prior to the date of this Agreement. The Company has not received any notice to the effect that the financial condition of any other party to any such agreement is impaired also provided Parent with the result that a default thereunder may reasonably be anticipated, whether or not such default may be cured by the operation of any offset clause in such agreement. The Company SAP Statements accurately reflect the extent to which, pursuant to Insurance Laws, the Company and/or the Company Insurance Subsidiaries are entitled to take credit for reinsurance. (c) Prior to the date hereof, the Company has delivered or made available to Parent a true and complete copy copies of all actuarial reports prepared by actuaries, independent or otherwise, (i) its “underwriting directives” with respect to Bermuda, New York and Chicago; (ii) its “claims processing” and “claim policy/technical” manuals with respect to its operations in the Company or any Company Insurance Subsidiary since December 31, 2000, United States and all attachments, addenda, supplements Bermuda; and modifications thereto (the iii) its “Company Actuarial Analyses”). To the knowledge of the Company, any information and data furnished by the Company or any Company Insurance Subsidiary actuarial reserving process” policies with respect to independent actuaries its operations in connection with the preparation of the Company Actuarial Analyses were accurate in all material respects. Furthermore, to the knowledge of the Company, each Company Actuarial Analysis was based upon an accurate inventory of policies in force for the Company Bermuda and the Company Insurance SubsidiariesUnited States, as the in each case may be, at the relevant time of preparation, was prepared using appropriate modeling procedures accurately applied and in conformity with generally accepted actuarial principles consistently applied, and the projections contained therein were properly prepared in accordance with the assumptions stated therein.that are specifically identified in

Insurance Matters. (ai) Except To the extent required under Insurance Laws and except as otherwise would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effectmaterial adverse effect on the Company, all policies, binders, slips, certificates, annuity contracts and participation agreements and other agreements of insurance, in effect as of the date hereof insurance (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewith) ), whether individual or group, that are issued by the Company Insurance Subsidiaries (the "Company Insurance Contracts") and any and all marketing materials, agents agreements, brokers agreements or managing general agents agreements are, to the extent required under applicable law, are on forms approved by applicable insurance regulatory authorities or which have been filed and not objected to by such authorities within the period provided for objection, and such forms comply in all material respects with the Insurance Laws applicable thereto and, as to premium rates established by the Company or any Company Insurance Subsidiary which are required to be filed with or approved by insurance regulatory authorities, the rates have been so filed or approved, the premiums charged conform thereto in all material respects, and such premiums comply in all material respects with the insurance statutes, regulations and rules Insurance Laws applicable thereto. (bii) All reinsurance and coinsurance treaties or agreements, including retrocessional agreements, to which the Company or any Company Insurance Subsidiary is a party or under which the Company or any Company Insurance Subsidiary has any existing rights, obligations or liabilities are in full force and effect effect, except for such treaties or agreements the failure to be in full force and effect as of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on the Company. Neither the Company nor any Company Insurance Subsidiary, nor, to the knowledge of the Company, any other party to a reinsurance treaty, binder or other coinsurance treaty or agreement to which the Company or any Company Insurance Subsidiary is a party, is in default in any material respect as to any provision thereof andthereof, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and no such agreement contains any provision providing that the other party thereto may terminate such agreement agreement, or reduce any reinsurance or retrocessional coverage of any Company Insurance Subsidiary thereunder, by reason of the transactions contemplated by this Agreement. The Neither the Company nor any Company Insurance Subsidiary has not received any notice to the effect that any other party to any such reinsurance and coinsurance treaty or agreement that is otherwise terminable prior to the expiration thereof, will be terminated by such party as a result of the transactions contemplated by this Agreement. Neither the Company nor any Company Insurance Subsidiary has received any notice to the effect that the financial condition of any other party to any such agreement is impaired with the result that a default thereunder or other failure to comply with the terms thereof may reasonably be anticipated, whether or not such default or non-compliance may be cured by the operation of any offset clause in such agreement. The Each Company Insurer Subsidiary was entitled to take credit in its most recent Company SAP Statements accurately reflect Statement for that portion of its ceded liabilities under each such reinsurance or coinsurance treaty as to which credit was taken in such Company SAP Statement. No insurer or reinsurer or group of affiliated insurers or reinsurers accounted for the extent direction to which, pursuant to Insurance Laws, the Company and/or the Company Insurance Subsidiaries are entitled or the ceding by any Company Insurance Subsidiaries of insurance or reinsurance business in an aggregate amount equal to take credit two percent or more of the consolidated gross premium income of the Company Insurance Subsidiaries for reinsurancethe year ended December 31, 1999. (ciii) Prior to the date hereof, the Company has delivered or made available to Parent a true and complete copy of all any actuarial reports prepared by actuaries, independent or otherwise, with respect to the Company or any Company Insurance Subsidiary since December 31, 20001997, and all attachments, addenda, supplements and modifications thereto (the “"Company Actuarial Analyses”"). To the knowledge of the Company, any The information and data furnished by the Company or any Company Insurance Subsidiary to its independent actuaries in connection with the preparation of the Company Actuarial Analyses were complete and accurate in all material respects. Furthermore, to the knowledge of the Company, each Company Actuarial Analysis was based upon an accurate inventory of policies in force for the Company and the Company Insurance Subsidiaries, as the case may be, at the relevant time of preparation, was prepared using appropriate modeling procedures accurately applied and in conformity with generally accepted actuarial principles standards consistently applied, and the projections contained therein were properly prepared in accordance with the assumptions stated therein. (iv) Each material contract between a Company Insurance Subsidiary and a producer of business therefor ("Producer Agreements") is valid, binding and in full force and effect in accordance with its terms, and, to the knowledge of the Company, none of the parties thereto is in default with respect to any such Producer Agreement, other than for such failures to be valid, binding and in full force and effect or such defaults which would not, individually or in the aggregate, have a material adverse effect on the Company. To the knowledge of the Company, no party to any Producer Agreement has given notice to any Company Insurance Subsidiary that it intends to terminate or cancel any Producer Agreement as a result of the transactions contemplated by this Agreement. Since January 1, 1998, to the knowledge of the Company, at the time any Company Insurance Subsidiary paid commissions to any producer in connection with the sale of insurance or annuity contracts, each such producer was duly licensed if required under applicable Insurance Law in the particular jurisdiction in which such producer sold such insurance or annuity contracts for the Company Insurance Subsidiary, other than in immaterial respects.

Insurance Matters. (a) Except as otherwise would not, individually or in To the aggregate, reasonably be expected to have a Company Material Adverse Effectextent required under applicable Law regulating the business of insurance, all policies, binders, slips, certificates, annuity contracts and participation agreements and other agreements of insurance, in effect as of the date hereof insurance (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewith) ), whether individual or group, that are issued by the Company or any Insurance Subsidiaries or Warranty Subsidiary, and any and all marketing materialsmaterials related thereto, agents agreements, brokers agreements or managing general agents agreements are, to the extent required under applicable law, are on forms approved by applicable insurance regulatory authorities or which have been filed and not objected to by such authorities within the period provided for objection, and such forms that comply in all material respects with the Insurance such applicable Laws applicable thereto and, as to premium rates established by the Company or any Company Insurance or Warranty Subsidiary which that are required to be filed with or approved by insurance regulatory authorities, the rates have been so filed or approvedany applicable Insurance Authority, the premiums charged conform thereto in all material respects, and with such premiums comply in all material respects with the insurance statutes, regulations and rules applicable theretoLaw. (b) All With respect to reinsurance and coinsurance treaties or agreements, including retrocessional agreements, to which the Company or any Company Insurance or Warranty Subsidiary is a party or under which the Company or any Company Insurance or Warranty Subsidiary has any existing rights, obligations or liabilities are in full force and effect except for such treaties or agreements the failure to be in full force and effect as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Insurance Subsidiary, nor, to the knowledge of the Company, any other party to a reinsurance treaty, binder or other agreement to which the Company or any Company Insurance Subsidiary is a party, is in default in any material respect as to any provision thereof and, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no such agreement contains any provision providing that the other party thereto may terminate such agreement by reason of the transactions contemplated by this Agreement. The Company has not received any notice to the effect that the financial condition of any other party to any such agreement is impaired with the result that a default thereunder may reasonably be anticipated, whether or not such default may be cured by the operation of any offset clause in such agreement. The Company SAP Statements accurately reflect the extent to which, pursuant to Insurance Lawsliabilities, the Company and/or and the Company Insurance and Warranty Subsidiaries are were entitled to take credit in their most recent Insurance SAP Document for reinsurancethat portion of their ceded liabilities under each such reinsurance or coinsurance treaty as to which credit was taken in such Insurance SAP Document. (c) Prior to the date hereof, the The Company has delivered or made available provided to Parent a true and complete copy of all any actuarial reports prepared by actuaries, independent or otherwise, with respect to the Company or any Company Insurance Subsidiary and Warranty Subsidiaries since December 31, 20002001, and all attachments, addenda, supplements and modifications thereto (the “"Company Actuarial Analyses”"). To the knowledge of the Company, any The information and data furnished by the Company or any Company Insurance or Warranty Subsidiary to its independent actuaries in connection with the preparation of the Company Actuarial Analyses were complete and accurate in all material respects. Furthermore, to the knowledge of the Company, each Company Actuarial Analysis was based upon an accurate inventory of policies in force for the Company and the Company Insurance Subsidiaries, as the case may be, at the relevant time of preparation, was prepared using appropriate modeling procedures accurately applied and in conformity with generally accepted actuarial principles consistently applied, and the projections contained therein were properly prepared in accordance with the assumptions stated therein.

