Common use of Reinsurance Agreements Clause in Contracts

Reinsurance Agreements. (a) Section 3.15(a) of the Parent Disclosure Schedule sets forth a true, complete and correct list of all of the reinsurance, coinsurance or retrocession treaties, agreements, slips, binders, cover notes or other arrangements of any kind to which any of the Insurance Subsidiaries is a party and under which any of the Transferred Subsidiaries cede or assume any insurance business or under which any business otherwise remains reinsured as of the date of this Agreement and any related letters of credit, reinsurance trusts or other collateral arrangements (collectively, the “Reinsurance Agreements”). True, complete and correct copies of all of the Reinsurance Agreements have been made available to the Acquiror. (b) Neither the Company nor any of the Insurance Subsidiaries is in default in any material respect under any Reinsurance Agreement, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default in any material respect. Each Reinsurance Agreement is legal, valid, binding, enforceable against the applicable Insurance Subsidiary which is party and the counterparty thereto and in full force and effect in accordance with its terms, will continue to be legal, valid, binding and enforceable by the applicable Insurance Subsidiary that is a party thereto and in full force and effect on substantially comparable terms following the Closing (except for the Quota Share Agreement, which will be amended in accordance with Section 5.08(c)), except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by principles of equity regarding the availability of remedies. Since December 31, 2013, with respect to any Reinsurance Agreement, (i) no Insurance Subsidiary has received any written notice from any applicable reinsurer that any amount of reinsurance ceded by any of the Insurance Subsidiaries will be uncollectible or otherwise defaulted upon; (ii) there is no pending or to the Knowledge of the Parent, threatened dispute between any of the Insurance Subsidiaries and any reinsurer under any Reinsurance Agreement; (iii) each Insurance Subsidiary, as applicable, is entitled under the laws of its domiciliary jurisdiction or any other applicable Law to take credit in accordance with SAP on its Statutory Statements for all reinsurance and retrocessions ceded by it pursuant to any Reinsurance Agreement for which such Insurance Subsidiary is taking credit on its Statutory Statements, and all such amounts have been properly recorded in its books and records of account and are properly reflected in its Statutory Statements; (iv) to the Knowledge of the Parent there has been no separate written or oral agreement between such Insurance Subsidiary and the assuming reinsurer that is intended to, and would, in fact, reduce, limit or mitigate any loss to the parties under any such Reinsurance Agreement; and (v) each such Reinsurance Agreement satisfies the requisite risk transfer criteria necessary to obtain reinsurance accounting treatment under SAP.

Reinsurance Agreements. (a) Section 3.15(a2.21(a) of the Parent Seller Disclosure Schedule Letter sets forth a true, complete and correct list of all of the reinsuranceReinsurance Agreements and any related letters of credit, coinsurance or retrocession treaties, agreements, slips, binders, cover notes reinsurance trusts or other arrangements collateral arrangements. True, complete and correct copies of any kind to which any all of the Insurance Subsidiaries is a party and under which any of the Transferred Subsidiaries cede or assume any insurance business or under which any business otherwise remains reinsured as of the date of this Agreement Reinsurance Agreements and any related letters of credit, reinsurance trusts or other collateral arrangements (collectively, the “Reinsurance Agreements”). True, complete and correct copies of all of the Reinsurance Agreements have been made available to Buyer. No Reinsurance Agreement contains any provision providing that the Acquirorother party thereto may unilaterally terminate or otherwise modify such Reinsurance Agreement by reason of the transactions contemplated by this Agreement or any of the Ancillary Agreements, and no Reinsurance Agreement contains any provision which by its own terms would result in a modification in the operation of such Reinsurance Agreement by reason of the transactions contemplated by this Agreement or any of the Ancillary Agreements. To the Knowledge of Seller, no party to any Reinsurance Agreement is impaired such that a default thereunder would reasonably be expected. Each Insurance Subsidiary is entitled under applicable Law to take full credit in the Statutory Statements of such Insurance Subsidiary for all amounts recoverable by it pursuant to any Reinsurance Agreement to which it is a party. All collateral provided by any reinsurer in connection with any Reinsurance Agreement (i) is in a form permitting the applicable Insurance Subsidiary to take credit for reinsurance under the insurance laws and regulations of its state of domicile, (ii) if other than a letter of credit, is subject to a perfected security interest in favor of the applicable Insurance Subsidiary and (iii) is not subject to any Contract allowing that such collateral be reduced or diminished in any manner. (b) Neither the Company nor any of the Insurance Subsidiaries is in default in any material With respect under any to all Reinsurance Agreement, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default in any material respect. Each Reinsurance Agreement is legal, valid, binding, enforceable against the applicable Agreements for which each Insurance Subsidiary which is party taking credit on its most recent Statutory Statements or has taken credit on any Statutory Statements from and the counterparty thereto and in full force and effect in accordance with its termsafter January 1, will continue to be legal, valid, binding and enforceable by the applicable Insurance Subsidiary that is a party thereto and in full force and effect on substantially comparable terms following the Closing (except for the Quota Share Agreement, which will be amended in accordance with Section 5.08(c)), except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by principles of equity regarding the availability of remedies. Since December 31, 2013, with respect to any Reinsurance Agreement2007, (i) there has been no Insurance Subsidiary has received any written notice from any applicable reinsurer that any amount of reinsurance ceded by any of the Insurance Subsidiaries will be uncollectible or otherwise defaulted upon; (ii) there is no pending or to the Knowledge of the Parent, threatened dispute separate Contract between any of the Insurance Subsidiaries and any reinsurer under any Reinsurance Agreement; (iii) each Insurance Subsidiary, as applicable, is entitled under the laws of its domiciliary jurisdiction or any other applicable Law to take credit in accordance with SAP on its Statutory Statements for all reinsurance and retrocessions ceded by it pursuant to any Reinsurance Agreement for which such Insurance Subsidiary is taking credit on its Statutory Statements, and all such amounts have been properly recorded in its books and records of account and are properly reflected in its Statutory Statements; (iv) to the Knowledge of the Parent there has been no separate written or oral agreement between such Insurance Subsidiary and the assuming reinsurer that is intended to, and would, in fact, would under any circumstances reduce, limit limit, mitigate or mitigate otherwise affect any actual or potential loss to the parties under any such Reinsurance Agreement; and , other than inuring contracts that are explicitly defined in any such Reinsurance Agreement, (vii) for each such Reinsurance Agreement satisfies the requisite entered into, renewed, or amended on or after January 1, 1994, for which risk transfer criteria necessary is not reasonably considered to obtain be self-evident, documentation concerning the economic intent of the transaction and the risk transfer analysis evidencing the proper accounting treatment, as required by SSAP No. 62 or 62R, as applicable, is available for review by the Insurance Regulator for each of the Insurance Subsidiaries, (iii) each of the Insurance Subsidiaries complies and has complied from and after January 1, 2007 with all of the requirements applicable to the Reinsurance Agreements set forth in SSAP No. 62 or 62R, as applicable, and (iv) each of the Insurance Subsidiaries has and has had from and after January 1, 2007 appropriate controls in place to monitor the use of reinsurance accounting treatment under SAPand adhere to the risk transfer provisions of SSAP No. 62 or 62R, as applicable. (c) Through the Contracts or other arrangements listed in Section 2.21(c) of the Seller Disclosure Letter (the “OB Contracts”), OneBeacon Insurance Company (“OBIC”) has assumed or guaranteed and is fully and unconditionally obligated to pay any and all Liabilities of EIC, EPCIC and EICNJ, other than Liabilities relating to the operations of the EHI Business (all such Liabilities, the “OB Liabilities”).

