Common use of Investments and Interest Rate Risk Management Instruments Clause in Contracts

Investments and Interest Rate Risk Management Instruments. (a) Except as set forth in Section 4.17(a) of the PIC WISCONSIN Disclosure Schedule, PIC WISCONSIN and each PIC WISCONSIN Subsidiary have good and marketable title to all securities held by it (except securities sold under repurchase agreements or held in any fiduciary or agency capacity), free and clear of any Lien. Such securities are permissible investments under all applicable laws and are valued on the books of PIC WISCONSIN in accordance with SAP. Section 4.17(a) of the PIC WISCONSIN Disclosure Schedule sets forth a list of the securities which are in default in the payment of principal, interest or dividends or are impaired to any extent. PIC WISCONSIN has provided to PRA a copy of the investment policies of PIC WISCONSIN and the PIC WISCONSIN Subsidiaries as of September 30, 2005. There has been no material change in investment policy of PIC WISCONSIN and the PIC WISCONSIN Subsidiaries or in the composition of the investments of PIC WISCONSIN and the PIC WISCONSIN Subsidiaries since September 30, 2005. (b) All interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements entered into for the account of PIC WISCONSIN or any of the PIC WISCONSIN Subsidiaries were entered into in the ordinary course of business and, to the best knowledge of PIC WISCONSIN, in accordance with applicable rules, regulations and policies of any Governmental Authority and with counterparties believed to be financially responsible at the time. All of such interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements are legal, valid and binding obligations of PIC WISCONSIN or any of the PIC WISCONSIN Subsidiaries enforceable in accordance with their terms (except as may be limited by bankruptcy, fraudulent conveyance, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and are in full force and effect. PIC WISCONSIN and each PIC WISCONSIN Subsidiary have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued; and, to the best knowledge of PIC WISCONSIN, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder.

Investments and Interest Rate Risk Management Instruments. (a) Except as set forth in Section 4.17(a) of the PIC WISCONSIN Medmarc Disclosure Schedule, PIC WISCONSIN Medmarc and each PIC WISCONSIN Medmarc Subsidiary have good and marketable title to are the record or beneficial owners of all of its investment securities held by it (except securities sold under repurchase agreements or held in any fiduciary or agency capacity), free and clear of any Lien. Such securities are permissible investments under all applicable laws and are valued on the books of PIC WISCONSIN Medmarc in accordance with SAP. Section 4.17(a) of the PIC WISCONSIN Medmarc Disclosure Schedule sets forth a list of the securities which are in default in the payment of principal, interest or dividends or are which Medmarc has recorded as impaired to any extent. PIC WISCONSIN Medmarc has provided to PRA a copy of the investment policies of PIC WISCONSIN Medmarc and the PIC WISCONSIN Medmarc Subsidiaries as of September 30December 31, 20052011. There has been no material change in investment policy of PIC WISCONSIN Medmarc and the PIC WISCONSIN Medmarc Subsidiaries or in the composition of the investments of PIC WISCONSIN Medmarc and the PIC WISCONSIN Medmarc Subsidiaries since September 30December 31, 20052011. (b) All interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements entered into for the account of PIC WISCONSIN Medmarc or any of the PIC WISCONSIN Medmarc Subsidiaries were entered into in the ordinary course of business and, to the best knowledge Knowledge of PIC WISCONSINMedmarc, in accordance with applicable rules, regulations and policies of any Governmental Authority Applicable Laws and with counterparties believed reasonably determined by Medmarc's management to be financially responsible at the time. All of such interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements are (assuming due power and authority of, and due execution and delivery by, the other parties thereto) legal, valid and binding obligations of PIC WISCONSIN Medmarc or any of the PIC WISCONSIN Medmarc Subsidiaries enforceable in accordance with their terms (except as may be limited by bankruptcy, fraudulent conveyance, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and are in full force and effect. PIC WISCONSIN Medmarc and each PIC WISCONSIN Medmarc Subsidiary have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued; and, to the best knowledge Knowledge of PIC WISCONSINMedmarc, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder.

Investments and Interest Rate Risk Management Instruments. (a) Except as set forth in Section 4.17(a3.18(a) of the PIC WISCONSIN NCRIC Disclosure Schedule, PIC WISCONSIN NCRIC and each PIC WISCONSIN NCRIC Subsidiary have good and marketable title to all securities held by it (except securities sold under repurchase agreements or held in any fiduciary or agency capacity), free and clear of any Lien, except to the extent such securities are pledged in the ordinary course of business consistent with prudent business practices to secure obligations of NCRIC or any NCRIC Subsidiary. Such securities are permissible investments under all applicable laws and are valued on the books of PIC WISCONSIN NCRIC in accordance with GAAP and SAP. Section 4.17(a) of the PIC WISCONSIN Disclosure Schedule sets forth a list None of the securities which are in default in the payment of principal, interest or dividends or are is impaired to any extent. PIC WISCONSIN NCRIC has provided to PRA a copy of the investment policies of PIC WISCONSIN NCRIC and the PIC WISCONSIN NCRIC Subsidiaries as of September 30December 31, 20052004. There has been no material change in investment policy of PIC WISCONSIN NCRIC and the PIC WISCONSIN NCRIC Subsidiaries or in the composition of the investments of PIC WISCONSIN NCRIC and the PIC WISCONSIN NCRIC Subsidiaries since September 30December 31, 20052004. (b) All interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements entered into for the account of PIC WISCONSIN NCRIC or any of the PIC WISCONSIN its Subsidiaries were entered into in the ordinary course of business and, to the best knowledge of PIC WISCONSINNCRIC, in accordance with prudent business practice and applicable rules, regulations and policies of any Governmental Authority and with counterparties believed to be financially responsible at the time. All of such interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements are legal, valid and binding obligations of PIC WISCONSIN NCRIC or any of the PIC WISCONSIN its Subsidiaries enforceable in accordance with their terms (except as may be limited by bankruptcy, fraudulent conveyance, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and are in full force and effect. PIC WISCONSIN NCRIC and each PIC WISCONSIN NCRIC Subsidiary have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued; and, to the best knowledge of PIC WISCONSINNCRIC, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder.