Insurance Matters. (a) Except as otherwise would not, individually or The Company conducts all of its insurance operations that are required to be conducted through a licensed insurance company through its Company Insurance Subsidiaries. The Company Insurance Subsidiaries have conducted and are conducting their business and operations in the aggregate, reasonably be expected to have a Company Material Adverse Effect, compliance in all material respects with all applicable Laws regulating insurance companies. All policies, binders, slips, treaties, certificates, annuity contracts and participation agreements and other agreements of insuranceinsurance or reinsurance, in effect as of the date hereof whether individual or group (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewith) that are issued by the Company or a Company Insurance Subsidiaries Subsidiary (the “General Insurance Contracts”), in effect as of the date hereof, and any and all marketing materials, agents agreements, brokers agreements or managing general agents agreements materials are, to the extent required under applicable lawLaw, in all material respects on forms approved by the applicable insurance regulatory authorities Insurance Regulator or which have been filed with and not objected to by such authorities Insurance Regulator within the period provided for objection, and such forms comply in all material respects with the Insurance Laws applicable thereto and, as to Law. All premium rates established by the Company or any Company Insurance Subsidiary which that are required to be filed with or approved by insurance regulatory authorities, the rates Insurance Regulators have been so filed or approved, the premiums charged conform thereto in all material respects, respects and such premiums comply in all material respects with the insurance statutes, regulations and rules applicable theretoLaw. (b) All Each material reinsurance treaties and coinsurance treaty or agreementsagreement, including without limitation retrocessional agreements, to which the Company or any Company Insurance Subsidiary is a party or party, under which the Company or any Company Insurance Subsidiary has any existing rights, duties, obligations or liabilities are liabilities, assuming its due authorization, execution and delivery by the other party or parties thereto, is valid in accordance with its terms and is in full force and effect effect, except as limited by the Enforceability Exceptions, and except for such treaties or and agreements as to which the failure to be valid or in full force and or effect as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Insurance Subsidiary, nor, to the knowledge of the Company, any other party to a reinsurance treaty, binder or other agreement to which the Company or any Company Insurance Subsidiary is a party, is in default in any material respect Except as to any provision thereof and, except as has not had and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no any Company Insurance Subsidiary that has ceded reinsurance pursuant to any such treaty or agreement contains is entitled to take full credit in its financial statements for all amounts recoverable (net of any provision providing that reserve for collectability under such treaty or agreement) with such credit accounted for (i) pursuant to SAP, as a reduction of such Company Insurance Subsidiary’s loss reserves and (ii) pursuant to U.S. GAAP, as a reinsurance recoverable asset. To the other party thereto may terminate such agreement by reason knowledge of the transactions contemplated by Company, the Company has no material unrecoverable reinsurance balances, other than as reserved on the Company Financial Statements. To the Knowledge of the Company, none of such reinsurance and coinsurance treaties or agreements is with a reinsurer that, as of the date of this Agreement, has become insolvent or bankrupt or that has entered into any composition agreement with its creditors or any statutory or judicial proceeding of compromise with its creditors or any similar procedure. The To the Company’s Knowledge, no Company Insurance Subsidiary has not received any written notice to the effect that the financial condition of any other party to any such agreement reinsurer is impaired with the result that a material default thereunder may under such reinsurance and coinsurance treaties or agreements or other failure to materially comply with the terms thereof by such reinsurer would reasonably be anticipated, whether or not such material default or material non-compliance may be cured by the operation of any offset clause in such agreement. The Company SAP Statements accurately reflect the extent to which, pursuant to Insurance Laws, the Company and/or the Company Insurance Subsidiaries are entitled to take credit for reinsurance. (c) Each Company Insurance Subsidiary has filed all annual statements during the three years ended December 31, 2009, and all quarterly statements for the quarterly periods ended after January 1, 2010, together with all exhibits and schedules thereto, required to be filed with or submitted to the appropriate Insurance Regulator of the jurisdiction in which it is domiciled and to any other jurisdiction where required on forms prescribed or permitted by such authority. Each annual statement filed by any Company Insurance Subsidiary with the Insurance Regulator in its state or other jurisdiction of domicile for the three years ended December 31, 2009 (each a “Company Annual Statement”), together with all exhibits and schedules thereto, financial statements relating thereto and any actuarial opinion, affirmation or certification filed in connection therewith and each quarterly statement so filed for the quarterly periods ended after January 1, 2010 (each a “Company Quarterly Statement”) was prepared in conformity in all material respects with the statutory accounting practices prescribed or permitted by the Insurance Regulator of the applicable state or other jurisdiction of domicile (“SAP”) applied on a consistent basis, and presents fairly, in all material respects, to the extent required by and in conformity with SAP, the statutory financial condition of such Company Insurance Subsidiary at the date thereof and the results of operations, changes in capital and surplus and cash flow of such Subsidiary for each of the periods then ended. No material deficiencies or violations have been asserted in writing by any Insurance Regulator with respect to Company Annual Statements and Company Quarterly Statements that have not been cured or otherwise resolved to the satisfaction of such Insurance Regulator. (d) The reserves for future payment of benefits, losses, claims, expenses and similar purposes (including claims litigation) under all insurance policies, reinsurance agreements or retrocessional agreements to which any Company Insurance Subsidiary is a party reflected in, or included with, the financial statements set forth in the Company Annual Statements, the Company Quarterly Statements and the Company Financial Statements (i) have been computed in all material respects in accordance with generally accepted actuarial standards consistently applied (except as otherwise noted in the financial statements and notes thereto) and prepared in accordance with applicable SAP or U.S. GAAP consistently applied, (ii) have been computed in all material respects based on assumptions that are consistent with applicable Contract provisions and with those used to compute the corresponding items in the Company Annual Statements, Company Quarterly Statements and the Company Financial Statements and (iii) have been computed in all material respects in accordance with the requirements for reserves established by the Insurance Regulator of the state or other jurisdiction of domicile of each Company Insurance Subsidiary; provided, however, that neither the Company nor any of its Affiliates makes any representation or warranty (express or implied) as to the adequacy or sufficiency of reserves for losses or loss expenses as of any date. (e) Prior to the date hereof, the Company has delivered or made available to Parent a true and complete copy of all any actuarial reports prepared for the Company by actuaries, independent or otherwise, actuaries with respect to the Company or any Company Insurance Subsidiary since of its Subsidiaries for the years ended December 31, 20002008 and December 31, 2009, and all attachments, addenda, supplements and modifications thereto (the “Company Actuarial Analyses”). To the knowledge of Company’s Knowledge, at the Companytime each Company Actuarial Analyses was prepared, any such Company Actuarial Analysis was prepared using appropriate modeling and other procedures in conformity in all material respects with generally accepted actuarial standards consistently applied (except as noted therein), and that the projections contained therein were prepared in all material respects in accordance with the assumptions stated therein. The information and data furnished by the Company or any the Company Insurance Subsidiary Subsidiaries to its independent actuaries in connection with the preparation of the Company Actuarial Analyses were were, at the time furnished, accurate and complete in all material respects. (f) Since December 31, 2006, the Company and each of the Company Insurance Subsidiaries has filed all periodic statements, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other material supporting documents in connection therewith, required to be filed with or submitted to any Insurance Regulator on forms prescribed or permitted thereby (collectively, the “Regulatory Reports”). FurthermoreTo the extent required by applicable Law, all transactions requiring approval by an Insurance Regulator involving the Company or any of the Company Insurance Subsidiaries on one hand and any other party deemed an Affiliate under applicable Law on the other hand have been filed with and approved by the respective Insurance Regulator. The Regulatory Reports complied in all material respects with all applicable Laws when filed, and no material deficiency has been asserted in writing to the Company or any of the Company Insurance Subsidiaries with respect to any Regulatory Report by any Insurance Regulator, except for any such deficiency that has been resolved to the satisfaction of such Insurance Regulator. (g) The Company Insurance Subsidiaries hold all material Permits issued by an Insurance Regulator as are necessary for the lawful conduct of their respective businesses as currently conducted (each, a “Company Insurance Permit”). The Company Disclosure Letter lists each Company Insurance Permit. Each Company Insurance Permit is valid, in good standing and in full force and effect, and the Company Insurance Subsidiaries are in compliance in all material respects with the terms of each Company Insurance Permit and, to the knowledge Company’s Knowledge, there has occurred no material violation of, default (with or without notice or lapse of time or both) under or event giving to any Insurance Regulator any right of termination, amendment or cancellation (with or without notice or lapse of time or both) of any Company Insurance Permit. Neither the Company nor any of its Company Insurance Subsidiaries has received written notice of any revocation or modification of any Company Insurance Permit. Neither the Company, its Subsidiaries nor their respective operations is, or since December 31, 2006 has been, (i) engaged in any insurance or reinsurance business in any jurisdiction where it is required by applicable Law to be authorized or qualified to transact such business where it is not so authorized or qualified or (ii) otherwise in material violation of any Law applicable to its business, properties or operations that is administered by an Insurance Regulator. To the Knowledge of the Company, no investigation or review by any Insurance Regulator with respect to the Company, any of the Company Insurance Subsidiaries or any Company Insurance Permit is pending or threatened, nor, to the Knowledge of the Company, has any Insurance Regulator indicated in writing an intention to conduct the same, against the Company or any of its Company Insurance Subsidiaries, alleging any material violation of any Law. Except as set forth in the Company Disclosure Letter, there are no restrictions, conditions or requirements that have been imposed by any Insurance Regulator on the Company or its Company Insurance Subsidiaries that have had or would reasonably be expected to have a Company Material Adverse Effect. (h) To the Knowledge of the Company, each Company Actuarial Analysis was based upon an accurate inventory of policies in force its Agents was, on the date of each such Agent’s appointment, duly licensed or approved for the Company type of activity and business conducted or written, sold, produced, underwritten or administered by such Agent for the Company Insurance Subsidiaries. To the Knowledge of the Company, as of the date of this Agreement, no Agent has violated or is currently in violation, in each case may bein any material respect, at of any Law applicable to the relevant time writing, sale, production, underwriting or administration of preparationbusiness for a Company Insurance Subsidiary. Each Agent was appointed by the Company Insurance Subsidiaries in compliance in all material respects with applicable Laws administered by any Insurance Regulator and all processes and procedures used in making inquiries with respect of such Agent were undertaken in compliance in all material respects with applicable Laws administered by any Insurance Regulator. (i) The representations and warranties in this Section 3.06 constitute the only representations and warranties of the Company to Parent and M&A Sub with respect to insurance matters and Laws applicable thereto, was prepared using appropriate modeling procedures accurately applied other than (i) Sections 3.05, 3.07, 3.08, 3.16 and 3.17 and (ii) insurance matters and Laws applicable to third party administration, as to which representations and warranties of the Company to Parent and M&A Sub are made elsewhere in conformity with generally accepted actuarial principles consistently applied, and the projections contained therein were properly prepared in accordance with the assumptions stated thereinthis Article 3.

Insurance Matters. (a) The Company conducts all of its insurance operations through its Subsidiaries. Except as otherwise would not, not individually or in the aggregate, aggregate be reasonably be expected to have a Company Material Adverse Effect, all policies, binders, slips, treaties, certificates, annuity contracts and participation agreements and other agreements of insuranceinsurance or reinsurance, whether individual or group, in effect as of the date hereof (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewith) (the “General Insurance Contracts”) that are issued by the Company Insurance or its Subsidiaries and any and all marketing materials, agents agreements, brokers agreements or managing general agents agreements materials are, to the extent required under applicable lawLaw, on forms approved by the applicable insurance regulatory authorities Insurance Regulator or which have been filed with and not objected to by such authorities Insurance Regulator within the period provided for objection, and such forms comply in all material respects with the Insurance Laws insurance or reinsurance statutes, regulations and rules applicable thereto and, as to thereto. All premium rates established by the Company or any Subsidiary of the Company Insurance Subsidiary which that are required to be filed with or approved by insurance regulatory authorities, the rates Insurance Regulators have been so filed or approved, the premiums charged conform thereto in all material respects, respects and such premiums comply in all material respects with the insurance or reinsurance statutes, regulations and rules applicable thereto. (b) All Each reinsurance treaties and coinsurance treaty or agreementsagreement, including retrocessional agreements, to which the Company or any Company Insurance Subsidiary of its Subsidiaries is a party or party, under which the Company or any Company Insurance Subsidiary has of its Subsidiaries have any existing rights, duties, obligations or liabilities are or which is otherwise applicable to the Company or any of its Subsidiaries, assuming its due authorization, execution and delivery by the other party or parties thereto, is valid and binding in all material respects in accordance with its terms and is in full force and effect effect, except for such treaties or agreements the failure of which to be valid and binding or in full force and effect as would not, not individually or in the aggregate, aggregate reasonably be expected to have a Company Material Adverse Effect. Neither Any Subsidiary of the Company nor that has ceded reinsurance pursuant to any Company Insurance such treaty or agreement is entitled to take full credit in its financial statements for all amounts recoverable (net of any reserve for collectibility under such treaty or agreement) with such credit accounted for (i) pursuant to SAP, as a reduction of such Subsidiary’s loss reserves and (ii) pursuant to U.S. GAAP, nor, to the knowledge of the Company, any other party to as a reinsurance treatyrecoverable asset. The Company has no material unrecoverable reinsurance balances, binder other than as reserved on the Company Financial Statements. All intragroup reinsurance agreements have been filed and approved in accordance with all applicable insurance holding company acts. (c) The reserves for future payment of benefits, losses, claims, expenses and similar purposes (including claims litigation) under all insurance policies, reinsurance agreements or other agreement retrocessional agreements to which the Company or any Company Insurance Subsidiary is a partyparty reflected in, is in default in any material respect as to any provision thereof andor included with, except as would not, individually or the financial statements set forth in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no such agreement contains any provision providing that the other party thereto may terminate such agreement by reason of the transactions contemplated by this Agreement. The Company has not received any notice to the effect that the financial condition of any other party to any such agreement is impaired with the result that a default thereunder may reasonably be anticipated, whether or not such default may be cured by the operation of any offset clause in such agreement. The Company SAP Statements accurately reflect the extent to which, pursuant to Insurance LawsAnnual Statements, the Company and/or Quarterly Statements and the Company Financial Statements (i) have been computed in all material respects in accordance with presently accepted actuarial standards consistently applied and prepared in accordance with applicable SAP or U.S. GAAP consistently applied, (ii) have been computed based on assumptions that are consistent in all material respects with applicable Contract provisions and with those used to compute the corresponding items in the Company Annual Statements, Company Quarterly Statements and the Company Financial Statements and (iii) have been computed in all material respects in accordance with the requirements for reserves established by the Insurance Subsidiaries are entitled to take credit for reinsuranceRegulator of the state or other jurisdiction of domicile of each Company Insurance Subsidiary. (cd) Prior to the date hereof, the Company has delivered or made available to Parent a true and complete copy of all any actuarial reports prepared by actuaries, independent or otherwise, with respect to the Company or any Company Insurance Subsidiary of its Subsidiaries since December 31January 1, 20002006, and all attachments, addenda, supplements and modifications thereto (the “Company Actuarial Analyses”). To At the knowledge of the Company, any information and data furnished by the Company or any Company Insurance Subsidiary to independent actuaries in connection with the preparation of the time each Company Actuarial Analyses were accurate in all material respects. Furthermorewas prepared, to the knowledge of the Company, each Company Actuarial Analysis was based upon an accurate inventory of policies in force for the Company and the Company Insurance Subsidiaries, as the case may be, at the relevant time of preparation, believed in good faith that it was prepared using appropriate modeling and other procedures accurately applied applied, if relevant, and in conformity with generally accepted actuarial principles standards consistently applied, and that the projections contained therein were properly prepared in accordance with the assumptions stated therein. The information and data furnished by the Company or its Subsidiaries to its independent actuaries in connection with the preparation of the Company Actuarial Analyses were, at the time furnished, accurate and complete in all material respects.

