Common use of Insurance Subsidiaries Clause in Contracts

Insurance Subsidiaries. Except as disclosed in the Registration Statement, (i) each of the Company’s subsidiaries that is engaged in the business of insurance or reinsurance (each an “Insurance Subsidiary”) is duly licensed to conduct an insurance or a reinsurance business, as the case may be, under the insurance statutes and regulations as applied by the relevant insurance regulatory authorities in each jurisdiction in which the conduct of its business requires such licensing, (ii) each of the Insurance Subsidiaries has all other necessary authorizations, approvals, orders, consents, certificates, permits, registrations and qualifications of and from all insurance regulatory authorities necessary to conduct their respective businesses as described in the Prospectus and the Registration Statement, and the Company and each of its Insurance Subsidiaries have not received any notification from any insurance regulatory authority to the effect that any additional authorization, approval, order, consent, certificate, permit, registration or qualification is needed to be obtained by the Company and each of its Insurance Subsidiaries in any case where it could be reasonably expected that (x) the Company and each of its Insurance Subsidiaries would be required either to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or to cease or otherwise limit the writing of certain business and (y) the failure to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or the limiting of the writing of such business would, individually or in the aggregate, result in a Material Adverse Effect; and, except as disclosed in the Registration Statement, no insurance regulatory authority having jurisdiction over the Company or any of its Insurance Subsidiaries has issued any order or decree impairing, restricting or prohibiting (i) the payment of dividends by any of the Insurance Subsidiaries to its parent, other than those restrictions applicable to insurance or reinsurance companies generally, or (ii) the continuation of the business of the Company or any of the Insurance Subsidiaries in all material respects as presently conducted.

Insurance Subsidiaries. Except Each subsidiary that is required to be organized or licensed as disclosed an insurance company in its jurisdiction of incorporation (each, an “Insurance Subsidiary” and collectively, the “Insurance Subsidiaries”) is licensed as an insurance company in its respective jurisdiction of incorporation and is duly licensed or authorized as an insurer in each other jurisdiction where it is required to be so licensed or authorized to conduct its business, in each case with such exceptions as would not have, individually or in the aggregate, a Material Adverse Effect; except as otherwise described in the Registration Statement, (i) the Pricing Disclosure Package and the Prospectus, each of the Company’s subsidiaries that is engaged in the business of insurance or reinsurance (each an “Insurance Subsidiary”) is duly licensed to conduct an insurance or a reinsurance business, as the case may be, under the insurance statutes and regulations as applied by the relevant insurance regulatory authorities in each jurisdiction in which the conduct of its business requires such licensing, (ii) each of the Insurance Subsidiaries Subsidiary has all other necessary authorizations, approvals, orders, consents, authorizations, licenses, certificates, permits, registrations and qualifications (collectively, the “Approvals”) of and from all insurance regulatory authorities necessary to conduct their respective businesses its business, with such exceptions as described in the Prospectus and the Registration Statement, and the Company and each of its Insurance Subsidiaries have would not received any notification from any insurance regulatory authority to the effect that any additional authorization, approval, order, consent, certificate, permit, registration or qualification is needed to be obtained by the Company and each of its Insurance Subsidiaries in any case where it could be reasonably expected that (x) the Company and each of its Insurance Subsidiaries would be required either to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or to cease or otherwise limit the writing of certain business and (y) the failure to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or the limiting of the writing of such business wouldhave, individually or in the aggregate, result a Material Adverse Effect; there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or investigation that could reasonably be expected to lead to any revocation, termination or suspension of any such Approval, the revocation, termination or suspension of which would have, individually or in the aggregate, a Material Adverse Effect; and, except as disclosed described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, to the knowledge of the Company, no insurance regulatory authority having jurisdiction over the Company agency or any of its Insurance Subsidiaries body has issued any order or decree impairing, restricting or prohibiting (i) the payment of dividends by any of the Insurance Subsidiaries Subsidiary to its parentparent which would have, other than those restrictions applicable to insurance individually or reinsurance companies generallyin the aggregate, or (ii) the continuation of the business of the Company or any of the Insurance Subsidiaries in all material respects as presently conducteda Material Adverse Effect.