Reinsurance Agreements. (ai) Section 3.15(a4(w)(i)(A) of the Parent Sellers Disclosure Schedule sets forth a true, complete and correct accurate list of all of the reinsurance, coinsurance or reinsurance and retrocession treaties, agreements, slips, binders, cover notes or other arrangements of any kind agreements to which any of the Insurance Subsidiaries Target is either a ceding or assuming party and under which any of the Transferred Subsidiaries cede or assume any insurance business or under which any business otherwise remains reinsured as of the date of this Agreement and any related letters of credit, reinsurance trusts or other collateral arrangements (collectively, the “Reinsurance Agreements”). True, complete true and correct copies of all of which have been made available to Buyer. All reinsurance premiums due under the Reinsurance Agreements have been made available to paid in full or were adequately accrued or reserved for by the Acquiror. (b) Neither the Company nor any of the Insurance Subsidiaries applicable Target. No Target is in default in and, to the Knowledge of Sellers, no other party to any material respect under any Reinsurance Agreement, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default in any material respect. Each Reinsurance Agreement is legalin default as to any provision of any such Reinsurance Agreement. Except as set forth in Section 4(w)(i)(B) of the Sellers Disclosure Schedule, validthere are no pending or, binding, enforceable against the applicable Insurance Subsidiary which is party and the counterparty thereto and in full force and effect in accordance with its terms, will continue to be legal, valid, binding and enforceable by the applicable Insurance Subsidiary that is a party thereto and in full force and effect on substantially comparable terms following the Closing (except for the Quota Share Agreement, which will be amended in accordance with Section 5.08(c)), except to the extent that enforceability thereof may be limited by applicable bankruptcyKnowledge of Sellers, insolvencythreatened, reorganization or other similar laws affecting creditors’ rights generally and by principles of equity regarding the availability of remedies. Since December 31, 2013, Actions with respect to any Reinsurance AgreementAgreements. Except as set forth in Section 4(w)(i)(C) of the Sellers Disclosure Schedule, each Target was entitled to take credit in its most recent Statutory Statement in accordance with SAP for that portion of such Reinsurance Agreement as to which credit was taken in such statements. The transactions contemplated by the Transaction Agreements will not affect the obligations (iif any) no Insurance Subsidiary of the other parties to the Reinsurance Agreements to make payments to the applicable Target party thereto. (ii) Except as set forth in Section 4(w)(ii) of the Sellers Disclosure Schedule, since January 1, 2011, none of Sellers nor any of their Affiliates (including the Targets) has received any written notice from any applicable reinsurer party to a Reinsurance Agreement or otherwise has reason to believe that any amount of reinsurance ceded by any of the Insurance Subsidiaries thereunder will be uncollectible or otherwise defaulted upon; . (iiiii) there is no pending or to the Knowledge Section 4(w)(iii) of the ParentSellers Disclosure Schedule sets forth a correct and complete list of all Liens, threatened dispute between collateral or security arrangements, including by means of a credit for reinsurance trust or letter of credit, to or for the benefit of any of the Insurance Subsidiaries and any reinsurer cedent under any Reinsurance Agreement; (iii) each Insurance Subsidiary, as applicable, is entitled under the laws of its domiciliary jurisdiction or any other applicable Law to take credit in accordance with SAP on its Statutory Statements for all reinsurance and retrocessions ceded by it pursuant to any Reinsurance Agreement for which such Insurance Subsidiary is taking credit on its Statutory Statements, and all such amounts have been properly recorded in its books and records of account and are properly reflected in its Statutory Statements; (iv) to the Knowledge of the Parent there has been no separate written or oral agreement between such Insurance Subsidiary and the assuming reinsurer that is intended to, and would, in fact, reduce, limit or mitigate any loss to the parties under any such Reinsurance Agreement; and (v) each such Reinsurance Agreement satisfies the requisite risk transfer criteria necessary to obtain reinsurance accounting treatment under SAP.

Reinsurance Agreements. (a) Section 3.15(a2.17(a) of the Parent Seller Disclosure Schedule sets forth a true, true and complete and correct list of all reinsurance or retrocession Contracts treaties or arrangements to which the Company is a party, under which the Company has assumed any insurance risk from other insurers or reinsurers and (i) under which the Company has any remaining liabilities or obligations or (ii) which is in effect without expiration, termination or commutation on the date hereof (each, an “Assumed Reinsurance Agreement”). (b) Section 2.17(b) of the reinsurance, coinsurance Seller Disclosure Schedule sets forth a true and complete list of all reinsurance or retrocession treatiescontracts, agreements, slips, binders, cover notes treaties or other arrangements of any kind to which any of the Insurance Subsidiaries Company is a party and party, under which any of the Transferred Subsidiaries cede or assume Company has ceded any insurance business risk to other insurers or under reinsurers and which any business otherwise remains reinsured as of is in effect without expiration, termination or commutation on the date of this Agreement and any related letters of credit, reinsurance trusts or other collateral arrangements hereof (collectivelytogether with the Assumed Reinsurance Agreements, the “Reinsurance Agreements”). True, complete and correct copies of all of the Reinsurance Agreements have been . (c) The Seller has made available to the Acquiror. (b) Neither Buyer a true and correct copy of each Reinsurance Agreement. With respect to Reinsurance Agreements under which the Company nor any has either gross ceded reserves or gross assumed reserves, as applicable, in excess of $2,000,000 (each, a “Material Reinsurance Agreement” and collectively, the “Material Reinsurance Agreements”), (i) each such Material Reinsurance Agreement constitutes a legal, valid and binding agreement of the Insurance Subsidiaries Company and, to the Knowledge of the Seller, each other party thereto (subject in each case to the Enforceability Exceptions), and is in full force and effect, and is enforceable in accordance with its terms against the Company and, to the Knowledge of the Seller, each other party thereto, (ii) except as set forth in Section 2.17(c) of the Seller Disclosure Schedule, neither the Company nor, to the Knowledge of the Seller, any other party thereto is (with or without notice or lapse of time or both) in default or breach in any material respect under the terms of, or since January 1, 2021 has provided or received any notice of any intention to terminate, any such Material Reinsurance Agreement, and there and, to the Knowledge of the Seller, no event or circumstance has not occurred any event that, with the notice or lapse of time or the giving of notice or both, would constitute such an event of default thereunder or result in a default in any material respect. Each Reinsurance Agreement is legal, valid, binding, enforceable against termination thereof or would cause or permit the applicable Insurance Subsidiary which is party and the counterparty thereto and in full force and effect in accordance with its terms, will continue to be legal, valid, binding and enforceable by the applicable Insurance Subsidiary that is a party thereto and in full force and effect on substantially comparable terms following the Closing (except for the Quota Share Agreement, which will be amended in accordance with Section 5.08(c)), except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization acceleration of or other similar laws affecting creditors’ rights generally and by principles changes of equity regarding the availability of remedies. Since December 31, 2013, with respect or to any Reinsurance Agreement, (i) no Insurance Subsidiary has received right or obligation or the loss of any written notice from any applicable reinsurer that any amount of reinsurance ceded by any of the Insurance Subsidiaries will be uncollectible or otherwise defaulted upon; (ii) there is no pending or to the Knowledge of the Parent, threatened dispute between any of the Insurance Subsidiaries benefit thereunder and any reinsurer under any Reinsurance Agreement; (iii) each Insurance Subsidiary, as applicable, is entitled under the laws of its domiciliary jurisdiction or any other applicable Law to take credit in accordance with SAP on its Statutory Statements for all reinsurance and retrocessions ceded by it pursuant to any Reinsurance Agreement for which such Insurance Subsidiary is taking credit on its Statutory Statements, and all such amounts have been properly recorded in its books and records of account and are properly reflected in its Statutory Statements; (iv) to the Knowledge of the Parent there Seller, the Company’s counterparty under each Material Reinsurance Agreement has been no separate written not informed the Company that the U.S. Internal Revenue Service has asserted, or oral agreement between such Insurance Subsidiary and the assuming reinsurer that is intended tothreatened to assert, and woulda deficiency, in fact, reduce, limit claim or mitigate any loss issue with respect to the parties determination of FET, if any, with respect to the premium paid or accrued under any such Material Reinsurance Agreement; and (v) each such Reinsurance Agreement satisfies the requisite risk transfer criteria necessary to obtain reinsurance accounting treatment under SAP.