Insurance Matters. (a) Except Section 3.16(a) of the PRE Disclosure Letter contains a true and correct list of each of its Subsidiaries which, by virtue of its operations and activities, is required to be licensed as an insurance company, reinsurance company or insurance or reinsurance intermediary (collectively, its “Insurance Subsidiaries”), together with the jurisdiction of domicile thereof and each jurisdiction in which each such Insurance Subsidiary is licensed to conduct the business of insurance or reinsurance or as an intermediary. None of its Insurance Subsidiaries is commercially domiciled in any other jurisdiction or is otherwise treated as domiciled in a jurisdiction other than that of its formation. Each of its Insurance Subsidiaries and each of its other Subsidiaries that provide services to its Insurance Subsidiaries is licensed, authorized or otherwise eligible to conduct its business as currently conducted, to the extent required by Law, in each jurisdiction where it engages in business and for each line of business written therein, except where the failure to be so licensed, authorized or otherwise eligible to conduct its business as currently conducted would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Except as required by Insurance Laws of general applicability and the insurance Permits maintained by its Insurance Subsidiaries, all policiesthere are no material written agreements, bindersmemoranda of understanding, slipscommitment letters or similar undertakings binding on it or on any of its Insurance Subsidiaries or to which it or any of its Insurance Subsidiaries is a party, certificateson the one hand, and any Governmental Entity is a party or addressee, on the other agreements hand, or any Orders by, or supervisory letters or cease-and-desist orders from, any Governmental Entity, nor have it or any of insuranceits Insurance Subsidiaries adopted any board or committee resolutions at the request of any Governmental Entity, in effect each case with respect to such Insurance Subsidiaries, including any that would (i) limit the ability of any of its Insurance Subsidiaries to enter into Reinsurance Contracts, (ii) require any divestiture of any investment of any of its Insurance Subsidiaries, (iii) in any manner relate to the ability of any of its Insurance Subsidiaries to pay dividends, (iv) require any investment of any of its Insurance Subsidiaries to be treated as non-admitted assets (or the local equivalent), (v) require or impose any capital commitment, “keep well” or similar capital maintenance arrangement with respect to any of its Insurance Subsidiaries, or (vi) otherwise restrict the conduct of business of any of its Insurance Subsidiaries, nor have any of its Insurance Subsidiaries been advised by any Governmental Entity that it is contemplating any such undertakings. (c) The financial statements included in all annual, quarterly and other periodic statements submitted to the appropriate Insurance Regulator of each jurisdiction in which any of its Insurance Subsidiaries is licensed or authorized or otherwise eligible or accredited with respect to the conduct of the business of reinsurance since January 1, 2012 (collectively, its “Statutory Statements”) were prepared in accordance with Applicable SAP, applied on a consistent basis during the periods involved, and fairly present in all material respects the statutory financial position of the relevant Insurance Subsidiary as of the date hereof respective dates thereof and the results of operations and changes in capital and surplus (including all applicationsand shareholders’ equity, supplements, endorsements, riders and ancillary agreements in connection therewithas applicable) that are issued by of such Insurance Subsidiary for the Company Insurance Subsidiaries and any and all marketing materials, agents agreements, brokers agreements or managing general agents agreements are, to the extent required under applicable law, on forms approved by applicable insurance regulatory authorities or which have been filed and not objected to by such authorities within the period provided for objection, and such forms comply respective periods then ended. Such Statutory Statements complied in all material respects with the all applicable Insurance Laws applicable thereto and, as to premium rates established by the Company or any Company Insurance Subsidiary which are required to be filed with or approved by insurance regulatory authorities, the rates have been so when filed or approvedsubmitted and no material violation or deficiency has been asserted in writing (or, to the premiums charged conform thereto in all material respectsKnowledge of it, and orally) by any Insurance Regulator with respect to any of such premiums comply in all material respects with Statutory Statements that has not been cured or otherwise resolved to the insurance statutes, regulations and rules applicable theretosatisfaction of such Insurance Regulator. (bd) It has provided or made available to Parent and Merger Sub to the extent permitted by applicable Law, true and complete copies of all material examination reports (and has notified Parent of any pending material examinations) of any Insurance Regulators received by it on or after January 1, 2012 through the date of this Agreement relating to its Insurance Subsidiaries. All reinsurance treaties material deficiencies or agreementsviolations noted in such examination reports have been cured or resolved to the satisfaction of the applicable Insurance Regulator prior to the date of this Agreement. It has also provided Parent with true and complete copies of its written guidelines and policies with regard to underwriting, including retrocessional agreementsclaims handling and actuarial reserves practices. (i) Each Ceded Reinsurance Contract is valid and binding on its applicable Insurance Subsidiary, and to which its Knowledge, each other party thereto, and is in full force and effect, except where the Company failure to be valid, binding or any Company Insurance Subsidiary is a party or under which the Company or any Company Insurance Subsidiary has any existing rights, obligations or liabilities are in full force and effect except for such treaties or agreements the failure to be in full force and effect as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company , (ii) its applicable Insurance Subsidiary, norSubsidiary and, to the knowledge of the Companyits Knowledge, any other party thereto, has performed all obligations required to be performed by it under each Ceded Reinsurance Contract, except where such nonperformance would not, individually or in the aggregate, reasonably be expected to have a reinsurance treatyMaterial Adverse Effect, binder (iii) none of its Insurance Subsidiaries has received written or, to its Knowledge, oral, notice of the existence of any event or other agreement to condition which constitutes, or, after notice or lapse of time or both, will constitute, a default on the Company or any Company part of such Insurance Subsidiary under any Ceded Reinsurance Contract, except where such default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iv) to its Knowledge, with respect to each Ceded Reinsurance Contract, (A) there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute, a default on the part of any counterparty under such Ceded Reinsurance Contract, (B) to its Knowledge as of the date hereof, no such counterparty is insolvent or the subject of a partyrehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, (C) the financial condition of any reinsurer or retrocessionaire under such Ceded Reinsurance Contract is in not impaired to the extent that a default in any material respect as to any provision thereof andthereunder is reasonably anticipated, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (D) no notice of intended cancellation has been received by its Insurance Subsidiary from any such agreement contains any provision providing that reinsurer or retrocessionaire, and (E) its Insurance Subsidiary is entitled under the other party thereto may terminate law of its domiciliary jurisdiction to take full credit in its Statutory Statements for all amounts recoverable by it pursuant to such agreement by reason Ceded Reinsurance Contract and all such amounts recoverable have been properly recorded in its books and records of account and are properly reflected in its Statutory Statements. As of the transactions contemplated by this Agreement. The Company has not received any notice to the effect that the financial condition of any other party to any such agreement is impaired with the result that a default thereunder may reasonably be anticipateddate hereof, whether or not such default may be cured by the operation of any offset clause in such agreement. The Company SAP Statements accurately reflect the extent to whichthere are no pending, pursuant to Insurance Lawsand since January 1, the Company and/or the Company Insurance Subsidiaries are entitled to take credit for reinsurance. (c) Prior 2012 to the date hereof, there have not been any, material disputes under any of the Company has delivered or made available to Parent Ceded Reinsurance Contracts. (f) Section 3.16(f) of the PRE Disclosure Letter contains a true and complete copy of all actuarial reports prepared by actuariescorrect list, independent or otherwise, with respect to the Company or any Company Insurance Subsidiary since December 31, 2000, and all attachments, addenda, supplements and modifications thereto (the “Company Actuarial Analyses”). To the knowledge as of the Companydate of this Agreement, of each intercompany Reinsurance Contract between it and any information and data furnished by the Company of its Subsidiaries or any Company Insurance Subsidiary to independent actuaries in connection with the preparation of the Company Actuarial Analyses were accurate in all material respects. Furthermore, to the knowledge of the Company, each Company Actuarial Analysis was based upon an accurate inventory of policies in force for the Company and the Company Insurance among its Subsidiaries, as the case may be, at the relevant time of preparation, was prepared using appropriate modeling procedures accurately applied and in conformity with generally accepted actuarial principles consistently applied, and the projections contained therein were properly prepared in accordance with the assumptions stated therein.

Insurance Matters. (a) Except Each of the Insurance Entities (i) is, and at all times since commencing its insurance business has been, duly registered, licensed or qualified as otherwise would notan insurance entity in each jurisdiction where the conduct of the business requires such registration, licensing or qualification, except for any failure to be so registered, licensed or qualified that, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, all policies, binders, slips, certificatesEffect and (ii) is, and other agreements of insuranceat all times has been, in effect as of the date hereof (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewith) that are issued by the Company Insurance Subsidiaries and any and all marketing materials, agents agreements, brokers agreements or managing general agents agreements are, to the extent required under applicable law, on forms approved by applicable insurance regulatory authorities or which have been filed and not objected to by such authorities within the period provided for objection, and such forms comply compliance in all material respects with all applicable Laws requiring any such registration, licensing or qualification and is not subject to any material liability or disability by reason of the failure to be so registered, licensed or qualified. Schedule 3.18(a) of the Disclosure Letter sets forth each state in which an Insurance Laws applicable thereto andEntity is licensed as a business entity insurance producer and for each state in which it is not licensed, as to premium rates established by the Company or any Company Insurance Subsidiary which are but is required to be licensed, whether a license application has been filed with or approved by insurance regulatory authorities, the rates have been so filed or approved, the premiums charged conform thereto in all material respects, and such premiums comply in all material respects with the insurance statutes, regulations and rules applicable theretodisapproved. (b) All reinsurance treaties Each of the Insurance Entities’ officers, employees and independent contractors who is required to be registered, licensed or agreementsqualified with any Governmental Entity to conduct the business of the Insurance Entities is duly and properly registered, including retrocessional agreementslicensed or qualified as such, to which and has been so registered, licensed or qualified at all times while in the Company or any Company Insurance Subsidiary is a party employ or under which contract with the Company or any Company Insurance Subsidiary has any existing rightsEntities, obligations or liabilities and such licenses are in full force and effect effect, or are in the process of being registered as such within the time periods required by applicable Law, except for such treaties or agreements as the failure to be in full force and effect as so registered, licensed or qualified would not, or would not reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Insurance Subsidiary, nor, to the knowledge of the Company, any other party to a reinsurance treaty, binder or other agreement to which the Company or any Company Insurance Subsidiary is a party, is in default in any material respect as to any provision thereof and, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no such agreement contains any provision providing that the other party thereto may terminate such agreement by reason of the transactions contemplated by this Agreement. The Company has not received any notice to the effect that the financial condition of any other party to any such agreement is impaired with the result that a default thereunder may reasonably be anticipated, whether or not such default may be cured by the operation of any offset clause in such agreement. The Company SAP Statements accurately reflect the extent to which, pursuant to Insurance Laws, the Company and/or the Company Insurance Subsidiaries are entitled to take credit for reinsurance. (c) Prior Each of the Insurance Entities has, to the date hereofextent applicable, complied with FINRA Rules 2320 and 2330 governing the Company activities of members with regard to the offer and sale of variable contracts and has delivered maintained appropriate compensation records in accordance therewith. (d) Each of the Insurance Entities has, to the extent applicable, substantially followed the guidelines set forth in FINRA Rule 2210 as it applies to its communications to the public about variable annuities, whether those communications be individualized letters, presentations, sales literature or advertisements. (e) None of the Insurance Entities has, nor has, to the Knowledge of the Companies, any Affiliate, officer, director, employee, agent or independent contractor thereof, been disciplined in any manner by any Governmental Entity for activity related to the offer or sale of insurance by the Insurance Entities, except as listed in Schedule 3.18(e) of the Disclosure Letter. (f) FLIC has filed all material reports, statements, registrations, filings or submissions required to be filed with any Insurance Regulator since January 1, 2010, and no material deficiencies have been asserted in writing by any Governmental Entity since January 1, 2010 with respect to any such reports, statements, registrations, filings and submissions that have not been cured or otherwise resolved. The Companies have made available to Parent a true LTFS true, correct and complete copy copies of all actuarial material reports, statements, registrations, filings and submissions and any supplements or amendments thereto filed since January 1, 2010 with any Governmental Entity in respect of FLIC and all financial examination reports prepared by actuaries, independent or otherwise, of all Insurance Regulators with respect to FLIC issued since January 1, 2010. FLIC is not subject to any pending or, to the Company Knowledge of the Companies, threatened financial or any Company other investigation by an Insurance Subsidiary since December 31Regulator. (g) To the extent required under Law, 2000all insurance contracts and policies issued by FLIC, and all attachmentsendorsements, addendariders, supplements applications and modifications thereto (certificates pertaining thereto, were, if required, issued on policy forms approved by and/or filed with the “Company Actuarial Analyses”)applicable Insurance Regulator. To the knowledge Knowledge of the CompanyCompanies, all benefits claimed by any information Person, and data furnished all charges and other amounts required to be paid, under any insurance policy issued by the Company or any Company Insurance Subsidiary to independent actuaries in connection with the preparation of the Company Actuarial Analyses were accurate FLIC have in all material respects. Furthermorerespects since January 1, to the knowledge of the Company, each Company Actuarial Analysis was based upon an accurate inventory of policies in force 2010 been paid (or provision for the Company and the Company Insurance Subsidiaries, as the case may be, at the relevant time of preparation, was prepared using appropriate modeling procedures accurately applied and in conformity with generally accepted actuarial principles consistently applied, and the projections contained therein were properly prepared payment thereof has been made) in accordance with the assumptions stated thereinterms of the policies or contracts under which they arose. All such payments were not materially delinquent and were paid (or will be paid) without fines or penalties, except for (i) any such claim for benefits for which FLIC reasonably believes or believed that there is a reasonable basis to contest payment and (ii) any such claim for benefits the payment of which has been denied or contested in the ordinary course of business.

Insurance Matters. (a1) Except as otherwise would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all policies, binders, slips, certificates, and other agreements of insurance, in effect as of the date hereof (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewith) that are issued by the Company Insurance Subsidiaries and any and all marketing materials, agents agreements, brokers agreements or managing general agents agreements are, to the extent required under applicable law, on forms approved by applicable insurance regulatory authorities or which have been filed and not objected to by such authorities within the period provided for objection, and such forms comply in all material respects with the Insurance Laws applicable thereto and, as to premium rates established by the Company or any Company Insurance Subsidiary which are required to be filed with or approved by insurance regulatory authorities, the rates have been so filed or approved, the premiums charged conform thereto in all material respectsthereto, and such premiums comply in all material respects with the insurance statutes, regulations and rules applicable thereto. (b2) All reinsurance treaties or agreements, including retrocessional agreements, to which the Company or any Company Insurance Subsidiary is a party or under which the Company or any Company Insurance Subsidiary has any existing rights, obligations or liabilities are in full force and effect except for such treaties or agreements the failure to be in full force and effect as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Insurance Subsidiary, nor, to the knowledge of the Company, any other party to a reinsurance treaty, binder or other agreement to which the Company or any Company Insurance Subsidiary is a party, is in default in any material respect as to any provision thereof andthereof, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no such agreement contains any provision providing that the other party thereto may terminate such agreement by reason of the transactions contemplated by this Agreement. The Company has not received any notice to the effect that the financial condition of any other party to any such agreement is impaired with the result that a default thereunder may reasonably be anticipated, whether or not such default may be cured by the operation of any offset clause in such agreement. The Company SAP Statements accurately reflect the extent to which, pursuant to Insurance Laws, the Company and/or the Company Insurance Subsidiaries are entitled to take credit for reinsurance. (c3) Prior to the date hereof, the Company has delivered or made available to Parent a true and complete copy of all actuarial reports prepared by actuaries, independent or otherwise, with respect to the Company or any Company Insurance Subsidiary since December 31, 20002007, and all attachments, addenda, supplements and modifications thereto (the “"Company Actuarial Analyses”"). To the knowledge of the Company, any information and data furnished by the Company or any Company Insurance Subsidiary to independent actuaries in connection with the preparation of the Company Actuarial Analyses were accurate in all material respects. Furthermore, to the knowledge of the Company, each Company Actuarial Analysis was based upon an accurate inventory of policies in force for the Company and the Company Insurance Subsidiaries, as the case may be, at the relevant time of preparation, was prepared using appropriate modeling procedures accurately applied and in conformity with generally accepted actuarial principles consistently applied, and the projections contained therein were properly prepared in accordance with the assumptions stated therein.

Insurance Matters. (ai) Except as otherwise would notis not reasonably likely to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement, all policies, binders, slips, certificates, and other agreements of insurance, in effect as of the date hereof (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewith) that are issued by the Company Insurance Subsidiaries (the "Company Insurance Contracts") and any and all marketing materials, agents agreements, brokers agreements or managing general agents agreements are, to the extent required under applicable lawLaw, on forms approved by applicable insurance regulatory authorities or which have been filed and not objected to by such authorities within the period provided for objection, and such forms objection (the "Forms"). The Forms comply in all material respects with the Insurance Laws applicable thereto and, as to premium rates established by the Company or any Company Insurance Subsidiary which are required to be filed with or approved by insurance regulatory authorities, the rates have been so filed or approved, approved and the premiums charged conform thereto are within the amount permitted by Insurance Laws applicable thereto, except where the failure to be so filed or approved is not, individually or in all material respectsthe aggregate, reasonably likely to have a Company Material Adverse Effect. To the knowledge of the Company, each agent, representative, distributor, broker, employee or other Person authorized to sell or administer products on behalf of any Company Insurance Subsidiary ("Agent") was duly licensed (for the type of activity and business written, sold, produced, underwritten or managed) except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, and was appointed by the Company in compliance with applicable Law and all processes and procedures used in making inquiries with respect of such premiums comply Person were undertaken in all material respects compliance with applicable Law, except as would not be reasonably likely to have, individually or in the insurance statutesaggregate, regulations a Company Material Adverse Effect. Each of the Contracts between the Company and rules applicable theretoany Agent who has sold, underwritten, or issued business for or on behalf of the Company since January 1, 2005, is valid, binding and in full force and effect in accordance with its terms, except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (bii) All reinsurance and coinsurance treaties or agreements, including retrocessional agreements, to which the Company or any Company Insurance Subsidiary is a party or under which the Company or any Company Insurance Subsidiary has any existing rights, obligations or liabilities are in full force and effect effect, except for such treaties or agreements the failure to be in full force and effect as would notof which is not reasonably likely to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither Except as is not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company nor any to consummate the transactions contemplated by this Agreement, no Company Insurance Subsidiary, noror, to the knowledge of the Company, any other party to a material reinsurance treaty, binder or other coinsurance treaty or agreement to which the Company or any Company Insurance Subsidiary is a party, is in default in any material respect as to any provision thereof andthereof, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and no such agreement contains any provision providing that the other party thereto may terminate such agreement, or that such agreement will be automatically terminated, by reason of the transactions contemplated by this Agreement. The Company has not received any notice to To the effect that knowledge of the Company, the financial condition of any the other party parties to any such agreement is impaired with the result that a default thereunder may reasonably be anticipated, whether or not such default may be cured by the operation of any offset clause in such agreement, that is, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. The All reinsurance and retrocession agreements to which any Company SAP Statements accurately reflect Insurance Subsidiary is a party, either as a cedent or a reinsurer or retrocessionaire, comply in all material respects with all risk transfer criteria under GAAP and applicable SAP, and to the extent knowledge of the Company, there is no investigation, inquiry or proceeding currently pending before or by Governmental Entity, to which, pursuant to Insurance Laws, which the Company and/or the or any Company Insurance Subsidiaries are entitled Subsidiary is subject, with respect to take credit for reinsurancethe risk transfer characteristics or the reporting or disclosure thereof, of any such reinsurance or retrocession. (ciii) Prior to the date hereof, the Company has delivered or made available to Parent a true and complete copy of all any material actuarial reports prepared by actuaries, independent or otherwise, with respect to the Company or any Company Insurance Subsidiary since December 31January 1, 20002004, and all attachments, addenda, supplements and modifications thereto (the “"Company Actuarial Analyses”"). To the knowledge of the Company, any The information and data furnished by the Company or any Company Insurance Subsidiary to independent its actuaries in connection with the preparation of the Company Actuarial Analyses were accurate in all material respects. Furthermore, to the knowledge of the Company, each Company Actuarial Analysis was based based, in all material respects, upon an accurate inventory of policies in force for the Company and the Company Insurance Subsidiaries, as the case may be, at the relevant time of preparationpreparation and conforms to the requirements of applicable Law. (iv) None of Standard & Poor's Corporation, was prepared using appropriate modeling procedures accurately applied and in conformity with generally accepted actuarial principles consistently appliedFitch Investors, and the projections contained therein were properly prepared in accordance with the assumptions stated therein.or A.

Insurance Matters. (a) Except as otherwise would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectset forth on Schedule 5.21, all policies, binders, slips, certificates, and other agreements of insurance, in effect as of the date hereof (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewith) that are insurance policy forms issued by the Company Insurance Subsidiaries and any Companies, and all marketing materialsamendments, agents agreementsapplications, brokers agreements brochures, illustrations and certificates pertaining thereto have, where required by applicable Law to have been approved or managing general agents agreements are, filed prior to the extent required under applicable lawdate hereof, on forms been filed or approved by all applicable insurance regulatory authorities Government Bodies or which have been filed with and not objected to by such authorities Government Bodies within the period provided by applicable Law for objection. Except as indicated in Schedule 5.21, and all such forms comply in all material respects with with, and have been administered in all material respects in accordance with, applicable Law. Any rates of any of the Insurance Laws applicable thereto and, as to premium rates established by the Company or any Company Insurance Subsidiary Companies which are required to be filed with or approved by insurance regulatory authorities, any Government Body prior to the rates date hereof have been so filed or approved, and the premiums charged rates used by the Insurance Companies conform thereto in all material respects, and such premiums comply in all material respects thereto. Except as set forth on Schedule 5.21, any contract or agreement to which the Company or any of the Subsidiaries is a party and which is required to be filed with or approved by any Government Body prior to the insurance statutes, regulations and rules applicable theretodate hereof has been so filed or approved. (b) All reinsurance treaties payments which are in the aggregate material under insurance contracts made by or agreements, including retrocessional agreements, to which on behalf of the Company or any Company Insurance Subsidiary is a party or under which the Company or any Company Insurance Subsidiary has any existing rights, obligations or liabilities are in full force and effect except for such treaties or agreements the failure to be in full force and effect as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Insurance Subsidiary, norof its Subsidiaries and, to the knowledge of the Company, by any other Person that is a party to a reinsurance treatyor bound by any reinsurance, binder coinsurance or other agreement similar agreement, have in all material respects been paid in accordance with the terms of the insurance contracts under which they arose, except for such exceptions for which the Company or the applicable Subsidiary believes there is a reasonable basis to contest payment. (c) Except as set forth on Schedule 5.21, all advertising, promotional and sales materials and other marketing practices used by the Company or any of its Subsidiaries and any agent of the Company or any Subsidiary have complied and are currently in compliance in all material respects with applicable Law. (d) Except as set forth on Schedule 5.21, no provision in any insurance contract in force gives a policyholder the right to receive dividends or distributions on their policies or otherwise share in the benefits, revenue or profits of the Company or any of its Subsidiaries. (e) All insurance contracts written or issued by the Company or any of its Subsidiaries have been written or issued in compliance in all material respects with the standards and procedures utilized by the Company or any of its Subsidiaries and, with respect to any such insurance contract reinsured or co-insured in whole or in part, conform to the standards and procedures required pursuant to the terms of the related reinsurance, coinsurance or other similar contract to which the Company or any Company Insurance Subsidiary of its Subsidiaries is a party, is in default in any material respect as to any provision thereof and, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no such agreement contains any provision providing that the other party thereto may terminate such agreement by reason of the transactions contemplated by this Agreement. The Company has not received any notice made available to the effect that Owners true and complete copies of the financial condition risk retention, claims settlement and other material operational policies and procedures of any other party to any such agreement is impaired with the result that a default thereunder may reasonably be anticipated, whether or not such default may be cured by the operation of any offset clause in such agreementCompany and its Subsidiaries. The Company SAP Statements accurately reflect the extent to which, pursuant to Insurance Laws, the Company and/or the Company Insurance and each of its Subsidiaries are entitled to take credit for reinsurancehave operated their respective businesses at all times in material compliance with these policies and procedures. (cf) Prior None of the Insurance Companies is subject to any restrictions imposed by any Governmental Body other than those generally applicable to similar insurance companies. (g) Since the date hereofBalance Sheet Date, except as set forth on Schedule 5.21(g), none of the Company following has delivered or made available to Parent a true and complete copy occurred: (i) There have been no material price changes in any of all actuarial reports prepared by actuaries, independent or otherwise, with respect to the Company or its Subsidiaries policies nor in any Company Insurance Subsidiary since December 31, 2000, and all attachments, addenda, supplements and modifications thereto reinsurance agreement to which they are a party; (ii) There have been no material changes in the “Company Actuarial Analyses”). To the knowledge of the Company, commission paid to any information and data furnished channel partners or general agents by the Company or any Company Insurance Subsidiary to independent actuaries in connection with the preparation of the Company Actuarial Analyses were accurate in all its Subsidiaries; (iii) There have been no material respects. Furthermore, changes to the knowledge of the Company, each Company Actuarial Analysis was based upon an accurate inventory of policies in force loss ratios for the Company and or any of its Subsidiaries; (iv) There have been no material changes to the loss reserves for the Company Insurance or any of its Subsidiaries, as ; and (v) There have been no reverses to the case may be, at balance sheet reserves for the relevant time Company or any of preparation, was prepared using appropriate modeling procedures accurately applied and in conformity with generally accepted actuarial principles consistently applied, and the projections contained therein were properly prepared in accordance with the assumptions stated thereinits Subsidiaries which are material.

Insurance Matters. (a) Except as otherwise would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all policies, binders, slips, certificates, and other agreements of insurance, in effect as of the date hereof (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewith) that are issued by the Company Insurance Subsidiaries and any and all marketing materials, agents agreements, brokers agreements or managing general agents agreements are, to the extent required under applicable law, on forms approved by applicable insurance regulatory authorities or which have been filed and not objected to by such authorities within the period provided for objection, and such forms comply in all material respects with the Insurance Laws applicable thereto and, as to premium rates established by the Company or any Company Insurance Subsidiary which are required to be filed with or approved by insurance regulatory authorities, the rates have been so filed or approved, the premiums charged conform thereto in all material respects, and such premiums comply in all material respects with the insurance statutes, regulations and rules applicable thereto. (b) All reinsurance treaties or agreements, including retrocessional agreements, to which the Company or any Company Insurance Subsidiary is a party or under which the Company or any Company Insurance Subsidiary has any existing rights, obligations or liabilities are in full force and effect except for such treaties or agreements the failure to be in full force and effect as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Insurance Subsidiary, nor, to the knowledge of the Company, any other party to a reinsurance treaty, binder or other agreement to which the Company or any Company Insurance Subsidiary is a party, is in default in any material respect as to any provision thereof and, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no such agreement contains any provision providing that the other party thereto may terminate such agreement by reason of the transactions contemplated by this Agreement. The Company has not received any notice to the effect that the financial condition of any other party to any such agreement is impaired with the result that a default thereunder may reasonably be anticipated, whether or not such default may be cured by the operation of any offset clause in such agreement. The Company SAP Statements accurately reflect the extent to which, pursuant to Insurance Laws, the Company and/or the Company Insurance Subsidiaries are entitled to take credit for reinsurance. (c) Prior to the date hereof, the Company has delivered or made available to Parent a true and complete copy of all actuarial reports prepared by actuaries, independent or otherwise, with respect to the Company or any Company Insurance Subsidiary since December 31, 2000, and all attachments, addenda, supplements and modifications thereto (the “Company Actuarial Analyses”"COMPANY ACTUARIAL ANALYSES"). To the knowledge of the Company, any information and data furnished by the Company or any Company Insurance Subsidiary to independent actuaries in connection with the preparation of the Company Actuarial Analyses were accurate in all material respects. Furthermore, to the knowledge of the Company, each Company Actuarial Analysis was based upon an accurate inventory of policies in force for the Company and the Company Insurance Subsidiaries, as the case may be, at the relevant time of preparation, was prepared using appropriate modeling procedures accurately applied and in conformity with generally accepted actuarial principles consistently applied, and the projections contained therein were properly prepared in accordance with the assumptions stated therein.

Insurance Matters. (a) The Company has heretofore provided or otherwise made available to Parent true, complete and correct copies of all material fire and casualty, general liability, business interruption, product liability and other insurance policies maintained by the Company and its Subsidiaries. All such policies are in full force and effect and no event has occurred that would give any insurance carrier a right to terminate any such policy. Neither the Company nor any of its Subsidiaries has been denied or had any policy of insurance revoked or rescinded. All such policies are adequate to insure against risks to which the Company and its properties are exposed in such amounts and subject to such terms as are commercially reasonable. (b) Except as otherwise would not, individually or in the aggregate, be reasonably be expected likely to have a Company Material Adverse Effect, all policies, binders, slips, certificates, annuity contracts and participation agreements and other agreements of insurance, whether individual or group, in effect as of the date hereof (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewith) that are issued by the Company Insurance Subsidiaries (the "Company Insurance Contracts") and any and all marketing materials, agents agreements, brokers agreements or managing general agents agreements are, to the extent required under applicable law, on forms approved by applicable insurance regulatory authorities or which have been filed and not objected to by such authorities within the period provided for objection, and such forms comply in all material respects with the Insurance Laws insurance statutes, regulations and rules applicable thereto and, as to premium rates established by the Company or any Company Insurance Subsidiary which are required to be filed with or approved by insurance regulatory authorities, the rates have been so filed or approved, the premiums charged conform thereto in all material respects, and such premiums comply in all material respects with the insurance statutes, regulations and rules applicable thereto. (bc) All reinsurance and coinsurance treaties or agreements, including retrocessional agreements, to which the Company or any Company Insurance Subsidiary is a party or under which the Company or any Company Insurance Subsidiary has any existing rights, obligations or liabilities are in full force and effect except for such treaties or agreements the failure to be in full force and effect as would not, individually or in the aggregate, aggregate are not reasonably be expected likely to have a Company Material Adverse Effect. Neither the Company nor any Company Insurance Subsidiary, nor, to the knowledge of the Responsible Executive Officers of the Company, any other party to a reinsurance treaty, binder or other coinsurance treaty or agreement to which the Company or any Company Insurance Subsidiary is a party, is in default in any material respect as to any provision thereof andthereof, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and no such agreement contains any provision providing that the other party thereto may terminate such agreement by reason of the transactions contemplated by this Agreement. The Company has not received any notice to the effect that the financial condition of any other party to any such agreement is impaired with the result that a default thereunder may reasonably be anticipated, whether or not such default may be cured by the operation of any offset clause in such agreement. The Company SAP Statements accurately reflect No insurer or reinsurer or group of affiliated insurers or reinsurers accounted for the extent direction to which, pursuant to Insurance Laws, the Company and/or and the Company Insurance Subsidiaries are entitled or the ceding by the Company and the Company Insurance Subsidiaries of insurance or reinsurance business in an aggregate amount equal to take credit two percent or more of the consolidated gross premium income of the Company and the Company Insurance Subsidiaries for reinsurancethe year ended December 31, 1998. (cd) Prior to the date hereof, the Company has delivered or made available to Parent a true and complete copy of all any actuarial reports prepared by actuaries, independent or otherwise, with respect to the Company or any Company Insurance Subsidiary since December 31, 20001995, and all attachments, addenda, supplements and modifications thereto (the “"Company Actuarial Analyses”"). To the knowledge of the Company, any The information and data furnished by the Company or any Company Insurance Subsidiary to its independent actuaries in connection with the preparation of the Company Actuarial Analyses were accurate in all material respects. Furthermore, to the knowledge of the Responsible Executive Officers of the Company, each Company Actuarial Analysis was based upon an accurate inventory of policies in force for the Company and the Company Insurance Subsidiaries, as the case may be, at the relevant time of preparation, was prepared using appropriate modeling procedures accurately applied and in conformity with generally accepted actuarial principles standards consistently applied, and the projections contained therein were properly prepared in accordance with the assumptions stated therein.