Investments and Interest Rate Risk Management Instruments. (a) Except as set forth in Section 4.17(a5.17(a) of the PIC WISCONSIN NORCAL Disclosure Schedule, PIC WISCONSIN NORCAL and each PIC WISCONSIN NORCAL Subsidiary have good and marketable valid title to all securities held by it (except securities sold under repurchase agreements or held in any fiduciary or agency capacity), free and clear of any Lien. Such securities are permissible investments under all applicable laws Applicable Laws and are valued on the books of PIC WISCONSIN NORCAL or the applicable NORCAL Insurance Subsidiary in accordance with SAP. Section 4.17(a) To the Knowledge of the PIC WISCONSIN Disclosure Schedule sets forth a list NORCAL, none of the securities which are in default in the payment of principal, interest or dividends or are nor is impaired to any extent. PIC WISCONSIN NORCAL has provided to PRA a copy of the investment policies of PIC WISCONSIN NORCAL and the PIC WISCONSIN NORCAL Subsidiaries as of September June 30, 20052019. There has been no material change in investment policy of PIC WISCONSIN NORCAL and the PIC WISCONSIN NORCAL Subsidiaries or in the composition of the investments of PIC WISCONSIN NORCAL and the PIC WISCONSIN NORCAL Subsidiaries since September June 30, 20052019. (b) All Except as described in Section 5.17(b) of the NORCAL Disclosure Schedule, all interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements entered into for the account of PIC WISCONSIN NORCAL or any of the PIC WISCONSIN its Subsidiaries were entered into in the ordinary course of business and, to the best knowledge Knowledge of PIC WISCONSINNORCAL, in accordance with applicable rules, regulations business practices believed to be prudent by NORCAL management and policies of any Governmental Authority Applicable Laws and with counterparties believed by NORCAL’s management to be financially responsible at the time. All of such interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements are (assuming due authorization, execution and delivery by each other party thereto) legal, valid and binding obligations of PIC WISCONSIN NORCAL or any of the PIC WISCONSIN its Subsidiaries enforceable in accordance with their terms (except as may be limited by bankruptcy, fraudulent conveyance, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and are in full force and effect. PIC WISCONSIN NORCAL and each PIC WISCONSIN NORCAL Subsidiary have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued; and, to the best knowledge Knowledge of PIC WISCONSINNORCAL, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder.

Investments and Interest Rate Risk Management Instruments. (a) Except as set forth in Section 4.17(a) of the PIC WISCONSIN PICA Disclosure Schedule, PIC WISCONSIN PICA and each PIC WISCONSIN PICA Subsidiary have good and marketable title to are the record or beneficial owners of all of its investment securities held by it (except securities sold under repurchase agreements or held in any fiduciary or agency capacity), free and clear of any Lien. Such securities are permissible investments under all applicable laws and are valued on the books of PIC WISCONSIN PICA in accordance with SAPGAAP other than where the failure to be so valued has not had, or would not be reasonably expected to have, a Materially Adverse Effect. Section 4.17(a) of the PIC WISCONSIN PICA Disclosure Schedule sets forth a list of the securities which are in default in the payment of principal, interest or dividends or are which PICA has recorded as impaired to any material extent. PIC WISCONSIN PICA has provided to PRA a copy of the investment policies of PIC WISCONSIN PICA and the PIC WISCONSIN PICA Subsidiaries as of September June 30, 20052008. There has been no material change in investment policy of PIC WISCONSIN PICA and the PIC WISCONSIN PICA Subsidiaries or in the composition of the investments of PIC WISCONSIN PICA and the PIC WISCONSIN PICA Subsidiaries since September June 30, 20052008. (b) All interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements entered into for the account of PIC WISCONSIN PICA or any of the PIC WISCONSIN PICA Subsidiaries were entered into in the ordinary course of business and, to the best knowledge Knowledge of PIC WISCONSINPICA, in accordance with applicable rules, regulations and policies of any Governmental Authority Applicable Laws and with counterparties believed reasonably determined by PICA's management to be financially responsible at the time. All of such interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements are (assuming due power and authority of, and due execution and delivery by, the other parties thereto) legal, valid and binding obligations of PIC WISCONSIN PICA or any of the PIC WISCONSIN PICA Subsidiaries enforceable in accordance with their terms (except as may be limited by bankruptcy, fraudulent conveyance, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and are in full force and effect. PIC WISCONSIN PICA and each PIC WISCONSIN PICA Subsidiary have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued; and, to the best knowledge Knowledge of PIC WISCONSINPICA, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder.