Insurance Subsidiaries. Except as disclosed in the Registration Statement, (i) each Each of the Company’s subsidiaries Company and the Significant Subsidiaries that is are engaged in the business of insurance or reinsurance (each such Significant Subsidiary, an “Insurance Subsidiary”) is duly licensed to conduct or registered as a holding company or as an insurance insurer or as a reinsurance businessreinsurer, as the case may be, under the insurance statutes laws (including, without limitation, laws that relate to companies that control insurance companies) and the rules, regulations as applied by and interpretations of the relevant insurance regulatory authorities in thereunder (collectively, the “Insurance Laws”) of each jurisdiction in which the conduct of its business as described in the Registration Statement, the Time of Sale Information and the Prospectus requires such licensinglicensing or registration (each such license or registration, (ii) an “Insurance License”), except where the failure to be so licensed or registered would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Significant Subsidiaries listed in Schedule 4 to this Agreement are the only “Insurance Subsidiaries” of the Company. Each of the Company and the Insurance Subsidiaries has made all required filings under applicable holding company statutes or other Insurance Laws in each jurisdiction where such filings are required, except where the failure to make such filings would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Company and the Insurance Subsidiaries has all other necessary authorizations, approvals, orders, consents, certificates, permits, registrations and qualifications of and from all insurance regulatory authorities (together with the Insurance Licenses, the “Insurance Licenses and Authorizations”) necessary to conduct their respective businesses its business as described in the Prospectus and the Registration Statement, the Time of Sale Information and the Prospectus and all of the foregoing are in full force and effect, except where the failure to have such Insurance Licenses and Authorizations in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. Each of the Company and each of its the Insurance Subsidiaries have not received any notification from any insurance regulatory authority has fulfilled and performed in all material respects all obligations necessary to maintain the Insurance Licenses and Authorizations. There is no pending or, to the effect that any additional authorization, approval, order, consent, certificate, permit, registration or qualification is needed to be obtained by knowledge of the Company and each of its Insurance Subsidiaries in or any case where it could be reasonably expected Guarantor, threatened action, suit, proceeding or investigation that (x) the Company and each of its Insurance Subsidiaries would be required either to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or to cease or otherwise limit the writing of certain business and (y) the failure to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or the limiting of the writing of such business would, individually or in the aggregate, result in the revocation, termination or suspension of any of the Insurance Licenses and Authorizations that would reasonably be expected to have a Material Adverse Effect; and, except . Except as disclosed in the Registration Statement, no the Time of Sale Information and the Prospectus, none of the Company or the Insurance Subsidiaries has received any notification from any insurance regulatory authority having jurisdiction over or other governmental entity to the Company or effect that any of its additional Insurance Subsidiaries has issued any order or decree impairing, restricting or prohibiting (i) the payment of dividends Licenses and Authorizations are needed to be obtained by any of the Insurance Subsidiaries to its parent, other than those restrictions applicable to insurance or reinsurance companies generally, or (ii) the continuation of the business of the Company or any of the Insurance Subsidiaries in all material respects as presently conductedSubsidiaries.

Insurance Subsidiaries. Except as disclosed in the Registration Statement, would not constitute a Material Adverse Effect: (ia) each Each Subsidiary of the Company’s subsidiaries Company that is engaged in conducts the business of insurance or reinsurance or is licensed as a Lloyd’s corporate member or Lloyd’s managing agent (each an each, a “Company Insurance Subsidiary”) is (i) duly licensed or authorized as an insurance company and/or, where applicable, reinsurance company, Lloyd’s corporate member or Lloyd’s managing agent in its jurisdiction of incorporation or organization and (ii) duly licensed, authorized or otherwise eligible to transact the business of insurance or reinsurance or participate in Lloyd’s, as applicable, in each other jurisdiction where it is required to be so licensed, authorized or otherwise eligible in order to conduct an insurance or a reinsurance business, as the case may be, under the insurance statutes and regulations as applied by the relevant insurance regulatory authorities in each jurisdiction in which the conduct of its business requires such licensingas currently conducted. (b) Since June 30, 2016, each Subsidiary of the Company that participates in Lloyd’s (i) has not participated as a member of any Lloyd’s syndicate other than Syndicate 1183, (ii) each has not agreed to sell or transfer any of its rights to participate as a member of a Lloyd’s syndicate or offered to acquire rights to participate on a Lloyd’s syndicate and (iii) has complied with the franchise standards (including principles and minimum standards, guidance and advice) issued by Lloyd’s. (c) No Person is, or has the right to participate as, a member of Syndicate 1183 other than Talbot 2002 Underwriting Capital Ltd. (d) Since June 30, 2016, (i) all funds held on behalf of Lloyd’s Syndicate 1183 have been held in accordance with the terms of the Insurance Subsidiaries has all relevant premiums trust deed or other necessary authorizationsdeposit arrangement as required by the bye-laws, approvalsregulations, orders, consents, certificates, permits, registrations codes of practice and qualifications mandatory directions and requirements governing the conduct and management of and underwriting business at Lloyd’s from all insurance regulatory authorities necessary time to conduct their respective businesses as described in the Prospectus time and the Registration Statementprovisions of any deed, agreement or undertaking executed, made or given for compliance with Lloyd’s requirements from time to time (“Lloyd’s Regulations”) and the Company and each of its Insurance Subsidiaries have not received any notification from any insurance regulatory authority to the effect that any additional authorization, approval, order, consent, certificate, permit, registration or qualification is needed to be obtained by the Company and each of its Insurance Subsidiaries in any case where it could be reasonably expected that (xii) the Company and each and/or any of its Insurance Subsidiaries would be required either to obtain such additional authorizationdo so have complied in all material respects with all relevant regulations, approvaldirections, order, consent, certificate, permit, registration or qualification or notices and requirements in relation to cease or otherwise limit the writing maintenance of certain business and Funds at Lloyd’s (y) the failure to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or the limiting of the writing of such business would, individually or as defined in the aggregate, result Lloyd’s Membership Byelaw (No. 5 of 2005)) in a Material Adverse Effect; and, except as disclosed in the Registration Statement, no insurance regulatory authority having jurisdiction over accordance with Lloyd’s Regulations and any directions imposed on the Company or any of its Insurance Subsidiaries has issued any order or decree impairing, restricting or prohibiting (i) the payment of dividends by any of the Insurance Subsidiaries to its parent, other than those restrictions applicable to insurance or reinsurance companies generally, or (ii) the continuation of the business of the Company or any of the Insurance Subsidiaries in all material respects as presently conductedLloyd’s.

Insurance Subsidiaries. The Company conducts its insurance operations through the Subsidiaries listed in Section 5.07 of the Company Disclosure Schedule (collectively, the “Company Insurance Subsidiaries”). Section 5.07 of the Company Disclosure Schedule lists the jurisdiction of domicile of each Company Insurance Subsidiary. Except as disclosed set forth in Section 5.07 of the Registration StatementCompany Disclosure Schedule, none of the Company Insurance Subsidiaries is “commercially domiciled” in any other jurisdiction. Each of the Company Insurance Subsidiaries is, where required, (i) each of the Company’s subsidiaries that is engaged in the business of insurance or reinsurance (each an “Insurance Subsidiary”) is duly licensed to conduct or authorized as an insurance or a reinsurance businesscompany and, as the case may bewhere applicable, under the insurance statutes and regulations as applied by the relevant insurance regulatory authorities reinsurer in each its jurisdiction in which the conduct of its business requires such licensingincorporation, (ii) duly licensed or authorized as an insurance company and, where applicable, a reinsurer in each other jurisdiction where it is required to be so licensed or authorized, and (iii) duly authorized in its jurisdiction of the Insurance Subsidiaries has all incorporation and each other necessary authorizations, approvals, orders, consents, certificates, permits, registrations and qualifications applicable jurisdiction to write each line of and from all insurance regulatory authorities necessary to conduct their respective businesses business reported as described being written in the Prospectus and the Registration StatementCompany SAP Statements, and the Company and except, in each of its Insurance Subsidiaries have not received any notification from any insurance regulatory authority to the effect that any additional authorizationcase, approval, order, consent, certificate, permit, registration or qualification is needed to be obtained by the Company and each of its Insurance Subsidiaries in any case where it could be reasonably expected that (x) the Company and each of its Insurance Subsidiaries would be required either to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or to cease or otherwise limit the writing of certain business and (y) the failure to obtain such additional authorization, approval, order, consent, certificate, permit, registration be so licensed or qualification or the limiting of the writing of such business wouldauthorized would not, individually or in the aggregate, result in reasonably be expected to have a Company Material Adverse Effect; and, except as disclosed in the Registration Statement, no insurance regulatory authority having jurisdiction over . The business of each of the Company or any of its Insurance Subsidiaries has issued any order been and is being conducted in compliance with the terms of all of its licenses, except for such instances of noncompliance which, individually or decree impairingin the aggregate, restricting would not reasonably be expected to have a Company Material Adverse Effect. Except as, individually or prohibiting in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, (i) the payment all of dividends by any of the Insurance Subsidiaries to its parentsuch licenses are in full force and effect, other than those restrictions applicable to insurance or reinsurance companies generally, or and (ii) there is no proceeding or investigation pending or, to the continuation knowledge of the business Company, threatened which would reasonably be expected to lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any such license. The Company has made all required filings under applicable insurance holding company statutes except where the failure to file would not, individually or in the aggregate, reasonably be expected to have a Company or any of the Insurance Subsidiaries in all material respects as presently conductedMaterial Adverse Effect.

Insurance Subsidiaries. Except Each subsidiary of the Company that is required to be organized and licensed as disclosed an insurance company (collectively, the “Insurance Subsidiaries”) is duly organized and licensed as required in its jurisdiction of organization and is duly licensed or authorized as required in each jurisdiction outside its jurisdiction of organization where it is required to be so licensed or authorized to conduct its business as described in the Registration Statement, (i) each of the Company’s subsidiaries that is engaged Pricing Disclosure Package and the Prospectus, except where the failure to be so licensed or authorized, individually or in the business of insurance or reinsurance aggregate, would not reasonably be expected to result in a Material Adverse Effect. The Insurance Subsidiaries have made all required filings (each an “Insurance Subsidiary”) is duly licensed to conduct an insurance or a reinsurance businessincluding statutory annual and quarterly statements and statutory balance sheets and income statements included therein, as the case may be, applicable) under the applicable insurance statutes and regulations as applied by the relevant insurance regulatory authorities in each jurisdiction where such filings are required, except for such filings the failure of which to make would not, individually or in which the conduct of its business requires such licensingaggregate, (ii) each reasonably be expected to result in a Material Adverse Effect. Each of the Insurance Subsidiaries has all other necessary authorizations, approvals, orders, consents, certificates, permits, registrations and qualifications (“Authorizations”), of and from all insurance regulatory authorities necessary to conduct their respective businesses existing business as described in the Prospectus and the Registration Statement, the Pricing Disclosure Package and the Company Prospectus, except where the failure to have such Authorizations, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, and each of its no Insurance Subsidiaries have not Subsidiary has received any notification from any insurance regulatory authority to the effect that any additional authorization, approval, order, consent, certificate, permit, registration or qualification is Authorizations are needed to be obtained by the Company and each of its any Insurance Subsidiaries Subsidiary in any case where it could would reasonably be reasonably expected that (x) the Company and each of its Insurance Subsidiaries would be required either to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or to cease or otherwise limit the writing of certain business and (y) the failure to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification Authorizations or the limiting of the writing of such business would, individually or in the aggregate, would result in a Material Adverse Effect; , and, except as disclosed set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no insurance regulatory authority having jurisdiction over the Company or any of its Insurance Subsidiaries Subsidiary has issued any order or decree impairing, restricting or prohibiting (iA) the payment of dividends by any of the Insurance Subsidiaries Subsidiary to its parent, other than those restrictions applicable to insurance or reinsurance companies generally, under such jurisdiction generally or (iiB) the continuation of the business of the Company or any of the Insurance Subsidiaries in all material respects as presently conducted, in each case except where such orders or decrees would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Insurance Subsidiaries. (a) Section 4.17(a) of the Company Disclosure Letter contains a true, complete and correct list, as of the date of this Agreement, of the Company Insurance Subsidiaries, together with the jurisdiction of domicile thereof. 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 incorporation. Except as disclosed in would not reasonably be expected to be material to the Registration StatementCompany and its Subsidiaries, taken as a whole, each of the Company Insurance Subsidiaries is (i) each duly licensed or authorized as an insurance company or, where applicable, reinsurance company in its jurisdiction of the Company’s subsidiaries that is engaged in incorporation or organization and (ii) duly licensed, authorized or otherwise eligible to transact the business of insurance or reinsurance reinsurance, as applicable, in each other jurisdiction where it is required to be so licensed, authorized or otherwise eligible in order to conduct its business as currently conducted. Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, none of the Company Insurance Subsidiaries is subject to any requirement imposed by a Governmental Authority to maintain specified capital or surplus amounts or levels or is subject to any restriction on the payment of dividends or other distributions on its shares of capital stock, except for any such requirements or restrictions imposed by applicable Insurance Laws of general application. (each an b) All insurance policies and contracts, together with all binders, slips, certificates, endorsements and riders thereto that are issued by a Company Insurance Subsidiary (the “Company Insurance SubsidiaryPolicies”) is and in effect as of the date of this Agreement are, to the extent required under applicable Insurance Laws, on forms and at rates approved by the insurance regulatory authority of the jurisdiction where issued or, to the extent required by applicable Insurance Laws, have been filed with and not objected to by such authority within the period provided for objection, except as would not reasonably be expected to have a Company Material Adverse Effect. (c) The Company Insurance Subsidiaries, and, to the Knowledge of the Company, their respective agents and administrators that wrote, sold, produced, managed or marketed the Company Insurance Policies for any of the Company Insurance Subsidiaries have issued, sold, produced, managed and marketed such Company Insurance Policies in compliance with applicable Law in the respective jurisdictions in which such products have been sold, except such non-compliance as would not reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Company, each agent or administrator (i) was duly licensed to conduct an insurance or a reinsurance business, as required by Law in the case may be, under the insurance statutes and regulations as applied by the relevant insurance regulatory authorities in each particular jurisdiction in which such agent or administrator wrote, sold, produced, managed or marketed the conduct Company Insurance Policies (for the type of its business requires written, sold, produced, managed or marketed on behalf of the Company Insurance Subsidiary) except for such licensingfailures to be licensed which have been cured, which have been resolved or settled through agreements with applicable Governmental Authorities, which are barred by an applicable statute of limitations or which would not reasonably be expected to have a Company Material Adverse Effect, and (ii) each of the Insurance Subsidiaries has all other necessary authorizationsif required by applicable Law, approvals, orders, consents, certificates, permits, registrations and qualifications of and from all insurance regulatory authorities necessary to conduct their respective businesses as described in the Prospectus and the Registration Statement, and the Company and each of its Insurance Subsidiaries have not received any notification from any insurance regulatory authority to the effect that any additional authorization, approval, order, consent, certificate, permit, registration or qualification is needed to be obtained was duly appointed by the applicable Company and Insurance Subsidiary, in each of its Insurance Subsidiaries in any case where it could case, except such omissions as would not reasonably be reasonably expected that to have a Company Material Adverse Effect. There are no outstanding (x) the Company and each of its Insurance Subsidiaries would be required either to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or to cease or otherwise limit the writing of certain business and (y) the failure to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or the limiting of the writing of such business would, individually or in the aggregate, result in a Material Adverse Effect; and, except as disclosed in the Registration Statement, no insurance regulatory authority having jurisdiction over disputes between the Company or any Company Insurance Subsidiary and their respective agents and administrators concerning material amounts of its Insurance Subsidiaries has issued any order commissions or decree impairingother incentive compensation, restricting or prohibiting (iy) to the payment of dividends by any Knowledge of the Company, material errors and omissions claims against any such agents or administrators in regard to any Company Insurance Subsidiaries Policy related to its parent, other than those restrictions applicable to insurance or reinsurance companies generally, arising from such agent’s or (ii) the continuation of the business of administrator’s relationship with the Company or any Company Insurance Subsidiary or (z) material amounts owed by any such agent or administrator to any Company Insurance Subsidiary, in each case, except as would not reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Company, since January 1, 2021, no such agent or administrator (1) has breached the terms of any agency or broker contract with any Company Insurance Subsidiary or violated in any material respect any Law or policy of any Company Insurance Subsidiary in the solicitation, negotiation or sale of business for any Company Insurance Subsidiary or (2) has been enjoined, indicted, convicted or made the subject of any consent decree or judgment on account of any violation in any material respect of applicable Law in connection with such agent’s or administrator’s actions in his, her or its capacity as an agent or administrator for any Company Insurance Subsidiary nor has any such agent or administrator been subject to any enforcement or disciplinary proceeding alleging any such violation, and, to the Knowledge of the Company, since January 1, 2021, the Company has not received any written notice from any Governmental Authority with respect to any such agent or administrator regarding any of the matters described in clauses (1) and (2). (d) As of the date of this Agreement, the Company Insurance Subsidiaries do not utilize any permitted accounting practices in all material respects as presently conductedthe preparation of the Company Statutory Statements.

Insurance Subsidiaries. Except as disclosed in the Registration Statement, (i) each of the Company’s subsidiaries that is engaged in the business of insurance or reinsurance (each an “Insurance Subsidiary”) is duly licensed to conduct an insurance or a reinsurance business, as the case may be, under the insurance statutes and regulations as applied by the relevant insurance regulatory authorities in of each jurisdiction in which the conduct of its business requires such licensing, (ii) each of the Insurance Subsidiaries has all other necessary authorizations, approvals, orders, consents, certificates, permits, registrations and qualifications of and from all insurance regulatory authorities necessary to conduct their respective businesses as described in the Prospectus and the Registration Statement, and the Company and each of its Insurance Subsidiaries have not received any notification from any insurance regulatory authority to the effect that any additional authorization, approval, order, consent, certificate, permit, registration or qualification is needed to be obtained by the Company and each of its Insurance Subsidiaries in any case where it could be reasonably expected that (x) the Company and each of its Insurance Subsidiaries would be required either to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or to cease or otherwise limit the writing of certain business and (y) the failure to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or the limiting of the writing of such business would, individually or in the aggregate, result in a Material Adverse Effect; and, except as disclosed in the Registration Statement, and no insurance regulatory authority having jurisdiction over the Company or any of its Insurance Subsidiaries has issued any order or decree impairing, restricting or prohibiting (i) the payment of dividends by any of the Insurance Subsidiaries to its parent, other than those restrictions applicable to insurance or reinsurance companies generally, or (ii) the continuation of the business of the Company or any of the Insurance Subsidiaries in all material respects as presently conducted.

Insurance Subsidiaries. Except as disclosed in the Registration Statement, (i) each Each of the Company’s Company and its subsidiaries that is engaged required to be organized or licensed as an insurance company, Llyod’s corporate member or Lloyd’s managing agent in its jurisdiction of incorporation (including jurisdictions outside of the business of insurance or reinsurance United States) (each an “Insurance Subsidiary”) is duly licensed to conduct an insurance or a reinsurance business, as the case may be, under the insurance statutes and regulations as applied by the relevant insurance regulatory authorities in each jurisdiction in which the conduct of its business requires such licensing, (ii) each of the Insurance Subsidiaries has all other necessary consents, licenses, authorizations, approvals, exemptions, orders, consentscertificates and permits (collectively, certificates, permits, registrations and qualifications the “Consents”) of and from from, and has made all filings, reports, registrations, statements and declarations, together with any amendment thereto (collectively, the “Filings”), with, all insurance regulatory authorities (including, without limitation, the Bermuda Monetary Authority, the California Department of Insurance, the Colorado Division of Insurance, the Delaware Department of Insurance, the Indiana Department of Insurance, the Maryland Insurance Administration, the Oklahoma Insurance Department, the Spanish General Directorate of Insurance and Pension Funds of the Ministry of the Economy and Treasury, the Texas Department of Insurance and the U.K. Financial Services Authority), all Federal, state, local and other governmental authorities, all self-regulatory organizations and all courts and other tribunals, necessary to own, lease, license and use its properties and assets and to conduct their respective businesses as described in the Prospectus and the Registration Statementits business, and the Company and each of its Insurance Subsidiaries have not received any notification from any insurance regulatory authority to the effect that any additional authorization, approval, order, consent, certificate, permit, registration or qualification is needed to be obtained by the Company and each of its Insurance Subsidiaries in any case except where it could be reasonably expected that (x) the Company and each of its Insurance Subsidiaries would be required either to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or to cease or otherwise limit the writing of certain business and (y) the failure to obtain have such additional authorization, approval, order, consent, certificate, permit, registration Consents or qualification or the limiting of the writing of to make such business wouldFilings would not, individually or in the aggregate, result in have a Material Adverse Effect; andall such Consents and Filings are in full force and effect, except the Filings complied in all material respects as disclosed of their respective dates with the applicable insurance laws and regulations, the Company and its Insurance Subsidiaries are in the Registration Statementcompliance with such Consents, no insurance regulatory authority having jurisdiction over event or events have occurred and neither the Company or nor any of its Insurance Subsidiaries has issued received any order notice of any inquiry, investigation or decree impairingproceeding that would reasonably be expected to result in the suspension, restricting revocation or prohibiting (i) limitation of any such Consent or otherwise impose any limitation on the payment of dividends by any of the Insurance Subsidiaries to its parent, other than those restrictions applicable to insurance or reinsurance companies generally, or (ii) the continuation conduct of the business of the Company or any of its respective Insurance Subsidiaries, except as set forth in the Prospectus or except as any such failure to be in full force and effect, failure to be in compliance with, suspension, revocation or limitation would not, individually or in the aggregate, have a Material Adverse Effect; each of the Company and its Insurance Subsidiaries is in compliance with, and conducts its businesses in conformity with, all applicable insurance laws and regulations, except where the failure to do so comply or conform would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the foregoing, each of the Insurance Subsidiaries has made all Filings pursuant to, and has obtained all Consents required of all applicable insurance laws and regulations in all material respects as presently conductedconnection with the issuance and sale of the Securities.

Insurance Subsidiaries. Except as disclosed in the Registration Statement, (ia) each Each Subsidiary of the Company’s subsidiaries Company that is engaged in conducts the business of insurance or reinsurance (each each, an “Insurance Subsidiary”) ), and each other Subsidiary of the Company that is duly licensed subject to conduct an insurance or a reinsurance business, as the case may be, regulation under the insurance statutes and regulations as applied by the relevant insurance regulatory authorities in each jurisdiction in which the conduct of its business requires such licensingInsurance Laws, (ii) each of the Insurance Subsidiaries has holds all other necessary authorizations, approvals, orders, consents, certificates, permits, registrations and qualifications of and from all insurance regulatory authorities material Permits necessary to conduct their respective businesses its business as described in the Prospectus and the Registration Statement, and currently conducted. Neither the Company and each nor any of its Insurance Subsidiaries have not has received at any notification time since January 1, 2018 any notice or other written communication, from any insurance regulatory authority to the effect that Governmental Authority regarding any additional authorizationactual or threatened revocation, approvalwithdrawal, ordersuspension, consentcancellation, certificatetermination or material modification of any such Permit, permit, registration or qualification is needed to be obtained by the Company and each of its Insurance Subsidiaries in any case where it could be reasonably expected that (x) the Company and each of its Insurance Subsidiaries would be required either to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or to cease or otherwise limit the writing of certain business and (y) the failure to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or the limiting of the writing of such business wouldexcept for matters that, individually or in the aggregate, result in have not had a Material Adverse Effect; and. All such material Permits are valid and in full force and effect. Except for matters that, except as disclosed individually or in the Registration Statementaggregate, no insurance regulatory authority having jurisdiction over have not had a Material Adverse Effect, the Company and each of its Subsidiaries is and since January 1, 2018 has been, in compliance with applicable Insurance Laws. Since January 1, 2018, neither the Company nor any of its Subsidiaries has received any notice or other written communication from any Governmental Authority regarding any actual or possible noncompliance with any Insurance Laws by the Company or any of its Subsidiaries, except for matters that, individually or in the aggregate, have not had a Material Adverse Effect. As of the date hereof, no Insurance Subsidiary is “commercially domiciled” under the Laws of any jurisdiction. The Company and the Insurance Subsidiaries have timely filed all material reports, statements, documents, registrations, filings or submissions (including any sales material) required to be filed with any Governmental Authority since January 1, 2018 in the manner prescribed by applicable Laws. Such reports, statements, documents, registrations, filings and submissions complied when filed with the requirements of applicable Laws, and no deficiencies have been asserted in writing by any such Governmental Authority with respect to such reports, statements, documents, registrations, filings or submissions that have not been remedied to the satisfaction of such Governmental Authority, except for any non-compliance or deficiencies that, individually or in the aggregate, has issued any order or decree impairing, restricting or prohibiting not had a Material Adverse Effect. (ib) Neither the payment of dividends by Company nor any of the Insurance Subsidiaries is a party to its parentany written Contract, other than those restrictions applicable to insurance consent decree or reinsurance companies generallymemorandum of understanding with, or (ii) a party to any commitment letter or similar undertaking to, or subject to any cease-and-desist or other Order or directive by, or a recipient of any extraordinary supervisory letter from, or has adopted any policy, procedure or board or stockholder resolution at the continuation request of, any Governmental Authority that restricts materially the conduct of the its business of the Company or or, gives rise to any of the Insurance Subsidiaries in all material respects as presently conductedcapital maintenance obligations.

Insurance Subsidiaries. a. Except as disclosed in the Registration Statementwould not be material to Company, each Insurance Subsidiary is (i) each duly licensed or authorized as an insurance company in its jurisdiction of the Company’s subsidiaries that is engaged in incorporation or organization, and (ii) duly licensed or authorized to transact the business of insurance in each other jurisdiction where it is required to be so licensed or reinsurance (each an “Insurance Subsidiary”) is duly licensed authorized in order to conduct an insurance or a reinsurance business, as the case may be, under the insurance statutes and regulations as applied by the relevant insurance regulatory authorities in each jurisdiction in which the conduct of its business requires such licensing, (ii) each of the as currently conducted. Each Insurance Subsidiaries Subsidiary has all other necessary authorizationslicenses, certifications, permits, registrations, qualifications, franchises, approvals, ordersclearances, consents, certificates, permits, registrations exemptions and qualifications other regulatory authorizations (“Permits”) of and from all insurance regulatory authorities necessary to conduct their respective businesses its business as described currently conducted, except where the failure to have such Permits would not, or would not reasonably be expected to, individually or in the Prospectus and the Registration Statementaggregate, and the have a Material Adverse Effect. Neither Company and each of its nor any Insurance Subsidiaries have not Subsidiary has received any notification from any insurance regulatory authority to the effect that any additional authorization, approval, order, consent, certificate, permit, registration or qualification is needed to Permit from any insurance regulatory authority must be obtained by the Company and each or any Insurance Subsidiary to conduct its business as currently conducted. Neither Insurance Subsidiary is commercially domiciled in any other jurisdiction or is otherwise treated as domiciled in a jurisdiction other than that of its incorporation. b. Since January 1, 2019, each Insurance Subsidiaries Subsidiary has (i) filed all annual and quarterly statutory statements, together with all material exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in any connection therewith, in each case where it could required by Law to be reasonably expected that (x) the Company and each of filed by such Insurance Subsidiary with its Insurance Subsidiaries would be required either to obtain such additional authorization, approval, order, consent, certificate, permit, registration domiciliary regulatory authority on forms prescribed or qualification or to cease or otherwise limit the writing of certain business permitted thereby and (yii) made all other filings required by Insurance Law to be filed by such Insurance Subsidiary with any Governmental Authority except, in the case of clause (ii), where the failure to obtain such additional authorizationdo so would not, approval, order, consent, certificate, permit, registration or qualification or the limiting of the writing of such business wouldwould not reasonably be expected to, individually or in the aggregate, result in have a Material Adverse Effect; . As of its respective filing date, and, if amended, as of the date of the last amendment prior to the date hereof, each such filing complied with Law in all material respects. No Governmental Authority has asserted any material deficiency related to any such filing. c. Since January 1, 2019, the business of each Insurance Subsidiary (including business, marketing, operations, sales and issuances of insurance Contracts conducted by or through producers) has been conducted in compliance with Insurance Laws in all material respects. Company and each Insurance Subsidiary has filed all notices, reports, documents or other information required to be filed by it with any insurance regulatory authority, except as disclosed where the failure to do so would not, or would not reasonably be expected to, individually or in the Registration Statementaggregate, no insurance regulatory authority having jurisdiction over have a Material Adverse Effect. d. No Insurance Subsidiary is subject to any requirement imposed by a Governmental Authority to maintain specified capital or surplus amounts or levels or is subject to any restriction on the Company payment of dividends or other distributions on its shares of capital stock, except for any such requirements or restrictions imposed by Insurance Laws of its general application. No Insurance Subsidiaries has issued Subsidiary is subject to any order or decree impairing, restricting or prohibiting of any insurance regulatory authority that (i) the payment of dividends by any of the Insurance Subsidiaries relates to its parentmaterial marketing, sales, trade or underwriting practices (other than those restrictions applicable to routine correspondence or the terms of prior agreements with insurance or reinsurance companies generally, regulatory authorities) or (ii) has revoked, suspended or limited or that seeks the continuation revocation, suspension or limitation of any license or other permit issued pursuant to Insurance Laws. No Action is pending or, to the business knowledge of Company, threatened that would reasonably be expected to result in the Company revocation or suspension of any of such material license. e. Since January 1, 2015, the Insurance Subsidiaries have entered into agreements with insurance regulatory authorities in all material respects the United States to resolve assertions that certain individuals were not duly licensed to sell, solicit or negotiate insurance products (the “Settlement Agreements”). Except for the Settlement Agreements, to the knowledge of Company, each Producer, at the time such Producer solicited, negotiated or sold any insurance Contract issued or assumed by Insurance Subsidiary, was duly and appropriately appointed by such Insurance Subsidiary or other issuing insurance company, in compliance with Law, to act as presently conducteda Producer for such Insurance Subsidiary or other issuing insurance company and was duly and appropriately licensed as a Producer (for the type of business sold or produced by such Producer on behalf of such Insurance Subsidiary or other issuing insurance company), in each jurisdiction in which such Producer was required to be so licensed, and no such Producer violated any term or provision of Law relating to the solicitation, negotiation or sale of any insurance Contract issued by such Insurance Subsidiary or other issuing insurance company, except where the failure to be so licensed or any such violations would not, or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

Insurance Subsidiaries. Except as disclosed in the Registration Statement, (i) each Each of the Company’s subsidiaries that is engaged in the business of insurance or reinsurance (each such subsidiary, an “Insurance Subsidiary”) is duly licensed to conduct or registered as a holding company, as an insurance insurer or as a reinsurance businessreinsurer, as the case may be, under the insurance statutes laws (including, without limitation, laws that relate to companies that control insurance companies) and the rules, regulations as applied by and interpretations of the relevant insurance regulatory authorities in thereunder (collectively, the “Insurance Laws”) of each jurisdiction in which the conduct of its business as described in the General Disclosure Package and the Final Prospectus requires such licensinglicensing or registration (each such license or registration, (ii) an “Insurance License”). Each of the Insurance Subsidiaries has made all required material filings under applicable holding company statutes or other Insurance Laws in each jurisdiction where such filings are required. Each of the Insurance Subsidiaries has all other necessary authorizations, approvals, orders, consents, certificates, permits, registrations and qualifications of and from all insurance regulatory authorities (together with the Insurance Licenses, the “Insurance Licenses and Authorizations”) necessary to conduct their respective businesses its business as described in the General Disclosure Package and the Final Prospectus and all of the Registration Statement, foregoing are in full force and the Company and each of its Insurance Subsidiaries have not received any notification from any insurance regulatory authority to the effect that any additional authorization, approval, order, consent, certificate, permit, registration or qualification is needed to be obtained by the Company and each of its Insurance Subsidiaries in any case except where it could be reasonably expected that (x) the Company and each of its Insurance Subsidiaries would be required either to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or to cease or otherwise limit the writing of certain business and (y) the failure to obtain have such additional authorization, approval, order, consent, certificate, permit, registration or qualification or the limiting Insurance Licenses and Authorizations in full force and effect would not reasonably be expected to have a Material Adverse Effect. Each of the writing of such business Insurance Subsidiaries has fulfilled and performed in all material respects all obligations necessary to maintain the Insurance Licenses and Authorizations. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or investigation that would, individually or in the aggregate, result in the revocation, termination or suspension of any of the Insurance Licenses and Authorizations that could reasonably be expected to have a Material Adverse Effect; and, except as disclosed in . None of the Registration Statement, no Insurance Subsidiaries has received any notification from any insurance regulatory authority having jurisdiction over or other governmental entity to the Company or effect that any of its additional Insurance Subsidiaries has issued any order or decree impairing, restricting or prohibiting (i) the payment of dividends Licenses and Authorizations are needed to be obtained by any of the Insurance Subsidiaries Subsidiaries. Other than pursuant to its parentInsurance Laws of general applicability, other than those restrictions applicable to insurance or reinsurance companies generally, or (ii) the continuation no subsidiary of the business Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s property or assets to the Company or any other subsidiary of the Insurance Subsidiaries in all material respects as presently conductedCompany.