Insurance Matters. (ai) Except as otherwise would are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect, all policies, binders, slips, certificates, annuity contracts and participation agreements and other agreements of insurance, whether individual or group, in effect as of the date hereof (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewith) that are issued by the Company Insurance Subsidiaries (the "Company Insurance Contracts") and any and all marketing materials, agents agreements, brokers agreements or managing general agents agreements are, to the extent required under applicable lawLaw, on forms approved by applicable insurance regulatory authorities or which have been filed and not objected to by such authorities within the period provided for objection, and such forms comply in all material respects with the all Insurance Laws applicable thereto and, as to premium rates established by the Company or any Company Insurance Subsidiary which are required to be filed with or approved by insurance regulatory authorities, the rates have been so filed or approved, the premiums charged conform thereto in all material respects, and such premiums comply in all material respects with the insurance statutes, regulations and rules all Insurance Laws applicable thereto. (bii) All reinsurance and coinsurance treaties or agreements, including retrocessional agreements, to which the Company or any Company Insurance Subsidiary is a party or under which the Company or any Company Insurance Subsidiary has any existing rights, obligations or liabilities are in full force and effect effect, except for such treaties or agreements the failure to be in full force and effect as would of which are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. Neither the Company nor any Company Insurance Subsidiary, nor, to the knowledge of the Company, any other party to a reinsurance treaty, binder or other coinsurance treaty or agreement to which the Company or any Company Insurance Subsidiary is a party, is in default in any material respect as to any provision thereof andthereof, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and no such agreement contains any provision providing that the other party thereto may terminate such agreement by reason of the transactions contemplated by this Agreement. The Company has not received any notice to the effect that the financial condition of any other party to any such agreement is impaired with the result that a default thereunder may reasonably be anticipated, whether or not such default may be cured by the operation of any offset clause in such agreement. The Company SAP Statements accurately reflect No insurer or reinsurer or group of affiliated insurers or reinsurers accounted for the extent direction to which, pursuant to Insurance Laws, the Company and/or and the Company Insurance Subsidiaries are entitled or the ceding by the Company and the Company Insurance Subsidiaries of insurance or reinsurance business in an aggregate amount equal to take credit two percent or more of the consolidated gross premium income of the Company and the Company Insurance Subsidiaries for reinsurancethe year ended December 31, 1998. (ciii) Prior to the date hereof, the Company has delivered or made available to Parent a true and complete copy of all any actuarial reports prepared by actuaries, independent or otherwise, with respect to the Company or of any Company Insurance Subsidiary since December 31, 20001995, and all attachments, addenda, supplements and modifications thereto (the “"Company Actuarial Analyses”"). To the knowledge of the Company, any The information and data furnished by the Company or any Company Insurance Subsidiary to its independent actuaries in connection with the preparation of the Company Actuarial Analyses were accurate and complete in all material respects. Furthermore, to the knowledge of the Company, each Company Actuarial Analysis was based upon an accurate inventory of policies in force for the Company and the Company Insurance Subsidiaries, as the case may be, at the relevant time of preparation, was prepared using appropriate modeling procedures accurately applied and in conformity with generally accepted actuarial principles standards consistently applied, and the projections contained therein were properly prepared in accordance with the assumptions stated therein. (iv) None of Standard & Poor's Corporation, Moodx'x Xxxestors Service, Inc. or A.

Insurance Matters. (ai) Except as otherwise would are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect, all policies, binders, slips, certificates, annuity contracts and participation agreements and other agreements of insurance, whether individual or group, in effect as of the date hereof (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewith) that are issued by the Company Insurance Subsidiaries (the "Company Insurance Contracts") and any and all marketing materials, agents agreements, brokers agreements or managing general agents agreements are, to the extent required under applicable law, on forms approved by applicable insurance regulatory authorities or which have been filed and not objected to by such authorities within the period provided for objection, and such forms comply in all material respects with the Insurance Laws applicable thereto and, as to premium rates established by the Company or any Company Insurance Subsidiary which are required to be filed with or approved by insurance regulatory authorities, the rates have been so filed or approved, the premiums charged conform thereto in all material respects, and such premiums comply in all material respects with the insurance statutes, regulations and rules applicable thereto.the (bii) All reinsurance and coinsurance treaties or agreements, including retrocessional agreements, to which the Company or any Company Insurance Subsidiary is a party or under which the Company or any Company Insurance Subsidiary has any existing rights, obligations or liabilities are in full force and effect effect, except for such treaties or agreements the failure to be in full force and effect as would of which are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. Neither the Company nor any Company Insurance Subsidiary, nor, to the knowledge of the executive officers of the Company, any other party to a reinsurance treaty, binder or other coinsurance treaty or agreement to which the Company or any Company Insurance Subsidiary is a party, is in default in any material respect as to any provision thereof andthereof, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and no such agreement contains any provision providing that the other party thereto may terminate such agreement by reason of the transactions contemplated by this Agreement. The Company has not received any notice to the effect that the financial condition of any other party to any such agreement is impaired with the result that a default thereunder may reasonably be anticipated, whether or not such default may be cured by the operation of any offset clause in such agreement. The Company SAP Statements accurately reflect No insurer or reinsurer or group of affiliated insurers or reinsurers accounted for the extent direction to which, pursuant to Insurance Laws, the Company and/or and the Company Insurance Subsidiaries are entitled or the ceding by the Company and the Company Insurance Subsidiaries of insurance or reinsurance business in an aggregate amount equal to take credit two percent or more of the consolidated gross premium income of the Company and the Company Insurance Subsidiaries for reinsurancethe year ended December 31, 1996. (ciii) Prior to the date hereof, the Company has delivered or made available to Parent a true and complete copy of all any actuarial reports prepared by actuaries, independent or otherwise, with respect to the Company or any Company Insurance Subsidiary since December 31, 20001994, and all attachments, addenda, supplements and modifications thereto (the “"Company Actuarial Analyses”"). To the knowledge of the Company, any The information and data furnished by the Company or any Company Insurance Subsidiary to its independent actuaries in connection with the preparation of the Company Actuarial Analyses were accurate in all material respects. Furthermore, to the knowledge of the executive officers of the Company, each Company Actuarial Analysis was based upon an accurate inventory of policies in force for the Company and the Company Insurance Subsidiaries, as the case may be, at the relevant time of preparation, was prepared using appropriate modeling procedures accurately applied and in conformity with generally accepted actuarial principles standards consistently applied, and the projections contained therein were properly prepared in accordance with the assumptions stated therein. (iv) None of Standard & Poor's Corporation, Moodx'x Xxxestors Service, Inc. or A.M. Best Company has announced that it has under surveillance or review its rating of the financial strength or claims-paying ability of any Company Insurance Subsidiary and the Company has no reason to believe that any rating presently held by the Company Insurance Subsidiaries is likely to be modified, qualified, lowered or placed under such surveillance for any reason, including as a result of the transactions contemplated hereby. (v) Except as would not reasonably be expected to have a Company Material Adverse Effect, all annuity contracts and life insurance policies issued by each Company Insurance Subsidiary to an annuityholder domiciled in the United States meet all definitional or other requirements for qualification under the Code section applicable (or intended to be applicable) to such annuity contracts or life insurance policies, including, without limitation, the following: (A) each life insurance policy meets the requirements of sections 101(f), 817(h) or 7702 of the Code, as applicable; (B) no life insurance contract issued by any Company Insurance Company is a "modified endowment contract" within the meaning of section 7702A of the Code unless and to the extent that the holders of the policies have been notified of their classification; (C) each annuity contract issued, entered into or sold by any Company Insurance Subsidiary qualifies as an annuity under federal tax law; (D) each annuity contract meets the requirements of, and has been administered consistent with section 817(h) and 72 of the Code including but not limited to section 72(s) of the Code (except for those contracts specifically excluded from such requirement pursuant to section 72(s)(5) of the Code); (E) each annuity contract intended to qualify under sections 130, 403(a), 403(b) or 408(b) of the Code contains all provisions required for qualification under such sections of the Code; (F) each annuity contract marketed as, or in connection with, plans that are intended to qualify under section 401, 403, 408 or 457 of the Code complies with the requirements of such section; and (G) none of the Company Insurance Subsidiaries have entered into any agreement or are involved in any discussions or negotiations and there are no audits, examinations, investigations or other proceedings with the IRS with respect to the failure of any life insurance policy under section 7702 or 817(h) of the Code or the failure of any annuity contract to meet the requirements of section 72(s) of the Code. There are no "hold harmless" indemnification agreements respecting the tax qualification or treatment of any product or plan sold, issued, entered into or administered by the Company Insurance Subsidiaries, and there have been no claims asserted by any Person under such "hold harmless" indemnification agreements so set forth.

Insurance Matters. (ai) Except as otherwise would notis not reasonably likely to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement, all policies, binders, slips, certificates, and other agreements of insurance, in effect as of the date hereof (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewith) that are issued by the Company Insurance Subsidiaries (the “Company Insurance Contracts”) and any and all marketing materials, agents agreements, brokers agreements or managing general agents agreements are, to the extent required under applicable lawLaw, on forms approved by applicable insurance regulatory authorities or which have been filed and not objected to by such authorities within the period provided for objection, and such forms objection (the “Forms”). The Forms comply in all material respects with the Insurance Laws applicable thereto and, as to premium rates established by the Company or any Company Insurance Subsidiary which are required to be filed with or approved by insurance regulatory authorities, the rates have been so filed or approved, approved and the premiums charged conform thereto are within the amount permitted by Insurance Laws applicable thereto, except where the failure to be so filed or approved is not, individually or in all material respectsthe aggregate, reasonably likely to have a Company Material Adverse Effect. To the knowledge of the Company, each agent, representative, distributor, broker, employee or other Person authorized to sell or administer products on behalf of any Company Insurance Subsidiary (“Agent”) was duly licensed (for the type of activity and business written, sold, produced, underwritten or managed) except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, and was appointed by the Company in compliance with applicable Law and all processes and procedures used in making inquiries with respect of such premiums comply Person were undertaken in all material respects compliance with applicable Law, except as would not be reasonably likely to have, individually or in the insurance statutesaggregate, regulations a Company Material Adverse Effect. Each of the Contracts between the Company and rules applicable theretoany Agent who has sold, underwritten, or issued business for or on behalf of the Company since January 1, 2005, is valid, binding and in full force and effect in accordance with its terms, except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (bii) All reinsurance and coinsurance treaties or agreements, including retrocessional agreements, to which the Company or any Company Insurance Subsidiary is a party or under which the Company or any Company Insurance Subsidiary has any existing rights, obligations or liabilities are in full force and effect effect, except for such treaties or agreements the failure to be in full force and effect as would notof which is not reasonably likely to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither Except as is not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company nor any to consummate the transactions contemplated by this Agreement, no Company Insurance Subsidiary, noror, to the knowledge of the Company, any other party to a material reinsurance treaty, binder or other coinsurance treaty or agreement to which the Company or any Company Insurance Subsidiary is a party, is in default in any material respect as to any provision thereof andthereof, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and no such agreement contains any provision providing that the other party thereto may terminate such agreement, or that such agreement will be automatically terminated, by reason of the transactions contemplated by this Agreement. The Company has not received any notice to To the effect that knowledge of the Company, the financial condition of any the other party parties to any such agreement is impaired with the result that a default thereunder may reasonably be anticipated, whether or not such default may be cured by the operation of any offset clause in such agreement, that is, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. The All reinsurance and retrocession agreements to which any Company SAP Statements accurately reflect Insurance Subsidiary is a party, either as a cedent or a reinsurer or retrocessionaire, comply in all material respects with all risk transfer criteria under GAAP and applicable SAP, and to the extent knowledge of the Company, there is no investigation, inquiry or proceeding currently pending before or by Governmental Entity, to which, pursuant to Insurance Laws, which the Company and/or the or any Company Insurance Subsidiaries are entitled Subsidiary is subject, with respect to take credit for reinsurancethe risk transfer characteristics or the reporting or disclosure thereof, of any such reinsurance or retrocession. (ciii) Prior to the date hereof, the Company has delivered or made available to Parent a true and complete copy of all any material actuarial reports prepared by actuaries, independent or otherwise, with respect to the Company or any Company Insurance Subsidiary since December 31January 1, 20002004, and all attachments, addenda, supplements and modifications thereto (the “Company Actuarial Analyses”). To the knowledge of the Company, any The information and data furnished by the Company or any Company Insurance Subsidiary to independent its actuaries in connection with the preparation of the Company Actuarial Analyses were accurate in all material respects. Furthermore, to the knowledge of the Company, each Company Actuarial Analysis was based based, in all material respects, upon an accurate inventory of policies in force for the Company and the Company Insurance Subsidiaries, as the case may be, at the relevant time of preparationpreparation and conforms to the requirements of applicable Law. (iv) None of Standard & Poor’s Corporation, was prepared using appropriate modeling procedures accurately applied and in conformity Fitch Investors, or A.M. Best Company has announced that it has under surveillance or review (with generally accepted actuarial principles consistently appliednegative implications) its rating of the financial strength or claims-paying ability of any Company Insurance Subsidiary or imposed conditions (financial or otherwise) on retaining any currently held rating assigned to any Company Insurance Subsidiary which is rated as of the date of this Agreement, and the projections contained therein Company has no reason (other than the entry into the Agreement and the transactions contemplated hereby) to believe that any rating presently held by the Company Insurance Subsidiaries is likely to be modified, qualified, lowered or placed under such surveillance for any reason. (v) The Company and the Company Insurance Subsidiaries have filed all reports, statements, documents, registrations, filings or submissions (including without limitation any sales material) required to be filed with any Governmental Entity since the Applicable Date in the manner prescribed by applicable Laws, except for any such non-compliance or failure to make any such filing or filings which is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. All such reports, registrations, filings and submissions were properly prepared in accordance compliance in all material respects with Law when filed or as amended or supplemented, and no deficiencies have been asserted in writing by any such Governmental Entity with respect to such reports, registrations, filings or submissions that have not been remedied, except for any non-compliance or deficiencies which are not, individually or in the assumptions stated thereinaggregate, reasonably likely to have a Company Material Adverse Effect.

Insurance Matters. (a) Except as otherwise would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all policies, binders, slips, certificates, and participation agreements and other agreements of insurance, whether individual or group, in effect as of the date hereof (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewith) that are issued by the Company Insurance Subsidiaries and any and all marketing materials(the "Insurance Contracts"), agents agreements, brokers agreements or managing general agents agreements are, to the extent required under applicable law, on forms approved by applicable insurance regulatory authorities or which have been filed and not objected to by such authorities within the period provided for objection, and such forms comply in all material respects with the Insurance Laws insurance statutes, regulations and rules applicable thereto and, as to premium rates established by the Company or any Company Insurance Subsidiary which are required to be filed with or approved by insurance regulatory authorities, the rates have been so filed or approved, the premiums charged conform thereto in all material respects, and such premiums comply in all material respects with the insurance statutes, regulations and rules applicable thereto. (b) All reinsurance and coinsurance treaties or agreements, including retrocessional agreements, to which the Company or any Company Insurance Subsidiary is a party or under which the Company or any Company Insurance Subsidiary has any existing rights, obligations or liabilities are in full force and effect except for such treaties or agreements for which the failure to be in full force and effect as would noteffect, individually or in the aggregate, reasonably be expected to would not have a Company Material Adverse Effect. Neither the Company nor any Company Insurance Subsidiary, nor, to the knowledge of the Company, any other party to a reinsurance treaty, binder or other coinsurance treaty or agreement to which the Company or any Company Insurance Subsidiary is a party, is in default in any material respect as to any provision thereof and, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no such agreement contains any provision providing that the other party thereto may terminate such agreement by reason of the transactions contemplated by this Agreement. The Company has not received any notice to the effect that the financial condition of any other party to any such agreement is impaired with the result that a default thereunder may reasonably be anticipated, whether or not such default may be cured by the operation of any offset clause in such agreement. The Company SAP Statements accurately reflect the extent to which, pursuant to Insurance Laws, the Company and/or the Company Insurance Subsidiaries are entitled to take credit for reinsurancethereof. (c) Prior to The reserves carried on the date hereof, the Company has delivered or made available to Parent a true and complete copy of all actuarial reports prepared by actuaries, independent or otherwise, with respect to the Company or any Company Insurance Subsidiary since December 31, 2000, and all attachments, addenda, supplements and modifications thereto (the “Company Actuarial Analyses”). To the knowledge of the Company, any information and data furnished by the Company or any Company Insurance Subsidiary to independent actuaries in connection with the preparation financial statements of the Company Actuarial Analyses were accurate and each Insurance Subsidiary for future insurance policy benefits, losses, claims and similar purposes were, as of the respective dates of such financial statements, in compliance in all material respectsrespects with the requirements for reserves established by the insurance departments of the state of domicile of such entity, were determined in all material respects in accordance with generally accepted actuarial standards and principles consistently applied, and were fairly stated in all material respects in accordance with sound actuarial and statutory accounting principles. FurthermoreThe admitted assets of the Company and each Insurance Subsidiary as determined under applicable laws are in an amount at least equal to the minimum amounts required by applicable laws. (d) Except for regular periodic assessments in the ordinary course of business or assessments based on developments that are publicly known within the insurance industry, no claim or assessment is pending or, to the knowledge of the Company, each Company Actuarial Analysis was based upon an accurate inventory of policies in force for threatened against the Company and the Company or any Insurance Subsidiaries, as the case may be, at the relevant time of preparation, was prepared using appropriate modeling procedures accurately applied and Subsidiary that is peculiar or unique to such entity by any state insurance guaranty associations in conformity connection with generally accepted actuarial principles consistently applied, and the projections contained therein were properly prepared in accordance with the assumptions stated thereinsuch association's fund relating to insolvent insurers.

Insurance Matters. (a) Except as otherwise would notOther than the Insurance Subsidiaries, individually no Acquired Company has issued any Insurance Contracts. All in-force insurance issued, underwritten or assumed by reinsurance by any Insurance Subsidiary consists of life insurance marketed in the aggregateconnection with funeral plans or final expense planning or fixed or variable annuities. All policy and contract forms on which an Insurance Subsidiary has issued Insurance Contracts and all amendments, reasonably be expected to have a Company Material Adverse Effect, all policies, binders, slips, certificates, and other agreements of insurance, in effect as of the date hereof (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewith) that are issued by the Company Insurance Subsidiaries and any and all marketing materials, agents agreementsbrochures, brokers agreements or managing general agents agreements areillustrations and certificates pertaining thereto, and all rates applicable thereto, have, to the extent required under by applicable lawLaw, on forms been approved by all applicable insurance regulatory authorities Governmental Authorities or which have been filed with and not objected to by such authorities Governmental Authorities within the period provided by applicable Law for objection. All Insurance Contracts and all such policy and contract forms, amendments, applications, marketing materials, brochures, illustrations and such forms certificates comply in all material respects with the Insurance Laws applicable thereto andwith, as to premium rates established by the Company or any Company Insurance Subsidiary which are required to be filed with or approved by insurance regulatory authorities, the rates and have been so filed or approved, the premiums charged conform thereto administered in all material respectsrespects in accordance with, applicable Law. (b) As of the date hereof, to the Knowledge of Seller, no Insurance Subsidiary is subject to any pending financial, market conduct or other examination, investigation or material inquiry by an Insurance Regulator. Since January 1, 2019, no material deficiencies or violations with respect to an Insurance Subsidiary have been asserted in writing by any Insurance Regulator or other Governmental Authority, other than any deficiency or violation which has been cured or otherwise resolved to the satisfaction of the Insurance Regulator that noted such deficiency or violation. (c) All benefits claimed by, or paid, payable, or credited to, any Person under any Insurance Contract since January 1, 2019 have in all material respects been paid or credited (or provision as required under GAAP and SAP for payment thereof has been made) in accordance with the terms of the applicable Insurance Contract, and such premiums comply payments, credits or provisions were not materially delinquent and were paid or credited (or will be paid or credited) without fines or penalties (excluding interest), except for any such claim for benefits for which the applicable Insurance Subsidiary reasonably believes there is a reasonable basis to contest payment. (d) Each Insurance Contract has been issued in compliance with and in accordance with the material underwriting standards and guidelines of the applicable Insurance Subsidiary in effect at the time such Insurance Contract was issued. Each Insurance Subsidiary has marketed, sold and issued the Insurance Contracts in compliance in all material respects with the insurance statutes, regulations and rules applicable thereto. (b) All reinsurance treaties or agreementsLaw, including retrocessional agreements(i) all applicable requirements and prohibitions relating to suitability of sales and replacement of life insurance policies and annuity products, (ii) all applicable requirements relating to which the Company disclosure of the nature of insurance products as policies of insurance, (iii) all applicable legal requirements relating to federal, state, provincial, and territorial securities laws, (iv) all applicable requirements relating to insurance product projections and illustrations and (v) all applicable requirements relating to the advertising, sales and marketing of insurance and annuity products and guaranteed investment contracts. To the Knowledge of Seller, all Funeral Providers that offer preneed or any Company Insurance Subsidiary is a party final expense insurance products issued by, or under which that otherwise provide services to or on behalf of, the Company or any Company Insurance Subsidiary has any existing rightsAcquired Companies (x) are, obligations or liabilities are and at all times since January 1, 2019 have been, in compliance with all applicable insurance Law and (y) have, and at all times since January 1, 2019 have had, all insurance licenses and other Permits required to conduct business with the Acquired Companies, and all such licenses and Permits are, and at all times since January 1, 2019 when so required have been, in full force and effect except for such treaties or agreements the failure to be in full force and effect as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effecteffect. Neither the Company nor any Company Insurance Subsidiary, nor, to the knowledge None of the Company, Acquired Companies has any other party to a reinsurance treaty, binder compensation plans or other agreement to which the Company or programs within any Company Insurance Subsidiary is a party, is in default in any material respect as to any provision thereof and, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no such agreement contains any provision providing that the other party thereto may terminate such agreement by reason of the transactions contemplated by this Agreement. The Company has not received any notice to the effect that the financial condition of any other party to any such agreement is impaired with the result that a default thereunder may reasonably be anticipated, whether or not such default may be cured by the operation of any offset clause in such agreement. The Company SAP Statements accurately reflect the extent to which, pursuant to Insurance Laws, the Company and/or the Company Insurance Subsidiaries are entitled to take credit for reinsurance. (c) Prior to the date hereof, the Company has delivered or made available to Parent a true and complete copy of all actuarial reports prepared by actuaries, independent or otherwise, with respect to the Company or any Company Insurance Subsidiary since December 31, 2000, and all attachments, addenda, supplements and modifications thereto (the “Company Actuarial Analyses”). To the knowledge of the Company, any information and data furnished by the Company or any Company Insurance Subsidiary to independent actuaries in connection with the preparation of the Company Actuarial Analyses were accurate in all material respects. Furthermore, to the knowledge of the Company, each Company Actuarial Analysis was based upon an accurate inventory of policies in force Contract for the Company and payment of compensation to Funeral Providers other than any amount payable under an Insurance Contract upon the Company Insurance Subsidiaries, as the case may be, at the relevant time occurrence of preparation, was prepared using appropriate modeling procedures accurately applied and in conformity with generally accepted actuarial principles consistently applied, and the projections contained therein were properly prepared a claim payable in accordance with the assumptions stated terms therein. Seller has made available the standard forms of contracts that govern the basic relationship between an Acquired Company and any Funeral Provider. (e) None of the businesses currently engaged in or undertaken by, or previously conducted by, FamilySide, ALOC Holdings, or APRP require it to hold any license or other form of authorization issued by an Insurance Regulator.

Insurance Matters. (a) Except as otherwise would notThe Company and its Subsidiaries are each in compliance in all material respects with the requirements of all Insurance Acts and have filed all material reports, individually documents or other information required to be filed thereunder; and neither the Company nor any of its Subsidiaries has received any notification from any insurance regulatory authority, commission or other insurance regulatory body in the United States or elsewhere to the effect that the Company or any of its Subsidiaries is not in compliance in any material respect with the Insurance Acts. (b) Neither the Company nor any of its Subsidiaries has made any change in its insurance reserving practices, either on a gross or net of reinsurance basis, since December 31, 2000, that would, singly or in the aggregate, reasonably be expected to have (i) a Company Material Adverse Effect, all policies, binders, slips, certificates, and other agreements Effect or (ii) a material adverse effect on the ability of insurance, in effect as any of the date hereof Insurance Subsidiaries to pay dividends or the amount thereof. (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewithc) that are All insurance policies issued by the Company and each Insurance Subsidiaries and any and all marketing materialsSubsidiary, agents agreementsas now in force, brokers agreements or managing general agents agreements are, to the extent required under applicable law, on forms approved by in a form acceptable to applicable insurance regulatory authorities or which have been filed and not objected to by such authorities within the period provided for objectionobjection other than any failure to be in such form or to have been so filed as would not, singly or in the aggregate, have a Material Adverse Effect. All premium rates, rating plans and such policy forms comply in all material respects with the Insurance Laws applicable thereto and, as to premium rates established or used by the Company or any Company Insurance Subsidiary which that are required to be filed with or approved by insurance regulatory authorities, the rates authorities have been so filed or approved, the premiums charged conform thereto in all material respects, respects to the premiums so filed or approved and such premiums comply in all material respects with the insurance statuteslaws applicable thereto and no such premiums are subject to any review or investigation by any insurance regulatory authority other than any failure to be so filed or approved or to so comply or any review or investigation as would not, regulations and rules applicable theretosingly or in the aggregate, have a Material Adverse Effect. (bd) Except as specifically set forth on Schedule 3.19(d), no loss experience has developed, within any individual lines of business or on an aggregate basis for all lines, that would require or make it appropriate for the Company or any of its Subsidiaries to alter or modify its reserving methodology or assumptions since December 31, 2000. (e) All material reinsurance treaties or agreementstreaties, including retrocessional agreementscontracts, agreements and arrangements ("Reinsurance Arrangements") to which the Company or any Company Insurance Subsidiary of its Subsidiaries is a party or under which the Company or any Company Insurance Subsidiary has any existing rights, obligations or liabilities are in full force and effect and are valid and binding in accordance with their terms on the insurance company party thereto. The Company believes that, except for such treaties as disclosed in its periodic reports filed with the U.S. Securities and Exchange Commission under the Exchange Act prior to the date hereof or agreements as disclosed on Schedule 3.19(e), all amounts recoverable by the failure Company or any of its Subsidiaries pursuant to be any Reinsurance Arrangement are fully collectible in full force due course. Except as disclosed in its periodic reports filed with the U.S. Securities and effect as would notExchange Commission under the Exchange Act prior to the date hereof, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither neither the Company nor any Company Insurance Subsidiary, nor, to the knowledge of the Company, its Subsidiaries nor any other party to a reinsurance treaty, binder or other agreement to which the Company or any Company Insurance Subsidiary is a party, thereto is in default in any material respect as to any provision thereof and, except as would not, individually or in the aggregate, reasonably be expected Reinsurance Arrangement and there is no reason to have a Company Material Adverse Effect, no such agreement contains any provision providing that the other party thereto may terminate such agreement by reason of the transactions contemplated by this Agreement. The Company has not received any notice to the effect believe that the financial condition of any such other party to any such agreement is impaired with to the result extent that a default thereunder may reasonably be anticipated, whether or not . None of the Reinsurance Arrangements contains any provision that may permit the other party thereto to terminate such default may be cured Reinsurance Arrangement by reason of the transactions contemplated by the operation of any offset clause in such agreement. The Company SAP Statements accurately reflect the extent to which, pursuant to Insurance Laws, the Company and/or the Company Insurance Subsidiaries are entitled to take credit for reinsuranceTransaction Documents. (cf) Prior The only Permits required under the Insurance Acts for the consummation of the transactions contemplated by this Agreement or the Transaction Documents are those listed on Schedule 3.19(f). (g) All material filings required under any Insurance Act to the date hereof, have been made with state insurance regulatory authorities by the Company and its Subsidiaries have been duly and timely made, and when filed were in compliance in all material respects with the requirements of each such Insurance Act. (h) No Insurance Department has delivered taken, or made available stated (orally or in writing) that it intends to Parent a true and complete copy take or that it may take, any action to seize control of all actuarial reports prepared by actuaries, independent or otherwise, with respect to the Company or any Company Insurance Subsidiary since December 31of its Subsidiaries through rehabilitation, 2000liquidation or otherwise, and all attachmentshas not otherwise precluded, addendaor stated (orally or in writing) that it intends to preclude or may preclude, supplements and modifications thereto (the “Company Actuarial Analyses”). To the knowledge of the Company, any information and data furnished by the Company or any Company Insurance Subsidiary to independent actuaries in connection with the preparation of the Company Actuarial Analyses were accurate in all material respects. Furthermore, to the knowledge of the Company, each Company Actuarial Analysis was based upon an accurate inventory of policies in force for the Company and the Company Insurance Subsidiaries, as the case may be, at the relevant time of preparation, was prepared using appropriate modeling procedures accurately applied and in conformity with generally accepted actuarial principles consistently applied, and the projections contained therein were properly prepared in accordance with the assumptions stated thereinSubsidiaries from writing.

Insurance Matters. (ai) Except as otherwise would are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect, all policies, binders, slips, certificates, annuity contracts, participation agreements and agents, brokers, managing general agents agreements and other agreements of insurance, in effect as of the date hereof whether individual or group, (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewith) that are or have been issued by the Company Insurance Subsidiaries (the "Company Insurance Contracts") and any and all marketing materials, agents agreementsare, brokers agreements or managing general agents agreements areand have been, to the extent required under applicable lawLaw, on forms approved by applicable insurance regulatory authorities or which have been filed and not objected to by such authorities within the period provided for objection, and such forms comply in all material respects with the Insurance Laws insurance statutes, regulations and rules applicable thereto and, as to premium rates established by the Company or any Company Insurance Subsidiary which are required to be filed with or approved by insurance regulatory authorities, the rates have been so filed or approved, the premiums charged conform thereto in all material respects, and such premiums comply in all material respects with the insurance statutes, regulations and rules applicable thereto. (bii) All reinsurance and coinsurance treaties or agreements, including retrocessional agreements, to which the Company or any Company Insurance Subsidiary is a party or under which the Company or any Company Insurance Subsidiary has any existing rights, obligations or liabilities are in full force and effect effect, except for such treaties or agreements the failure to be in full force and effect as would of which are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. Neither the Company nor any Company Insurance Subsidiary, nor, to the knowledge Knowledge of the Company, any other party to a reinsurance treaty, or coinsurance treaty or binder or other agreement to which the Company or any Company Insurance Subsidiary is a party, is in default in any material respect as to any provision thereof andthereof, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and no such agreement contains any provision providing that the other party thereto may terminate such agreement by reason of the transactions contemplated by this Agreement. The Company has not received any notice to the effect that the financial condition of any other party to any such agreement is impaired with the result that a default thereunder may reasonably be anticipated, whether or not such default may be cured by the operation of any offset clause in such agreement. No broker, insurer or reinsurer or group of affiliated insurers or reinsurers accounted for the direction to the Company and the Company Insurance Subsidiaries or the ceding by the Company and the Company Insurance Subsidiaries of insurance or reinsurance business in an aggregate amount equal to two percent or more of the consolidated gross premium income of the Company and the Company Insurance Subsidiaries for the year ended December 31, 1998. The Company SAP Statements accurately reflect the extent to which, pursuant to Insurance Laws, the Company and/or the Company Insurance Subsidiaries are entitled to take credit for reinsurance. (ciii) Prior to the date hereof, the Company has delivered or made available provided to Parent a true and complete copy of all actuarial reports prepared by actuaries, independent or otherwise, with respect to the Company or any Company Insurance Subsidiary since December 31, 20001996, and all attachments, addenda, supplements and modifications thereto (the “"Company Actuarial Analyses”"). To the knowledge of the Company, any The information and data furnished by the Company or any Company Insurance Subsidiary to its independent actuaries in connection with the preparation of the Company Actuarial Analyses were accurate in all material respects. Furthermore, to the knowledge of the Company, each Each Company Actuarial Analysis was based upon an accurate inventory of policies in force for the Company and the Company Insurance Subsidiaries, as the case may be, at the relevant time of preparation, was prepared using appropriate modeling procedures accurately applied and in conformity with generally accepted actuarial principles standards consistently applied, and the projections contained therein were properly prepared in accordance with the assumptions stated therein. (iv) Except as set forth in Section 5.1(r)(iv) of the Company Disclosure Letter, none of Standard & Poor's Corporation, Xxxxx'x Investors Service, Inc. or A.

Insurance Matters. (ai) Except as otherwise would are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect, all policies, binders, slips, certificates, annuity contracts and participation agreements and other agreements of insurance, whether individual or group, in effect as of the date hereof (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewith) that are issued by the Company Insurance Subsidiaries (the "Company Insurance Contracts") and any and all marketing materials, agents agreements, brokers agreements or managing general agents agreements are, to the extent required under applicable law, on forms approved by applicable insurance regulatory authorities or which have been filed and not objected to by such authorities within the period provided for objection, and such forms comply in all material respects with the Insurance Laws insurance statutes, regulations and rules applicable thereto and, as to premium rates -29- 36 established by the Company or any Company Insurance Subsidiary which are required to be filed with or approved by insurance regulatory authorities, the rates have been so filed or approved, the premiums charged conform thereto in all material respects, and such premiums comply in all material respects with the insurance statutes, regulations and rules applicable thereto. (bii) All reinsurance and coinsurance treaties or agreements, including retrocessional agreements, to which the Company or any Company Insurance Subsidiary is a party or under which the Company or any Company Insurance Subsidiary has any existing rights, obligations or liabilities are in full force and effect effect, except for such treaties or agreements the failure to be in full force and effect as would of which are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. Neither the Company nor any Company Insurance Subsidiary, nor, to the knowledge of the executive officers of the Company, any other party to a reinsurance treaty, binder or other coinsurance treaty or agreement to which the Company or any Company Insurance Subsidiary is a party, is in default in any material respect as to any provision thereof andthereof, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and no such agreement contains any provision providing that the other party thereto may terminate such agreement by reason of the transactions contemplated by this Agreement. The Company has not received any notice to the effect that the financial condition of any other party to any such agreement is impaired with the result that a default thereunder may reasonably be anticipated, whether or not such default may be cured by the operation of any offset clause in such agreement. The Company SAP Statements accurately reflect No insurer or reinsurer or group of affiliated insurers or reinsurers accounted for the extent direction to which, pursuant to Insurance Laws, the Company and/or and the Company Insurance Subsidiaries are entitled or the ceding by the Company and the Company Insurance Subsidiaries of insurance or reinsurance business in an aggregate amount equal to take credit two percent or more of the consolidated gross premium income of the Company and the Company Insurance Subsidiaries for reinsurancethe year ended December 31, 1996. (ciii) Prior to the date hereof, the Company has delivered or made available to Parent a true and complete copy of all any actuarial reports prepared by actuaries, independent or otherwise, with respect to the Company or any Company Insurance Subsidiary since December 31, 20001994, and all attachments, addenda, supplements and modifications thereto (the “"Company Actuarial Analyses”"). To the knowledge of the Company, any The information and data furnished by the Company or any Company Insurance Subsidiary to its independent actuaries in connection with the preparation of the Company Actuarial Analyses were accurate in all material respects. Furthermore, to the knowledge of the executive officers of the Company, each Company Actuarial Analysis was based upon an accurate inventory of policies in force for the Company and the Company Insurance Subsidiaries, as the case may be, at the relevant time of preparation, was prepared using appropriate modeling procedures accurately applied and in conformity with generally accepted actuarial principles standards consistently applied, and the projections contained therein were properly prepared in accordance with the assumptions stated therein. (iv) None of Standard & Poor's Corporation, Moodx'x Xxxestors Service, Inc. or A.