Investments and Interest Rate Risk Management Instruments. (a) Except as set forth in Section 4.17(a5.17(a) of the PIC WISCONSIN NORCAL Disclosure Schedule, PIC WISCONSIN NORCAL and each PIC WISCONSIN NORCAL Subsidiary have good and marketable valid title to all securities held by it (except securities sold under repurchase agreements or held in any fiduciary or agency capacity), free and clear of any Lien. Such securities are permissible investments under all applicable laws Applicable Laws and are valued on the books of PIC WISCONSIN NORCAL or the applicable NORCAL Insurance Subsidiary in accordance with SAP. Section 4.17(a) To the Knowledge of the PIC WISCONSIN Disclosure Schedule sets forth a list NORCAL, none of the securities which are in default in the payment of principal, interest or dividends or are nor is impaired to any extent. PIC WISCONSIN NORCAL has provided to PRA a copy of the investment policies of PIC WISCONSIN NORCAL and the PIC WISCONSIN NORCAL Subsidiaries as of September June 30, 20052019. There has been no material change in investment policy of PIC WISCONSIN NORCAL and the PIC WISCONSIN NORCAL Subsidiaries or in the composition of the investments of PIC WISCONSIN NORCAL and the PIC WISCONSIN NORCAL Subsidiaries since September June 30, 2005.2019. 44 43126503 v1 (b) All Except as described in Section 5.17(b) of the NORCAL Disclosure Schedule, all interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements entered into for the account of PIC WISCONSIN NORCAL or any of the PIC WISCONSIN its Subsidiaries were entered into in the ordinary course of business and, to the best knowledge Knowledge of PIC WISCONSINNORCAL, in accordance with applicable rules, regulations business practices believed to be prudent by NORCAL management and policies of any Governmental Authority Applicable Laws and with counterparties believed by NORCAL’s management to be financially responsible at the time. All of such interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements are (assuming due authorization, execution and delivery by each other party thereto) legal, valid and binding obligations of PIC WISCONSIN NORCAL or any of the PIC WISCONSIN its Subsidiaries enforceable in accordance with their terms (except as may be limited by bankruptcy, fraudulent conveyance, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and are in full force and effect. PIC WISCONSIN NORCAL and each PIC WISCONSIN NORCAL Subsidiary have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued; and, to the best knowledge Knowledge of PIC WISCONSINNORCAL, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder.. 5.18

Investments and Interest Rate Risk Management Instruments. (a) Except as set forth in Section 4.17(a3.18(a) of the PIC WISCONSIN Eastern Disclosure Schedule, PIC WISCONSIN Eastern and each PIC WISCONSIN Eastern Subsidiary have good and marketable title to all securities held by it (except securities sold under repurchase agreements or held in any fiduciary or agency capacitycapacity or any securities lending arrangement), free and clear of any Lien, except to the extent such securities are pledged in the ordinary course of business consistent with prudent business practices to secure obligations of Eastern or any Eastern Subsidiary. Such securities are permissible investments under all applicable laws and are valued on the books of PIC WISCONSIN Eastern in accordance with GAAP and SAP. Section 4.17(a) of the PIC WISCONSIN Disclosure Schedule sets forth a list of the securities which are in default in the payment of principal, interest or dividends or are impaired to any extent. PIC WISCONSIN Eastern has provided to PRA ProAssurance a copy of the investment policies of PIC WISCONSIN Eastern and the PIC WISCONSIN Eastern Subsidiaries as of September 30December 31, 20052012. There has been no material change in investment policy of PIC WISCONSIN Eastern and the PIC WISCONSIN Eastern Subsidiaries or since December 31, 2012 and no changes in the composition of the investments of PIC WISCONSIN Eastern and the PIC WISCONSIN Eastern Subsidiaries have occurred since September 30December 31, 20052012, other than in the ordinary course of business. (b) All interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements entered into for the account of PIC WISCONSIN Eastern or any of the PIC WISCONSIN Subsidiaries an Eastern Subsidiary were entered into in the ordinary course of business and, to the best knowledge Knowledge of PIC WISCONSINEastern, in accordance with prudent business practice and applicable rules, regulations and policies of any Governmental Authority and with counterparties believed to be financially responsible at the time. All of such interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements are legal, valid and binding obligations of PIC WISCONSIN Eastern or any of the PIC WISCONSIN Subsidiaries an Eastern Subsidiary enforceable in accordance with their terms (except as may be limited by bankruptcy, fraudulent conveyance, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and are in full force and effect. PIC WISCONSIN Eastern and each PIC WISCONSIN Eastern Subsidiary have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued; and, to the best knowledge Knowledge of PIC WISCONSINEastern, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder.