Common use of Insurance Practices; Permits and Insurance Licenses Clause in Contracts

Insurance Practices; Permits and Insurance Licenses. (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, 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 and any and all marketing materials, are, to the extent required under Applicable Law, on forms approved by applicable insurance regulatory authorities which have been filed and not objected to by such authorities within the period provided for objection (the “Company Forms”). Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company Forms comply with the 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 and such premiums comply with the insurance statutes, regulations and rules applicable thereto. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the business of the Company and each of the Company Insurance Subsidiaries is being conducted in compliance with all Applicable Law including all insurance and securities laws, ordinances, rules, regulations, decrees and orders of any Governmental Entity, and all material notices, reports, documents and other information required to be filed thereunder within the last three years were properly filed and were in compliance with all such Applicable Law. (c) The Company and each of the Company Insurance Subsidiaries have all permits and insurance licenses the use and exercise of which are necessary for the conduct of their respective business as now conducted, other than such permits and insurance licenses the absence of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The business of the Company and each of the Company Insurance Subsidiaries has been and is being conducted in compliance, in all material respects, with all such permits and insurance licenses. All such permits and insurance licenses are in full force and effect, and there is no proceeding or investigation pending or, to the Best Knowledge of the Company, threatened which individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. (d) Except where failure to do so would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect, each Company Insurance Subsidiary has marketed, sold and issued insurance products in compliance with all Applicable Laws and all applicable orders and directives of all insurance and securities regulatory authorities, and all market conduct recommendations resulting from market conduct or other examinations of insurance or securities regulatory authorities in the respective jurisdictions in which such products have been sold, including, without limitation, in compliance with all Applicable Laws relating to (i) the disclosure of the nature of insurance products as policies of insurance, (ii) insurance product projections, (iii) the underwriting, marketing, sale and issuance of, or refusal to sell, any insurance product to insureds or potential insureds of any race, color, creed or national origin; and (iv) ”replacement” or anti-churning restrictions. (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) each separate account maintained by a Company Insurance Subsidiary (a “Separate Account”) is duly and validly established and maintained under the laws of its state of formation and is either exempt from registration under the Investment Company Act or is duly registered as an investment company under the Investment Company Act, and (ii) each such Separate Account is operated and all of its operations conducted, and each contract issued by a Company Insurance Subsidiary under which Separate Account assets are held has been duly and validly issued, offered and sold, in compliance with all Applicable Laws. (f) Each Separate Account that is required to register as an investment company under the Investment Company Act (“Registered Separate Account”) is so registered. The Registered Separate Accounts are and have been operated in compliance with the Investment Company Act in all material respects and the applicable Company Insurance Subsidiary has filed all reports and amendments to its registration statement required to be filed, and has been granted all exemptive relief necessary for the operation of the Registered Separate Accounts, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Insurance Practices; Permits and Insurance Licenses. (a) Except as otherwise would not, not individually or in the aggregate, aggregate have or be reasonably be expected likely to have a Company result in an EML 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 or have been issued by EML (the Company “EML Insurance Subsidiaries Contracts”) and any and all marketing materials, are, to the extent required under Applicable Lawapplicable law, on forms approved by applicable insurance regulatory authorities which have been filed and not objected to by such authorities within the period provided for objection (the “Company Forms”). Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company The Forms comply in all material respects with the insurance statutes, regulations and rules applicable thereto and, as to premium rates established by the Company or any Company Insurance Subsidiary which EML that 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) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the The business of EML and the Company and each of the Company Insurance EML Subsidiaries is being conducted in compliance in all material respects with all Applicable Law Laws including all insurance and securities laws, ordinances, rules, regulations, decrees and orders of any Governmental Government Entity, and all material notices, reports, documents and other information required to be filed thereunder within the last three years were properly filed and were in compliance in all material respects with all such Applicable Lawlaws, except where failure to have so filed or to be in such compliance would not, individually or in the aggregate, have or be reasonably likely to result in an EML Material Adverse Effect. (c) The Company EML and each of the Company EML Insurance Subsidiaries have all permits and insurance licenses the use and exercise of which are necessary for the conduct of their respective business businesses as now conducted, other than such permits and insurance licenses the absence of which would not, individually or in the aggregate, have or are reasonably be expected likely to have a Company result in an EML Material Adverse Effect. The business of EML and the Company and each of the Company EML Insurance Subsidiaries has been and is being conducted in compliance, in all material respects, with all such permits and insurance licenses. All such permits and insurance licenses are in full force and effect, and there is no proceeding or investigation pending or, to the Best Knowledge of the CompanyEML, investigation pending or threatened which individually or in the aggregate, that would reasonably be expected to have a Company Material Adverse Effectlead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any such permit or insurance license. Neither EML nor any EML Subsidiary has issued any surplus note or similar instrument. (d) Except as set fourth in Section 3.13(d) of the EML Disclosure Schedule, all insurance policies issued by EML or the EML Insurance Subsidiaries as now in force are, to the extent required under applicable law, on forms approved by applicable insurance regulatory authorities or that have been filed and not objected to by such authorities within the period provided for objection. Any premium rates required to be filed with or approved by insurance regulatory authorities have been so filed with or approved and the premiums charged by EML or EML Insurance Subsidiaries conform thereto. (e) Except where failure to do so would not, not individually or in the aggregate, have or aggregate be reasonably be expected likely to have a Company result in an EML Material Adverse Effect, each Company EML and the EML Insurance Subsidiary has Subsidiaries have marketed, sold and issued insurance products in compliance with all Applicable Laws and Laws, all applicable orders and directives of all insurance and securities regulatory authorities, and all market conduct recommendations resulting from market conduct or other examinations of insurance or securities regulatory authorities in the respective jurisdictions in which such products have been sold, Pennsylvania including, without limitation, in compliance with all Applicable Laws relating to (i) the disclosure of the nature of insurance products as policies of insurance, (ii) insurance product projections, (iii) the underwriting, marketing, sale and issuance of, or refusal to sell, any insurance product to insureds or potential insureds of any race, color, creed or national origin; and (iv) ”replacement” or anti-churning restrictions. (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) each separate account maintained by a Company Insurance Subsidiary (a “Separate Account”) is duly and validly established and maintained under the laws of its state of formation and is either exempt from registration under the Investment Company Act or is duly registered as an investment company under the Investment Company Act, and (ii) each such Separate Account is operated and all of its operations conducted, and each contract issued by a Company Insurance Subsidiary under which Separate Account assets are held has been duly and validly issued, offered and sold, in compliance with all Applicable Laws. (f) Each Separate Account that is required to register as an investment company under the Investment Company Act (“Registered Separate Account”) is so registered. The Registered Separate Accounts are and have been operated in compliance with the Investment Company Act in all material respects and the applicable Company Insurance Subsidiary has filed all reports and amendments to its registration statement required to be filed, and has been granted all exemptive relief necessary for the operation of the Registered Separate Accounts, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Insurance Practices; Permits and Insurance Licenses. (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, 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 and any and all marketing materials, are, to the extent required under Applicable Law, on forms approved by applicable insurance regulatory authorities which have been filed and not objected to by such authorities within the period provided for objection (the “"Company Forms”"). Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company Forms comply with the 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 and such premiums comply with the insurance statutes, regulations and rules applicable thereto. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the business of the Company and each of the Company Insurance Subsidiaries is being conducted in compliance with all Applicable Law including all insurance and securities laws, ordinances, rules, regulations, decrees and orders of any Governmental Entity, and all material notices, reports, documents and other information required to be filed thereunder within the last three years were properly filed and were in compliance with all such Applicable Law. (c) The Company and each of the Company Insurance Subsidiaries have all permits and insurance licenses the use and exercise of which are necessary for the conduct of their respective business as now conducted, other than such permits and insurance licenses the absence of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The business of the Company and each of the Company Insurance Subsidiaries has been and is being conducted in compliance, in all material respects, with all such permits and insurance licenses. All such permits and insurance licenses are in full force and effect, and there is no proceeding or investigation pending or, to the Best Knowledge of the Company, threatened which individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. (d) Except where failure to do so would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect, each Company Insurance Subsidiary has marketed, sold and issued insurance products in compliance with all Applicable Laws and all applicable orders and directives of all insurance and securities regulatory authorities, and all market conduct recommendations resulting from market conduct or other examinations of insurance or securities regulatory authorities in the respective jurisdictions in which such products have been sold, including, without limitation, in compliance with all Applicable Laws relating to (i) the disclosure of the nature of insurance products as policies of insurance, (ii) insurance product projections, (iii) the underwriting, marketing, sale and issuance of, or refusal to sell, any insurance product to insureds or potential insureds of any race, color, creed or national origin; and (iv) ”"replacement” " or anti-churning restrictions. (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) each separate account maintained by a Company Insurance Subsidiary (a “"Separate Account”") is duly and validly established and maintained under the laws of its state of formation and is either exempt from registration under the Investment Company Act or is duly registered as an investment company under the Investment Company Act, and (ii) each such Separate Account is operated and all of its operations conducted, and each contract issued by a Company Insurance Subsidiary under which Separate Account assets are held has been duly and validly issued, offered and sold, in compliance with all Applicable Laws. (f) Each Separate Account that is required to register as an investment company under the Investment Company Act (“"Registered Separate Account”") is so registered. The Registered Separate Accounts are and have been operated in compliance with the Investment Company Act in all material respects and the applicable Company Insurance Subsidiary has filed all reports and amendments to its registration statement required to be filed, and has been granted all exemptive relief necessary for the operation of the Registered Separate Accounts, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Insurance Practices; Permits and Insurance Licenses. (a) Except as otherwise would not, not individually or in the aggregate, aggregate have or be reasonably be expected likely to have result in a Company Lebanon Mutual 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 or have been issued by Lebanon Mutual (the Company “Insurance Subsidiaries Contracts”) and any and all marketing materials, are, to the extent required under Applicable Lawapplicable law, on forms approved by applicable insurance regulatory authorities which have been filed and not objected to by such authorities within the period provided for objection (the “Company Forms”). Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company The Forms comply in all material respects with the insurance statutes, regulations and rules applicable thereto and, as to premium rates established by the Company or any Company Insurance Subsidiary which Lebanon Mutual that 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) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the The business of the Company and each of the Company Insurance Subsidiaries Lebanon Mutual is being conducted in compliance in all material respects with all Applicable Law Laws including all insurance and securities laws, ordinances, rules, regulations, decrees and orders of any Governmental Government Entity, and all material notices, reports, documents and other information required to be filed thereunder within the last three years were properly filed and were in compliance in all material respects with all such Applicable Lawlaws, except where failure to have so filed or to be in such compliance would not, individually or in the aggregate, have or be reasonably likely to result in a Lebanon Mutual Material Adverse Effect. (c) The Company and each of the Company Insurance Subsidiaries have Lebanon Mutual has all permits and insurance licenses the use and exercise of which are necessary for the conduct of their respective its business as now conducted, other than such permits and insurance licenses the absence of which would not, individually or in the aggregate, have or are reasonably be expected likely to have result in a Company Lebanon Mutual Material Adverse Effect. The business of the Company and each of the Company Insurance Subsidiaries Lebanon Mutual has been and is being conducted in compliance, in all material respects, with all such permits and insurance licenses. All such permits and insurance licenses are in full force and effect, and there is no proceeding or investigation pending or, to the Best Knowledge of the CompanyLebanon Mutual, investigation pending or threatened which individually or in the aggregate, that would reasonably be expected to have a Company Material Adverse Effectlead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any such permit or insurance license. Lebanon Mutual has not issued any surplus note or similar instrument. (d) All insurance policies issued by Lebanon Mutual as now in force are, to the extent required under applicable law, on forms approved by applicable insurance regulatory authorities or that have been filed and not objected to by such authorities within the period provided for objection (“Forms”). Any premium rates required to be filed with or approved by insurance regulatory authorities have been so filed with or approved and the premiums charged by Lebanon Mutual conform thereto. (e) Except as disclosed in the market conduct survey conducted in 2004 or where failure to do so would not, not individually or in the aggregate, have or aggregate be reasonably be expected likely to have a Company result in an Lebanon Mutual Material Adverse Effect, each Company Insurance Subsidiary Lebanon Mutual has marketed, sold and issued insurance products in compliance with all Applicable Laws and Laws, all applicable orders and directives of all insurance and securities regulatory authorities, and all market conduct recommendations resulting from market conduct or other examinations of insurance or securities regulatory authorities in the respective jurisdictions in which such products have been sold, Pennsylvania including, without limitation, in compliance with all Applicable Laws relating to (i) the disclosure of the nature of insurance products as policies of insurance, (ii) insurance product projections, (iii) the underwriting, marketing, sale and issuance of, or refusal to sell, any insurance product to insureds or potential insureds of any race, color, creed or national origin; and (iv) ”replacement” or anti-churning restrictions. (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) each separate account maintained by a Company Insurance Subsidiary (a “Separate Account”) is duly and validly established and maintained under the laws of its state of formation and is either exempt from registration under the Investment Company Act or is duly registered as an investment company under the Investment Company Act, and (ii) each such Separate Account is operated and all of its operations conducted, and each contract issued by a Company Insurance Subsidiary under which Separate Account assets are held has been duly and validly issued, offered and sold, in compliance with all Applicable Laws. (f) Each Separate Account that is required to register as an investment company under the Investment Company Act (“Registered Separate Account”) is so registered. The Registered Separate Accounts are and have been operated in compliance with the Investment Company Act in all material respects and the applicable Company Insurance Subsidiary has filed all reports and amendments to its registration statement required to be filed, and has been granted all exemptive relief necessary for the operation of the Registered Separate Accounts, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Insurance Practices; Permits and Insurance Licenses. (a) Except as otherwise would not, not individually or in the aggregate, aggregate have or be reasonably be expected likely to have result in 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, are, to the extent required under Applicable Lawapplicable law, on forms approved by applicable insurance regulatory authorities which have been filed and not objected to by such authorities within the period provided for objection (the “Company "Forms”"). Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company The Forms comply in all material respects with the 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) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the The business of the Company and each of the Company Insurance Material Subsidiaries is being conducted in compliance in all material respects with all Applicable Law Laws including all insurance and securities laws, ordinances, rules, regulations, decrees and orders of any Governmental Government Entity, and all material notices, reports, documents and other information required to be filed thereunder within the last three years were properly filed in all material respects and were in compliance in all material respects with all such Applicable Lawlaws, except where failure to have so filed or to be in such compliance would not, individually or in the aggregate, have or be reasonably likely to result in a Company Material Adverse Effect. (c) The Company and each of the Company Insurance Subsidiaries have all permits and insurance licenses the use and exercise of which are necessary for the conduct of their respective business as now conducted, other than such permits and insurance licenses the absence of which would not, individually or in the aggregate, have or be reasonably be expected likely to have result in a Company Material Adverse Effect. The business of the Company and each of the Company Insurance Subsidiaries has been and is being conducted in compliance, in all material respects, with all such permits and insurance licenses. All such permits and insurance licenses are in full force and effect, and there is no proceeding or or, to the Best Knowledge of the Company, investigation pending or, to the Best Knowledge of the Company, threatened which individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effectlead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any such permit or insurance license. (d) Except where failure to do so would not, not individually or in the aggregate, aggregate have or be reasonably be expected likely to have result in a Company Material Adverse Effect, each Company Insurance Subsidiary has marketed, sold and issued insurance products in compliance with all Applicable Laws and all applicable orders and directives of all insurance and securities regulatory authorities, and all market conduct recommendations resulting from market conduct or other examinations of insurance or securities regulatory authorities in the respective jurisdictions in which such products have been sold, including, without limitation, in compliance with all Applicable Laws relating to (i) the disclosure of the nature of insurance products as policies of insurance, (ii) insurance product projections, and (iii) the underwriting, marketing, sale and issuance of, or refusal to sell, any insurance product to insureds or potential insureds of any race, color, creed or national origin; and (iv) ”replacement” or anti-churning restrictions. (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) each separate account maintained by a Company Insurance Subsidiary (a “Separate Account”) is duly and validly established and maintained under the laws of its state of formation and is either exempt from registration under the Investment Company Act or is duly registered as an investment company under the Investment Company Act, and (ii) each such Separate Account is operated and all of its operations conducted, and each contract issued by a Company Insurance Subsidiary under which Separate Account assets are held has been duly and validly issued, offered and sold, in compliance with all Applicable Laws. (f) Each Separate Account that is required to register as an investment company under the Investment Company Act (“Registered Separate Account”) is so registered. The Registered Separate Accounts are and have been operated in compliance with the Investment Company Act in all material respects and the applicable Company Insurance Subsidiary has filed all reports and amendments to its registration statement required to be filed, and has been granted all exemptive relief necessary for the operation of the Registered Separate Accounts, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Insurance Practices; Permits and Insurance Licenses. (a) Except as otherwise would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all 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 or have been issued by Lebanon Mutual (the Company “Insurance Subsidiaries Contracts”) and any and all marketing materials, are, to the extent required under Applicable Lawapplicable law, on forms approved by applicable insurance regulatory authorities which have been filed and not objected to by such authorities within the period provided for objection (the “Company Forms”). Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company The Forms comply in all material respects with the insurance statutes, regulations and rules applicable thereto and, as to premium rates established by the Company or any Company Insurance Subsidiary which Lebanon Mutual that 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) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the The business of the Company and each of the Company Insurance Subsidiaries Lebanon Mutual is being conducted in compliance in all material respects with all Applicable Law Laws including all insurance and securities laws, ordinances, rules, regulations, decrees and orders of any Governmental Government Entity, and all material notices, reports, documents and other information required to be filed thereunder within the last three years were properly filed and were in compliance in all material respects with all such Applicable Lawlaws. (c) The Company and each of the Company Insurance Subsidiaries have Lebanon Mutual has all permits and insurance licenses the use and exercise of which are necessary for the conduct of their respective its business as now conducted, other than such permits and insurance licenses the absence of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The business of the Company and each of the Company Insurance Subsidiaries Lebanon Mutual has been and is being conducted in compliance, in all material respects, with all such permits and insurance licenses. All such permits and insurance licenses are in full force and effect, and there is no proceeding or investigation pending or, to the Best Knowledge of the CompanyLebanon Mutual, threatened which individually or in the aggregate, that would reasonably be expected to have a Company Material Adverse Effectlead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any such permit or insurance license. Lebanon Mutual has not issued any surplus note or similar instrument. (d) All insurance policies issued by Lebanon Mutual as now in force are, to the extent required under applicable law, on forms approved by applicable insurance regulatory authorities or that have been filed and not objected to by such authorities within the period provided for objection (“Forms”). Any premium rates required to be filed with or approved by insurance regulatory authorities have been so filed with or approved and the premiums charged by Lebanon Mutual conform thereto. (e) Except where failure to do so would not, individually or as disclosed in the aggregatemarket conduct survey conducted in 2004, have or reasonably be expected a true and correct copy of which has been delivered to have a Company Material Adverse EffectMTS and TW, each Company Insurance Subsidiary Lebanon Mutual has marketed, sold and issued insurance products in compliance in all material respects with all Applicable Laws and Laws, all applicable orders and directives of all insurance and securities regulatory authorities, and all market conduct recommendations resulting from market conduct or other examinations of insurance or securities regulatory authorities in the respective jurisdictions in which such products have been sold, Pennsylvania including, without limitation, in compliance with all Applicable Laws relating to (i) the disclosure of the nature of insurance products as policies of insurance, (ii) insurance product projections, (iii) the underwriting, marketing, sale and issuance of, or refusal to sell, any insurance product to insureds or potential insureds of any race, color, creed or national origin; and (iv) ”replacement” or anti-churning restrictions. (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) each separate account maintained by a Company Insurance Subsidiary (a “Separate Account”) is duly and validly established and maintained under the laws of its state of formation and is either exempt from registration under the Investment Company Act or is duly registered as an investment company under the Investment Company Act, and (ii) each such Separate Account is operated and all of its operations conducted, and each contract issued by a Company Insurance Subsidiary under which Separate Account assets are held has been duly and validly issued, offered and sold, in compliance with all Applicable Laws. (f) Each Separate Account that is required to register as an investment company under the Investment Company Act (“Registered Separate Account”) is so registered. The Registered Separate Accounts are and have been operated in compliance with the Investment Company Act in all material respects and the applicable Company Insurance Subsidiary has filed all reports and amendments to its registration statement required to be filed, and has been granted all exemptive relief necessary for the operation of the Registered Separate Accounts, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.