Reinsurance Agreements. Schedule 4.22 lists, both (a) Section 3.15(a) as of the Parent Disclosure Schedule sets forth a true, complete date hereof and correct list of all (b) as of the reinsuranceClosing Date and immediately after giving effect to the Acquisition, coinsurance or retrocession treaties, agreements, slips, binders, cover notes or other arrangements of any kind each Reinsurance Agreement to which any of the Insurance Subsidiaries is a party party, indicates the other parties thereto and under which the term thereof and also designates those Reinsurance Agreements containing any provision requiring or permitting any increase in premiums thereunder as a result of losses incurred with respect to policies ceded (a "Premium Adjustment Provision"). Each such Reinsurance Agreement is in full force and effect; neither the Borrower nor any of its Insurance Subsidiaries or, to the Transferred knowledge of any Responsible Officer, any other party thereto, is in default under any such contract; and the Borrower has no reason to believe that the financial condition of any other party to any such contract is impaired such that a default thereunder by such party could reasonably be anticipated. Each such Reinsurance Agreement is qualified under all applicable Requirements of Law to receive the statutory credit assigned to such Reinsurance Agreement in the relevant Annual Statement or Quarterly Statement at the time prepared. Except as expressly shown to the contrary on Schedule 4.22, each Person to whom the Borrower or any of its Subsidiaries cede has ceded any liability pursuant to any Reinsurance Agreement has a rating of "A" or assume any insurance business or under which any business otherwise remains reinsured better by A.M. Best & Company. Schedule 4.22 also lists separately, both (a) as of the date of this Agreement hereof and any related letters of credit, reinsurance trusts or other collateral arrangements (collectively, the “Reinsurance Agreements”). True, complete and correct copies of all of the Reinsurance Agreements have been made available to the Acquiror. (b) Neither as of the Company nor Closing Date and immediately after giving effect to the Acquisition, each Reinsurance Agreement no longer in force to which any of the Insurance Subsidiaries is in default in was a party and under which, to the knowledge of any Responsible Officer, any material respect under any Reinsurance Agreement, and there has not occurred any event that, with the lapse of time benefits or the giving of notice or both, would constitute such a default in any material respect. Each Reinsurance Agreement is legal, valid, binding, enforceable against the applicable Insurance Subsidiary which is party and the counterparty thereto and in full force and effect in accordance with its terms, will continue to be legal, valid, binding and enforceable by the applicable Insurance Subsidiary that is a party thereto and in full force and effect on substantially comparable terms following the Closing (except for the Quota Share Agreement, which will be amended in accordance with Section 5.08(c)), except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by principles of equity regarding the availability of remedies. Since December 31, 2013, with respect to any Reinsurance Agreement, (i) no Insurance Subsidiary has received any written notice from any applicable reinsurer that any amount of reinsurance ceded by any of the Insurance Subsidiaries will be uncollectible or otherwise defaulted upon; (ii) there is no pending or to the Knowledge of the Parent, threatened dispute between any of the Insurance Subsidiaries and any reinsurer under any Reinsurance Agreement; (iii) each Insurance Subsidiary, as applicable, is entitled under the laws of its domiciliary jurisdiction or any other applicable Law to take credit in accordance with SAP on its Statutory Statements for all reinsurance and retrocessions ceded by it pursuant to any Reinsurance Agreement for which such Insurance Subsidiary is taking credit on its Statutory Statements, and all such amounts have been properly recorded in its books and records of account and are properly reflected in its Statutory Statements; (iv) to the Knowledge of the Parent there has been no separate written or oral agreement between such Insurance Subsidiary and the assuming reinsurer that is intended to, and would, in fact, reduce, limit or mitigate any loss to the parties under any such Reinsurance Agreement; and (v) each such Reinsurance Agreement satisfies the requisite risk transfer criteria necessary to obtain reinsurance accounting treatment under SAPliabilities remain outstanding.

Reinsurance Agreements. (a) Section 3.15(a2.1(v) of the Parent Seller's Disclosure Schedule sets forth a true, complete and correct list of all of the reinsurance, reinsurance and coinsurance or retrocession treatiestreaties and agreements (each, agreements, slips, binders, cover notes or other arrangements of any kind to which any of the Insurance Subsidiaries is a party and under which any of the Transferred Subsidiaries cede or assume any insurance business or under which any business otherwise remains reinsured "Reinsurance Agreement") in force as of the date of this Agreement to which the Company or any Subsidiary is a party, any terminated or expired treaty or agreement under which there remains any outstanding liability from one reinsurer with respect to paid or unpaid case reserves and any related letters treaty or agreement with any Affiliate of creditthe Company or any Subsidiary, reinsurance trusts the effective date of each such treaty or agreement, and the termination date of any treaty or agreement which has a definite termination date, the name of the ceding company, the name of the broker or other collateral arrangements intermediary (collectivelyif any), the “type of Reinsurance Agreements”)Agreement, the estimated premium for the year ended December 31, 2003 and the limit for the year ended December 31, 2003. True, complete and correct copies of all All of the Reinsurance Agreements have been made available are valid and enforceable against the Company and the Subsidiaries which are a party thereto and, to the Acquiror. (b) Neither knowledge of Sierra or the Seller, against the other parties thereto in accordance with their terms and are in full force and effect. The Company nor and the Subsidiaries have performed in all material respects all the obligations required to be performed by them under the Reinsurance Agreements and neither the Company, any Subsidiary nor, to the knowledge of Sierra or the Seller, any of the Insurance Subsidiaries other parties thereto is in breach or default in any material respect under any Reinsurance Agreement, and there has not occurred any event that, with . Except as set forth on Section 2.1(v) of the lapse of time or the giving of notice or both, would constitute such a default in any material respect. Each Reinsurance Agreement is legal, valid, binding, enforceable against the applicable Insurance Subsidiary which is party and the counterparty thereto and in full force and effect in accordance with its terms, will continue to be legal, valid, binding and enforceable by the applicable Insurance Subsidiary that is a party thereto and in full force and effect on substantially comparable terms following the Closing Seller's Disclosure Schedule (except for the Quota Share Agreement, which will be amended in accordance with Section 5.08(c)), except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by principles of equity regarding the availability of remedies. Since i) since December 31, 20132002, with respect to none of Sierra, the Seller, the Company or any Reinsurance Agreement, (i) no Insurance Subsidiary has received any written notice from any applicable reinsurer that any amount of reinsurance ceded by the Company or any of the Insurance Subsidiaries Subsidiary will be uncollectible or otherwise defaulted upon; , (ii) there is no pending or to the Knowledge best knowledge of Sierra, the Seller, the Company and the Subsidiaries, none of the Parent, threatened dispute between any reinsurers of the Insurance Company or any Subsidiary is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, (iii) to the knowledge of Sierra, the Seller, the Company and the Subsidiaries as of the date hereof, the financial condition of any such reinsurer is not impaired to the extent that a default thereunder is reasonably anticipated, (iv) to the knowledge of Sierra, the Seller, the Company and the Subsidiaries as of the date hereof, no written notice of intended cancellation has been received by the Company or any reinsurer Subsidiary from any such reinsurer, (v) to the knowledge of Sierra, the Seller, the Company and the Subsidiaries as of the date hereof, there are no disputes under any Reinsurance Agreement; Agreement and (iiivi) each Insurance Subsidiary, as applicable, of the Company and each Subsidiary is entitled under the insurance laws of its domiciliary their respective jurisdiction or any other applicable Law of incorporation to take full credit in accordance with SAP on its their respective Annual Statutory Statements for all reinsurance and retrocessions ceded amounts recoverable by it them pursuant to any Reinsurance Agreement for which such Insurance Subsidiary is taking credit on its Statutory StatementsAgreement, and all such amounts recoverable have been properly recorded in its the books and records of account of the Company and each Subsidiary, respectively, and are properly reflected in its their respective Annual Statutory Statements; (iv) to the Knowledge of the Parent there has been no separate written or oral agreement between such Insurance Subsidiary and the assuming reinsurer that is intended to, and would, in fact, reduce, limit or mitigate any loss to the parties under any such Reinsurance Agreement; and (v) each . No such Reinsurance Agreement satisfies contains any provision providing that any such party thereto (other than the requisite risk transfer criteria necessary to obtain reinsurance accounting treatment under SAPCompany or any Subsidiary) may terminate, cancel, or commute the same by reason of the transactions contemplated by this Agreement.

Reinsurance Agreements. (a) Section 3.15(a3.20(a) of the Parent Seller Disclosure Schedule sets forth a true, complete and correct list of all of the material reinsurance, coinsurance or retrocession treaties, agreements, slips, binders, cover notes or other and similar arrangements (including the Standard Reinsurance Agreement in effect on the date of any kind this Agreement relating to eligible multi-peril crop insurance business between Stonington and the FCIC) in force as of the date of this Agreement to which any of the Insurance Subsidiaries is a party and under as a cedent (each, a “Reinsurance Agreement”), the effective date of each such Reinsurance Agreement, the termination date of any Reinsurance Agreement which any has a definite termination date, the name of the Transferred Subsidiaries cede reinsurer and the name of the broker or assume any insurance business or under which any business otherwise remains reinsured other intermediary (if any). For the avoidance of doubt, a Reinsurance Agreement is “in force as of the date of this Agreement” if the term of the original risk period of such Reinsurance Agreement and any related letters remains in effect on the date of credit, reinsurance trusts or other collateral arrangements (collectively, the “Reinsurance Agreements”)this Agreement. True, complete and correct copies of all Each of the Reinsurance Agreements have been made available to the Acquiror. (b) Neither the Company nor any of the Insurance Subsidiaries is in default in any material respect under any Reinsurance Agreement, full force and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default in any material respect. Each Reinsurance Agreement is legal, valid, binding, effect and enforceable against the applicable Insurance Subsidiary which is party and the counterparty thereto and in full force and effect in accordance with its terms, will continue subject to be legal, valid, binding and enforceable by the applicable Insurance Subsidiary that is a party thereto and in full force and effect on substantially comparable terms following the Closing (except for the Quota Share Agreement, which will be amended in accordance with Section 5.08(c)), except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium, or other similar laws Laws affecting or relating to creditors’ rights generally generally, and by principles of equity regarding the availability of injunctive relief and other equitable remedies. Since December 31With respect to each Reinsurance Agreement, 2013none of the Insurance Subsidiaries or, to the Knowledge of Seller, any other Person, is in material breach or material default under such Reinsurance Agreement and, to the Knowledge of Seller, no event has occurred or condition exists that, with respect to the giving of notice or the lapse of time or both, would constitute a material breach or material default on the part of the Insurance Subsidiaries under any Reinsurance Agreement. To the Knowledge of Seller, since January 1, 2009, (i) no none of the Insurance Subsidiary Subsidiaries nor any of its Affiliates has received any written notice from any applicable reinsurer that any amount of reinsurance ceded by any of the Insurance Subsidiaries will be uncollectible or otherwise defaulted upon; upon and (ii) there is no pending or to the Knowledge of the Parent, threatened dispute between any each of the Insurance Subsidiaries and any reinsurer under any Reinsurance Agreement; (iii) each Insurance Subsidiary, as applicable, is entitled under the laws of its respective domiciliary jurisdiction or any other applicable insurance Law to take full credit in accordance with SAP on its Statutory Statements for all reinsurance and retrocessions ceded amounts recoverable by it pursuant to any Reinsurance Agreement for which such Insurance Subsidiary is taking credit on its Statutory Statements, and all such amounts have been properly recorded in its books and records of account and are properly reflected in its Statutory Statements; Agreement. (ivb) to the Knowledge Section 3.20(b) of the Parent there Seller Disclosure Schedule sets forth a complete and correct list of all material reinsurance, coinsurance or retrocession treaties, agreements, slips, binders, cover notes and similar arrangements in force as of the date of this Agreement to which any of the Insurance Subsidiaries is a party (excluding Intercompany Agreements) as an assuming reinsurer (each, an “Assumed Reinsurance Agreement”), the effective date of each such Assumed Reinsurance Agreement, the termination date of any Assumed Reinsurance Agreement which has been no separate written or oral agreement between such Insurance Subsidiary a definite termination date, the name of the cedent and the assuming reinsurer that is intended toname of the broker or other intermediary (if any). For the avoidance of doubt, and would, in fact, reduce, limit or mitigate any loss to the parties under any such Reinsurance Agreement; and (v) each such an Assumed Reinsurance Agreement satisfies is “in force as of the requisite date of this Agreement” if the term of the original risk transfer criteria necessary to obtain reinsurance accounting treatment under SAPperiod of such Assumed Reinsurance Agreement remains in effect on the date of this Agreement.

Reinsurance Agreements. (a) Section 3.15(a) of the Parent Disclosure Schedule sets forth a trueThe Applicant will not, complete and correct list of all of the reinsurance, coinsurance will not permit or retrocession treaties, agreements, slips, binders, cover notes or other arrangements of any kind to which cause any of the its Insurance Subsidiaries is to, (i) except for the Reinsurance Agreements existing on the Restatement Effective Date with the reinsurers set forth on Schedule 4.19, be or become a party and under which to any of the Transferred Subsidiaries cede or assume any insurance business or under which any business otherwise remains reinsured Reinsurance Agreement (whether in effect as of the date Restatement Effective Date or at any time thereafter) with any reinsurer not rated “A-”or better by A.M. Best &Company or an insurer financial strength rating of this Agreement “BBB+", or better, by Standard and any related letters Poor’s, unless (y) the aggregate amount of creditreinsurance recoverable due from such reinsurers with ratings below such level does not exceed $5,000,000, reinsurance trusts or other collateral arrangements (collectivelyz) such reinsurer has either (A) provided a letter of credit issued by a United States bank having a long term senior debt rating of “A”or better by Standard &Poor’s and Xxxxx’x, the “Reinsurance Agreements”). True, complete and correct copies of all in favor of the Reinsurance Agreements have been made available to the Acquiror. (b) Neither the Company nor any of the Insurance Subsidiaries is in default in any material respect under any Reinsurance Agreement, and there has not occurred any event that, with the lapse of time Applicant or the giving of notice or both, would constitute such a default in any material respect. Each Reinsurance Agreement is legal, valid, binding, enforceable against the applicable Insurance Subsidiary which is party in an amount equal to or greater than the obligations transferred pursuant to such Reinsurance Agreement, (B) placed the assets transferred by the Insurance Subsidiary pursuant to such Reinsurance Agreement in a trust with a fiduciary and the counterparty thereto and in full force and effect in accordance with its under terms, will continue including investment restrictions consistent with this Agreement, satisfactory to be legalthe Agent, valid, binding and enforceable by or (C) otherwise provided collateral in favor of the Applicant or the applicable Insurance Subsidiary in form and amount satisfactory to the Required Banks, (ii) enter into any Reinsurance Agreements, or make any amendment or modification to or waiver of any Reinsurance Agreements, that is would, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect, or (iii) be or become a party thereto and in full force and effect on substantially comparable terms following the Closing (except for the Quota Share Agreement, which will be amended in accordance with Section 5.08(c)), except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by principles of equity regarding the availability of remedies. Since December 31, 2013, with respect to any Surplus Relief Reinsurance Agreement if the increase in Consolidated Statutory Surplus as a result of or arising from such Surplus Relief Reinsurance Agreement, (i) no Insurance Subsidiary has received any written notice when added to the increase in Consolidated Statutory Surplus as a result of or arising from any applicable reinsurer that any amount of reinsurance ceded all other Surplus Relief Reinsurance Agreements theretofore entered into by any of the Insurance Subsidiaries will be uncollectible or otherwise defaulted upon; (ii) there is no pending or to the Knowledge of the Parent, threatened dispute between any of the Insurance Subsidiaries and any reinsurer under any Reinsurance Agreement; (iii) each Insurance Subsidiary, net of any surplus relief recaptured in respect of such Surplus Relief Reinsurance Agreements, exceeds the lesser of (y) ten percent (10%) of Consolidated Statutory Surplus as applicable, is entitled under the laws of its domiciliary jurisdiction or any other applicable Law to take credit in accordance with SAP on its Statutory Statements for all reinsurance and retrocessions ceded by it pursuant to any Reinsurance Agreement for which such Insurance Subsidiary is taking credit on its Statutory Statements, and all such amounts have been properly recorded in its books and records of account and are properly reflected in its Statutory Statements; (iv) to the Knowledge of the Parent there has been no separate written most recent fiscal year end, or oral agreement between such Insurance Subsidiary and the assuming reinsurer that is intended to, and would, in fact, reduce, limit or mitigate any loss to the parties under any such Reinsurance Agreement; and (vz) each such Reinsurance Agreement satisfies the requisite risk transfer criteria necessary to obtain reinsurance accounting treatment under SAP$45,000,000.

Reinsurance Agreements. (a) Section 3.15(a5.15(a) of the Parent Seller Disclosure Schedule sets forth a true, complete and correct list of all of the reinsuranceReinsurance Agreements and any related letters of credit, coinsurance or retrocession treaties, agreements, slips, binders, cover notes reinsurance trusts or other arrangements collateral arrangements. True, complete and correct copies of any kind to which any all of the Insurance Subsidiaries is a party and under which any of the Transferred Subsidiaries cede or assume any insurance business or under which any business otherwise remains reinsured as of the date of this Agreement Reinsurance Agreements and any related letters of credit, reinsurance trusts or other collateral arrangements (collectively, the “Reinsurance Agreements”). True, complete and correct copies of all of the Reinsurance Agreements have been made available to the AcquirorPurchaser Parties. (b) Neither Subject to the Company nor any receipt of the Insurance Subsidiaries Third Party Consents, (i) none of the CMG Companies is in default in any material respect under any Reinsurance Agreement, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default in any material respect. Each respect and (ii) each Reinsurance Agreement is legal, valid, binding, enforceable against the applicable Insurance Subsidiary CMG Company which is party and the counterparty thereto in accordance with its terms and in full force and effect in accordance with its terms, will continue to be legal, valid, binding and enforceable by the applicable Insurance Subsidiary that is a party thereto and in full force and effect on substantially comparable terms following the Closing (except for the Quota Share Agreement, which will be amended in accordance with Section 5.08(c))effect, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by principles of equity regarding the availability of remedies. Since December 31, 20132010, with respect to any Reinsurance AgreementAgreement pursuant to which a CMG Company has ceded any risk for which such CMG Company is taking credit on its most recent statutory financial statement, as of the date hereof, (i) no Insurance Subsidiary CMG Company has received any written notice from any applicable reinsurer that any amount of reinsurance ceded by any of the Insurance Subsidiaries CMG Companies will be uncollectible or otherwise defaulted upon; upon and (ii) there is no pending or to the Knowledge of the ParentSellers, threatened dispute between any of the Insurance Subsidiaries and any reinsurer under any Reinsurance Agreement; (iii) each Insurance SubsidiaryCMG Company, as applicable, is entitled under the laws of its domiciliary jurisdiction or any other applicable Law to take full credit in accordance with SAP on its Statutory Statements statutory financial statements for all reinsurance and retrocessions ceded by it pursuant to any Reinsurance Agreement for which such Insurance Subsidiary CMG Company is taking full credit on in its Statutory Statementsstatutory financial statements, and all such amounts have been properly recorded in its books and records of account and are properly reflected in its Statutory Statements; (iv) statutory financial statements. With respect to the Knowledge any Reinsurance Agreement pursuant to which any CMG Company has ceded any risk for which such CMG Company is taking credit on its most recent statutory financial statement, as of the Parent date hereof, (i) there has been no separate written or oral agreement between such Insurance Subsidiary CMG Company and the assuming reinsurer that is intended to, and would, in fact, reduce, limit or mitigate any loss to the parties under any such Reinsurance Agreement; Agreement and (vii) each to the Knowledge of the Sellers, such Reinsurance Agreement satisfies the requisite risk transfer criteria necessary to obtain reinsurance accounting treatment under SAPaccounting standards applicable to such CMG Company.

Reinsurance Agreements. (a) Section 3.15(a) 4.18 of the Parent Company Disclosure Schedule sets forth (i) a true, complete and correct list of all of the reinsurance, coinsurance or retrocession treaties, agreements, slips, binders, cover notes or other arrangements of any kind (including any Standard Reinsurance Agreement) to which any of the Insurance Subsidiaries Companies is a party and under which any of the Transferred Subsidiaries cede or assume any insurance business or under which any business otherwise remains reinsured that are in force as of the date of this Agreement (each, a “Reinsurance Agreement”), (ii) the effective date of each such Reinsurance Agreement, (iii) the termination date of any Reinsurance Agreement that has a definite termination date, the name of the reinsuring company or ceding company (as applicable) and any related letters (iv) the name of credit, reinsurance trusts the broker or other collateral arrangements (collectivelyintermediary, the “if any. A true and complete copy of each Reinsurance Agreements”)Agreement, including all amendments thereto, has been provided to Parent. True, complete and correct copies of all Each of the Reinsurance Agreements have been made available is valid and enforceable against the Insurance Company that is party to such agreement, and, to the Acquiror. (b) Neither Knowledge of the Company, against the other parties thereto in accordance with their terms, and is in full force and effect for the respective periods noted in Section 4.18 of the Company nor any of the Disclosure Schedule. The Insurance Subsidiaries is Companies are not in default in any material respect under as to any provision of any Reinsurance Agreement, and there has is no pending or, to the Knowledge of the Company, threatened dispute between any of the Insurance Companies and any reinsurer under any Reinsurance Agreement. Except as would not occurred be reasonably expected to, individually or in the aggregate, have a Material Adverse Effect, no consent is required from any event that, party to an existing Reinsurance Agreement in connection with the lapse of time or the giving of notice or both, would constitute transactions contemplated by this Agreement in order for such a default in any material respect. Each Reinsurance Agreement is legal, valid, binding, enforceable against the applicable Insurance Subsidiary which is party and the counterparty thereto and to remain in full force and effect in accordance with its terms, will continue to be legal, valid, binding and enforceable by the applicable Insurance Subsidiary that is a party thereto and in full force and effect on substantially comparable terms following the Closing (except for the Quota Share Agreement, which will be amended in accordance with Section 5.08(c)), except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by principles of equity regarding the availability of remedieseffect. Since December 31, 2013, with respect to any Reinsurance Agreement2006, (i) no Insurance Subsidiary neither the Company nor any of its Subsidiaries has received any written notice from any applicable reinsurer that any amount of reinsurance ceded by any of the Insurance Subsidiaries Companies will be uncollectible or otherwise defaulted upon; upon and (ii) there is no pending or to the Knowledge of the Parent, threatened dispute between any of the Insurance Subsidiaries and any reinsurer under any Reinsurance Agreement; (iii) each Insurance SubsidiaryCompany, as applicable, is entitled under the laws of its domiciliary jurisdiction Iowa Insurance Law or Canada Insurance Law or any other applicable Law to take full credit in accordance with SAP on its Statutory Statements for all reinsurance and retrocessions ceded by it pursuant to any Reinsurance Agreement for which such Insurance Subsidiary is taking credit on its Statutory StatementsAgreement, and all such amounts have been properly recorded in its books Books and records Records of account and are properly reflected in its Statutory Statements; . (ivb) With respect to the Knowledge any Reinsurance Agreement pursuant to which any Insurance Company has ceded any risk for which such Insurance Company is taking credit on its most recent Statutory Statement, as of the Parent date hereof, (i) there has been no separate written or oral agreement between such Insurance Subsidiary Company and the assuming reinsurer that is intended to, and would, in fact, reduce, limit or mitigate any loss to the parties under any such Reinsurance Agreement; Agreement and (vii) each such Reinsurance Agreement satisfies the requisite risk transfer criteria necessary to obtain reinsurance accounting treatment under SAPaccounting standards applicable to such Insurance Company.

Reinsurance Agreements. (a) Section 3.15(a3.1(ee) of the Parent Disclosure Schedule sets forth Memorandum is a true, true and complete and correct list of all reinsurance treaties and contracts applicable to the Company (whether as 30 ceding insurer or assuming reinsurer) or the Subsidiaries (individually, a "REINSURANCE AGREEMENT" and collectively, the "REINSURANCE AGREEMENTS"), copies of which have been delivered or made available to Parent. Each of the reinsurance, coinsurance Reinsurance Agreements is valid and binding in all material respects in accordance with its terms and is in full force and effect. None of the Reinsurance Agreements will terminate because of a change in control of the Company or retrocession treaties, agreements, slips, binders, cover notes or other arrangements of any kind to which any of the Subsidiaries. No other party to any Reinsurance Agreement has given notice to the Company or any of its Subsidiaries that intends to terminate or cancel any such Reinsurance Agreement as a result of the Merger or the contemplated operations of the Company or its Subsidiaries after the Merger is consummated, which termination or change would have a Material Adverse Effect on the Company. Any Subsidiary of the Company that has ceded reinsurance pursuant to any such Reinsurance Agreement is entitled to take full credit in its financial statements for all amounts recoverable (net of any reserve for collectibility under such Reinsurance Agreement) with such credit accounted for (i) pursuant to SAP, as a reduction of such Company's loss reserves, and (ii) pursuant to GAAP, as a reinsurance recoverable asset. (ff) QUICK-SURE AUTO AGENCY, INC. Quick-Sure Auto Agency, Inc. ("QUICK-SURE") is a Texas corporation owned 99% by Xxxx X. Xxxxxx, Xx. ("XXXXXX") and 1% by Xxxxxx Xxxxx ("Xxxxx"). There are outstanding (i) no shares of capital stock of Quick-Sure other than those shares held by Xxxxxx and Xxxxx; (ii) no securities of Quick-Sure convertible into or exchangeable for shares of capital stock of Quick-Sure or any other voting securities of Quick Sure; and (iii) no stock awards, options, warrants, calls, rights (including stock purchase or preemptive rights) commitments or agreements to which Quick-Sure is bound, in any case obligating Quick-Sure to issue, deliver, sell, purchase, redeem or acquire or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of its capital stock, any other voting securities or securities convertible into or exchangeable or exercisable for voting securities of Quick-Sure, or obligating Quick-Sure to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. Quick-Sure has appointed under a Local Recording Agent Agreement (the "LRA AGREEMENT") with Titan Insurance Services, Inc. ("TIS"), a subsidiary of Whitehall Insurance Agency of Texas, Inc. (a wholly owned subsidiary of the Company), to write insurance on behalf of TIS, and a true and correct copy of the LRA Agreement, including any amendments thereto, has been provided to the Parent. The LRA Agreement is terminable by TIS at any time in its sole discretion without any further liability or obligation to Quick-Sure. Except as set forth in Section 3.1(hh) of the Disclosure Memorandum, Quick-Sure does not engage in any business other than the writing of insurance policies on behalf of TIS and is not obligated by any material agreement or other obligation. TIS has an exclusive right to any renewals of policies written by Quick-Sure, and nothing in any producer agreement or other agreement to which Quick-Sure, the Company or any of the Company's Subsidiaries is a party provides to the contrary. The insurance written by Quick-Sure is placed with Home State County Mutual Insurance ("HOME STATE") pursuant to a Managing General Agent Agreement between Home State and under which TIS (the "MGA AGREEMENT"), and a true and correct copy of the MGA Agreement, including any amendments thereto, has been provided to the Parent. All operations of Quick-Sure have been conducted in accordance with the terms of the LRA Agreement and the MGA Agreement. All arrangements between Home State, Quick-Sure, and the Company and/or any of the Transferred its Subsidiaries cede are in compliance with all applicable laws and have received all necessary consents, approvals and authorizations from any required regulatory authorities or assume any insurance business or under which any business otherwise remains reinsured as third parties. (gg) Tri-West of the date New Mexico, LLC, a New Mexico limited liability company, Tri-West of this Agreement Indianapolis, LLC, an Indiana limited liability company, and any related letters Tri-West of creditFlorida, reinsurance trusts or other collateral arrangements LLC, a Florida limited liability company (collectively, the “Reinsurance Agreements”)"TRI-WEST AGENCIES") are each owned one-third by each of X.X. Xxxx, III, Xxxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxx. True, complete and correct copies of all of the Reinsurance Agreements have been made available to the Acquiror. (b) Neither the Company nor any of the Insurance Subsidiaries is in default in any material respect under any Reinsurance Agreement, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default in any material respect. Each Reinsurance Agreement is legal, valid, binding, enforceable against the applicable Insurance Subsidiary which is party and the counterparty thereto and in full force and effect in accordance with its terms, will continue to be legal, valid, binding and enforceable by the applicable Insurance Subsidiary that is a party thereto and in full force and effect on substantially comparable terms following the Closing (except for the Quota Share Agreement, which will be amended in accordance with Section 5.08(c)), except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by principles of equity regarding the availability of remedies. Since December 31, 2013, with respect to any Reinsurance Agreement, There are outstanding (i) no Insurance Subsidiary has received membership or other equity or voting interests of Tri-West Holdings, LLC ("TRI-WEST") or any written notice from any applicable reinsurer that any amount of reinsurance ceded by any of the Insurance Subsidiaries will be uncollectible or otherwise defaulted uponTri-West Agency, other than as set forth above; (ii) there is no pending or to the Knowledge securities of the Parent, threatened dispute between any of the Insurance Subsidiaries and any reinsurer under any Reinsurance Agreement; (iii) each Insurance Subsidiary, as applicable, is entitled under the laws of its domiciliary jurisdiction Tri-West Holdings or any other applicable Law to take credit in accordance with SAP on its Statutory Statements for all reinsurance and retrocessions ceded by it pursuant to any Reinsurance Agreement for which such Insurance Subsidiary is taking credit on its Statutory Statements, and all such amounts have been properly recorded in its books and records of account and are properly reflected in its Statutory Statements; (iv) to the Knowledge of the Parent there has been no separate written or oral agreement between such Insurance Subsidiary and the assuming reinsurer that is intended to, and would, in fact, reduce, limit or mitigate any loss to the parties under any such Reinsurance Agreement; and (v) each such Reinsurance Agreement satisfies the requisite risk transfer criteria necessary to obtain reinsurance accounting treatment under SAP.Tri-West 31

Reinsurance Agreements. (a) Section 3.15(aExcept as set forth on Schedule F to the Annual Statements for the Insurance Subsidiaries or, with respect to PXRE Ltd., as set forth in the annual report filed with Lloyd's, for the fiscal year ending December 31, 1998, and except as set forth on Schedule 4.19, there were no material liabilities outstanding as of June 30, 1999 under any Reinsurance Agreement and since June 30, 1999, except as previously disclosed in writing by PXRE Group to the Lenders pursuant to this Agreement, no Insurance Subsidiary has incurred any material liabilities under any Reinsurance Agreement that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Each such Reinsurance Agreement (except any Reinsurance Agreement that has expired by its terms in the ordinary course) is in full force and effect; none of the Parent Disclosure Schedule sets forth a trueInsurance Subsidiaries or, complete and correct list of all to the knowledge of the reinsuranceBorrower or the Guarantors, coinsurance any other party thereto, is in breach of or retrocession treaties, agreements, slips, binders, cover notes or other arrangements default under any such contract; and the Borrower has no reason to believe that the financial condition of any kind other party to which any such contract is impaired such that a default thereunder by such party could reasonably be anticipated. Each such Reinsurance Agreement (except any Reinsurance Agreement that has expired by its terms in the ordinary course) is qualified under all applicable Requirements of Law to receive the statutory credit assigned to such Reinsurance Agreement in the relevant Annual Statement or Quarterly Statement at the time prepared. Each Person to whom any of the Insurance Subsidiaries has ceded any material liability pursuant to any Reinsurance Agreement on the date hereof, other than Select Re, either (i) has a rating of "A-" or better by A.M. Best & Company, (ii) has a financial strength rating of "A-" or better by Standard & Poor's or Xxxxx'x, (iii) is a party and under which any syndicate that is operating as part of the Transferred Lloyd's insurance Market, and the Lloyd's insurance Market is rated "A-" or better by A.M. Best & Company or "A-" or better by Standard & Poors, (iv) has provided collateral in favor of the applicable Insurance Subsidiary of the type described in Schedule 4.19, or (v) has an aggregate amount of Net Amount Recoverable from Reinsurers for the Insurance Subsidiaries cede attributable to it (collectively with all other such Persons not described in clauses (i) through (iv) above) that is less than $5,000,000 as of the end of the most recent fiscal year, and an aggregate amount of Reinsurance Premiums Ceded by the Insurance Subsidiaries for the current fiscal year (or assume any insurance business portion thereof) to it (collectively with all other such Persons not described in clauses (i) through (iv) above) that is less than $10,000,000, or under which any business otherwise remains reinsured (vi) is a pooling arrangement composed solely of Persons who meet one of the requirements described in clauses (i) through (iv) above; and with respect to Select Re, (y) no more than $15,000,000 in Reinsurance Premiums Ceded is ceded to it by the Insurance Subsidiaries as of the date hereof and (z) the Borrower has submitted to the Agent recent financial statements of this Agreement and any related letters of creditSelect Re showing, reinsurance trusts or other collateral arrangements (collectively, to the “Reinsurance Agreements”). True, complete and correct copies of all satisfaction of the Reinsurance Agreements have Agent, that there has been made available to no Material Adverse Change in the Acquirorfinancial condition of Select Re. (b) Neither the Company nor any As of the Insurance Subsidiaries is in default in any material respect under any Reinsurance Agreementdate hereof, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default in any material respect. Each Reinsurance Agreement is legal, valid, binding, enforceable against the applicable Insurance Subsidiary which is party and the counterparty thereto and in full force and effect in accordance with its terms, will continue to be legal, valid, binding and enforceable by the applicable Insurance Subsidiary that is a party thereto and in full force and effect on substantially comparable terms following the Closing (except for the Quota Share Agreement, which will be amended in accordance with Section 5.08(c)), except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by principles of equity regarding the availability of remedies. Since December 31, 2013, with respect to any Reinsurance Agreement, (i) no Insurance Subsidiary has received is a ceding party to any written notice from any applicable reinsurer that any amount of reinsurance ceded by any of the Insurance Subsidiaries will be uncollectible or otherwise defaulted upon; (ii) there is no pending or to the Knowledge of the Parent, threatened dispute between any of the Insurance Subsidiaries and any reinsurer under any Surplus Relief Reinsurance Agreement; (iii) each Insurance Subsidiary, as applicable, is entitled under the laws of its domiciliary jurisdiction or any other applicable Law to take credit in accordance with SAP on its Statutory Statements for all reinsurance and retrocessions ceded by it pursuant to any Reinsurance Agreement for which such Insurance Subsidiary is taking credit on its Statutory Statements, and all such amounts have been properly recorded in its books and records of account and are properly reflected in its Statutory Statements; (iv) to the Knowledge of the Parent there has been no separate written or oral agreement between such Insurance Subsidiary and the assuming reinsurer that is intended to, and would, in fact, reduce, limit or mitigate any loss to the parties under any such Reinsurance Agreement; and (v) each such Reinsurance Agreement satisfies the requisite risk transfer criteria necessary to obtain reinsurance accounting treatment under SAP.

Reinsurance Agreements. (a) Section 3.15(a) of the Parent Disclosure Schedule sets forth a A true, complete and correct list of all of the reinsurance, coinsurance or retrocession treaties, agreements, slips, binders, cover notes or other arrangements of any kind to which any of the Insurance Subsidiaries is a party and under which any of the Transferred Subsidiaries cede or assume any insurance business or under which any business otherwise remains reinsured Reinsurance Agreements that are in effect as of the date hereof is set forth in Section 3.18 of this Agreement and any related letters of credit, reinsurance trusts or other collateral arrangements (collectively, the “Reinsurance Agreements”)Bermuda Holdco Disclosure Letter. True, complete and correct copies Copies of all of the such Reinsurance Agreements have previously been made available delivered to the Acquiror. (b) Neither the Company nor any Company. Except as set forth in Section 3.18 of the Insurance Subsidiaries is in default in any material respect under any Reinsurance AgreementBermuda Holdco Disclosure Letter, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default in any material respect. Each no Reinsurance Agreement is legal, valid, binding, enforceable against contains any provision providing that the applicable Insurance Subsidiary which is party and the counterparty thereto and in full force and effect in accordance with its terms, will continue to be legal, valid, binding and enforceable by the applicable Insurance Subsidiary that is a other party thereto and in full force and effect on substantially comparable terms following the Closing (except for the Quota Share Agreement, which will be amended in accordance with Section 5.08(c)), except to the extent that enforceability thereof may be limited terminate or otherwise modify such Reinsurance Agreement by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by principles of equity regarding the availability of remedies. Since December 31, 2013, with respect to any Reinsurance Agreement, (i) no Insurance Subsidiary has received any written notice from any applicable reinsurer that any amount of reinsurance ceded by any reason of the Insurance Subsidiaries will be uncollectible or otherwise defaulted upontransactions contemplated by this Agreement; (ii) there is no pending or Reinsurance Agreement contains any provision that by its own terms would result in a modification in the operation of such Reinsurance Agreement by reason of the transactions contemplated by this Agreement; to the Knowledge of Bermuda Holdco, Bermuda Holdco and its Subsidiaries have no reason to believe that all amounts due or coming due in the Parentfuture under each Reinsurance Agreement are not or will not be collectible in full in the ordinary course; to the Knowledge of Bermuda Holdco, threatened dispute between any of the Insurance Subsidiaries and any reinsurer under no party to any Reinsurance AgreementAgreement is impaired such that a default thereunder could reasonably be expected; (iii) each Insurance Subsidiary, as applicable, the Bermuda Insurer is entitled under the laws of its domiciliary jurisdiction or any other applicable Law to take full credit in accordance with SAP on its Statutory Statements for all reinsurance and retrocessions ceded amounts recoverable by it pursuant to any Reinsurance Agreement for under which such Insurance Subsidiary the Bermuda Insurer is taking credit on its Statutory Statementsthe cedent or retrocedent, and all such amounts have been properly recorded in the Books and Records; such Reinsurance Agreements transfer such risk as would be required for them to be properly accounted for as reinsurance; and all collateral provided by any reinsurer in connection with any such Reinsurance Agreement (i) is in a form permitting the Bermuda Insurer to take credit for reinsurance under the insurance Laws and regulations of its books jurisdiction of domicile, (ii) if other than a letter of credit, is subject to a perfected security interest in favor of the Bermuda Insurer, (iii) is not subject to any Contract allowing that such collateral be reduced or diminished in any manner and records of account and are properly reflected in its Statutory Statements; (iv) is sufficient to discharge the Knowledge obligations of such reinsurer under the Parent there has been no separate written or oral agreement between such Insurance Subsidiary and the assuming reinsurer that is intended to, and would, in fact, reduce, limit or mitigate any loss to the parties under any such related Reinsurance Agreement; and (v) each such Reinsurance Agreement satisfies the requisite risk transfer criteria necessary to obtain reinsurance accounting treatment under SAPAgreements.

Reinsurance Agreements. (a) Section 3.15(a) Except as set forth on Schedule F to the Annual Statements for the Insurance Subsidiaries for the fiscal year ending December 31, 2003 as updated by Schedule F to the June 30, 2004 financial statements, there are no material liabilities outstanding as of the Parent Disclosure Schedule sets forth a true, complete Closing Date under any Reinsurance Agreement. (i) Each Reinsurance Agreement is in full force and correct list of all effect; (ii) none of the reinsuranceInsurance Subsidiaries or, coinsurance to the knowledge of the Borrower, any other party thereto, is in breach of or retrocession treaties, agreements, slips, binders, cover notes or other arrangements default under any such contract; and (iii) the Borrower has no reason to believe that the financial condition of any kind other party to which any such contract is impaired such that a default thereunder by such party could reasonably be anticipated, except to the extent in the case of clauses (i), (ii) and (iii) immediately preceding where such failure to be in full force or effect or such breach or default could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Reinsurance Agreement is qualified under all applicable Requirements of Law to receive the statutory credit assigned to such Reinsurance Agreement in the relevant Annual or Quarterly Statement at the time prepared, except where the failure to be so qualified could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. Except as set forth on Schedule 5.18, each Person to whom any of the Insurance Subsidiaries is has ceded any material liability pursuant to any Reinsurance Agreement on the Closing Date either: (i) has a party and under which any rating of "A-" or better by A.M. Best or S&P or (ii) has 56 provided collateral in favor of the Transferred Subsidiaries cede or assume any insurance business or under which any business otherwise remains reinsured as applicable Insurance Subsidiary of the date of this Agreement type and any related letters of credit, reinsurance trusts or other collateral arrangements (collectively, the “Reinsurance Agreements”). True, complete and correct copies of all of the Reinsurance Agreements have been made available to the Acquirorin an amount described in Schedule 5.18. (b) Neither Except as set forth on Schedule 5.18, there are no Reinsurance Agreements or Insurance Agreements between the Company nor Borrower or any of its Subsidiaries and Affiliates (other than the Insurance Subsidiaries is in default in any material respect under any Reinsurance Agreement, Borrower and there has not occurred any event that, with the lapse its Subsidiaries.) (c) As of time or the giving of notice or both, would constitute such a default in any material respect. Each Reinsurance Agreement is legal, valid, binding, enforceable against the applicable Insurance Subsidiary which is party and the counterparty thereto and in full force and effect in accordance with its terms, will continue to be legal, valid, binding and enforceable by the applicable Insurance Subsidiary that is a party thereto and in full force and effect on substantially comparable terms following the Closing (except for the Quota Share AgreementDate, which will be amended in accordance with Section 5.08(c)), except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by principles of equity regarding the availability of remedies. Since December 31, 2013, with respect to any Reinsurance Agreement, (i) no Insurance Subsidiary has received any written notice from any applicable reinsurer that any amount of reinsurance ceded by any of the Insurance Subsidiaries will be uncollectible or otherwise defaulted upon; (ii) there is no pending or to the Knowledge of the Parent, threatened dispute between any of the Insurance Subsidiaries and any reinsurer reinsured obligations under any Surplus Relief Reinsurance Agreement; (iii) each Insurance Subsidiary, as applicable, is entitled under the laws of its domiciliary jurisdiction or any other applicable Law to take credit in accordance with SAP on its Statutory Statements for all reinsurance and retrocessions ceded by it pursuant to any Reinsurance Agreement for which such Insurance Subsidiary is taking credit on its Statutory Statements, and all such amounts have been properly recorded in its books and records of account and are properly reflected in its Statutory Statements; (iv) to the Knowledge of the Parent there has been no separate written or oral agreement between such Insurance Subsidiary and the assuming reinsurer that is intended to, and would, in fact, reduce, limit or mitigate any loss to the parties under any such Reinsurance Agreement; and (v) each such Reinsurance Agreement satisfies the requisite risk transfer criteria necessary to obtain reinsurance accounting treatment under SAP.

Reinsurance Agreements. Schedule 2.29 contains a complete and accurate list of (a) Section 3.15(aall in force reinsurance treaties, agreements or arrangements under which the Company has ceded, on an indemnity or assumption basis, any liabilities, obligations or losses (including liability for punitive or exemplary damages) of the Parent Disclosure Schedule sets forth a true, complete and correct list Company arising out of all of the reinsurance, coinsurance or retrocession treaties, agreements, slips, binders, cover notes or other arrangements of any kind relating to which any of the Insurance Subsidiaries is a party and under which any of the Transferred Subsidiaries cede or assume any insurance business risks, policies, contracts, endorsements or under which any business otherwise remains reinsured riders issued, accepted, written, assumed or bound by the Company as of the date hereof, regardless of whether such liabilities, obligations or losses are primary or secondary, direct or indirect, absolute or contingent, contractual or tortious, or otherwise, and regardless of whether such liabilities, obligations and losses arise before, on or after the Closing Date, and (b) all in force retrocession treaties, agreements or arrangements under which the Company has re-assumed any insurance liabilities previously ceded by the Company, on any basis whatsoever, to any other person or entity. Except as set forth on Schedule 2.29, no consent from any assuming insurer under any such reinsurance agreements is required in order for either Sellers or the Company to validly and effectively perform its obligations under this Agreement or for the Company to effectuate the transfer of the liabilities of the Company as contemplated herein. Furthermore, neither the execution of this Agreement nor the performance of any obligation or covenant herein shall adversely affect the Company's rights and interests in and to any related letters collateral, security interest, trust arrangement, letter of credit or other form of financial security established under such reinsurance agreements for the benefit of the Company. Other than as indicated in Schedule 2.29, each of the treaties, agreements and arrangements listed in Schedule 2.29, as well as each trust arrangement, letter of credit, reinsurance trusts guaranty or other collateral arrangements (collectivelyform of financial security which secures the obligations under such treaties, the “Reinsurance Agreements”). Trueagreements and arrangements, complete and correct copies of all of the Reinsurance Agreements have been made available to the Acquiror. (b) Neither the Company nor any of the Insurance Subsidiaries is in default in any material respect under any Reinsurance Agreement, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default in any material respect. Each Reinsurance Agreement is legal, valid, binding, enforceable against the applicable Insurance Subsidiary which is party and the counterparty thereto and in full force and effect and is valid and enforceable against the parties thereto, in accordance with its terms, will continue to be legal, valid, binding and enforceable by the applicable Insurance Subsidiary that is a party thereto and in full force and effect on substantially comparable terms following the Closing (except for the Quota Share Agreement, which will be amended in accordance with Section 5.08(c)), except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or reorganization, and other similar laws of general application affecting creditors’ the rights generally of creditors and by principles of equity regarding the availability of remedies. Since December 31, 2013, with respect to any Reinsurance Agreement, (i) no Insurance Subsidiary has received any written notice from any applicable reinsurer that any amount of reinsurance ceded by any of the Insurance Subsidiaries will be uncollectible or otherwise defaulted upon; (ii) there is no pending or to the Knowledge of the Parent, threatened dispute between any of the Insurance Subsidiaries and any reinsurer under any Reinsurance Agreement; (iii) each Insurance Subsidiary, as applicable, is entitled under the laws of its domiciliary jurisdiction or any other applicable Law to take credit in accordance with SAP on its Statutory Statements for all reinsurance and retrocessions ceded by it pursuant to any Reinsurance Agreement for which such Insurance Subsidiary is taking credit on its Statutory Statements, and all such amounts have been properly recorded in its books and records of account and are properly reflected in its Statutory Statements; (iv) to the Knowledge of the Parent there has been no separate written or oral agreement between such Insurance Subsidiary and the assuming reinsurer that is intended to, and would, in fact, reduce, limit or mitigate any loss to the secured parties under any such Reinsurance Agreement; and (v) each such Reinsurance Agreement satisfies the requisite risk transfer criteria necessary to obtain reinsurance accounting treatment under SAPgenerally.

Reinsurance Agreements. (a) Section 3.15(a) The Borrower will not, and will not permit or cause any of the Parent Disclosure Schedule sets forth a true, complete and correct list of all of the reinsurance, coinsurance or retrocession treaties, agreements, slips, binders, cover notes or other arrangements of any kind its Insurance Subsidiaries to which do any of the Insurance Subsidiaries is following: (i) be or become a party and under which to any of the Transferred Subsidiaries cede or assume any insurance business or under which any business otherwise remains reinsured Reinsurance Agreement (whether in effect as of the date Closing Date or at any time thereafter) with any reinsurer that both (1) is not rated "A-" or better by A.M. Best & Company and (2) does not have a claims paying ability rating of this Agreement "A-" or better by Standard & Poor's or Moody's (any such reinsurer, x "Xxting Deficient Reinsurer") unless such Rating Deficient Reinsurer has either (x) provided a letter of credit issued by a United States bank having a long term senior debt rating of "A" or better by Standard & Poor's and any related letters of creditMoody's, reinsurance trusts or other collateral arrangements (collectively, the “Reinsurance Agreements”). True, complete and correct copies of all in favor of the Reinsurance Agreements have been made available Borrowex xx xxe applicable Insurance Subsidiary in an amount equal to or greater than the Acquiror. (b) Neither the Company nor any of the Insurance Subsidiaries is in default in any material respect under any obligations transferred pursuant to such Reinsurance Agreement, and there has not occurred any event that, with (y) placed the lapse of time or assets transferred by the giving of notice or both, would constitute Insurance Subsidiary pursuant to such a default in any material respect. Each Reinsurance Agreement is legalin a trust with a fiduciary and under terms, validincluding investment restrictions consistent with this Agreement, bindingsatisfactory to the Agent, enforceable against or (z) otherwise provided collateral in favor of the Borrower or the applicable Insurance Subsidiary which in form and amount satisfactory to the Required Lenders; provided, however, that any Insurance Subsidiary may remain a party to a Reinsurance Agreement -------- ------- with a Rating Deficient Reinsurer that has not provided the collateral of the type described in clauses (x), (y) and (z) above (all such Ratings Deficient Reinsurers, collectively, the "Non-Approved Reinursers") provided that (A) as of the end of each fiscal year, the aggregate amount of the Net Amount -------- Recoverable from Reinsurers for the Insurance Subsidiaries attributable to all Non-Approved Reinsurers as of such year end is party not greater than $1,500,000, and (y) for each fiscal year (or portion thereof) ending with each fiscal quarter thereof, the counterparty thereto and in full force and effect in accordance with its terms, will continue to be legal, valid, binding and enforceable aggregate amount of Reinsurance Premiums Ceded by the applicable Insurance Subsidiary Subsidiaries during such fiscal year (or portion thereof) to all Non-Approved Reinsurers as of each such quarter ended is not greater than $1,500,000; (ii) enter into any Reinsurance Agreements, or make any amendment or modification to or waiver of any Reinsurance Agreements, that is would, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect; or (iii) be or become a party thereto and in full force and effect on substantially comparable terms following the Closing (except for the Quota Share Agreement, which will be amended in accordance with Section 5.08(c)), except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by principles of equity regarding the availability of remedies. Since December 31, 2013, with respect to any Surplus Relief Reinsurance Agreement if the increase in Combined Statutory and Capital Surplus as a result of or arising from such Surplus Relief Reinsurance Agreement, (i) no Insurance Subsidiary has received any written notice when added to the increase in Combined Statutory and Capital Surplus as a result of or arising from any applicable reinsurer that any amount of reinsurance ceded all other Surplus Relief Reinsurance Agreements theretofore entered into by any of the Insurance Subsidiaries will be uncollectible or otherwise defaulted upon; (ii) there is no pending or to the Knowledge of the Parent, threatened dispute between any of the Insurance Subsidiaries and any reinsurer under any Reinsurance Agreement; (iii) each Insurance Subsidiary, net of any surplus relief recaptured in respect of such Surplus Relief Reinsurance Agreements, exceeds ten percent (10%) of Combined Statutory and Capital Surplus as applicable, is entitled under the laws of its domiciliary jurisdiction or any other applicable Law to take credit in accordance with SAP on its Statutory Statements for all reinsurance and retrocessions ceded by it pursuant to any Reinsurance Agreement for which such Insurance Subsidiary is taking credit on its Statutory Statements, and all such amounts have been properly recorded in its books and records of account and are properly reflected in its Statutory Statements; (iv) to the Knowledge of the Parent there has been no separate written or oral agreement between such Insurance Subsidiary and the assuming reinsurer that is intended to, and would, in fact, reduce, limit or mitigate any loss to the parties under any such Reinsurance Agreement; and (v) each such Reinsurance Agreement satisfies the requisite risk transfer criteria necessary to obtain reinsurance accounting treatment under SAPmost recent fiscal year end.

Reinsurance Agreements. (a) Section 3.15(aExcept as set forth on Schedule F to the Annual Statements for the Insurance Subsidiaries or, with respect to PXRE Ltd., as set forth in the annual report filed with Lloyd's, for the fiscal year ending December 31, 1997, and except as set forth on SCHEDULE 4.19, there were no material liabilities outstanding as of September 30, 1998 under any Reinsurance Agreement and since September 30, 1998, except as previously disclosed in writing by the Borrower to the Lenders pursuant to this Agreement, no Insurance Subsidiary has incurred any material liabilities under any Reinsurance Agreement that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Each such Reinsurance Agreement (except any Reinsurance Agreement that has expired by its terms in the ordinary course) is in full force and effect; none of the Parent Disclosure Schedule sets forth a trueInsurance Subsidiaries or, complete and correct list of all to the knowledge of the reinsuranceBorrower, coinsurance any other party thereto, is in breach of or retrocession treaties, agreements, slips, binders, cover notes or other arrangements default under any such contract; and the Borrower has no reason to believe that the financial condition of any kind other party to which any such contract is impaired such that a default thereunder by such party could reasonably be anticipated. Each such Reinsurance Agreement (except any Reinsurance Agreement that has expired by its terms in the ordinary course) is qualified under all applicable Requirements of Law to receive the statutory credit assigned to such Reinsurance Agreement in the relevant Annual Statement or Quarterly Statement at the time prepared. Each Person to whom any of the Insurance Subsidiaries has ceded any material liability pursuant to any Reinsurance Agreement on the Closing Date, other than Select Re, either (i) has a rating of "A-" or better by A.M. Best & Company, (ii) has a financial strength rating of "A-" or better by Standard & Poor's or Xxxxx'x, (iii) is a party and under which any syndicate that is operating as part of the Transferred Lloyd's insurance Market, and the Lloyd's insurance Market is rated "A-" or better by A.M. Best & Company or "A-" or better by Standard & Poors, (iv) has provided collateral in favor of the applicable Insurance Subsidiary of the type described in SCHEDULE 4.19, or (v) has an aggregate amount of Net Amount Recoverable from Reinsurers for the Insurance Subsidiaries cede or assume any insurance business or under which any business otherwise remains reinsured attributable to it (collectively with all other such Persons not described in clauses (i) through (iv) above) that is less than $5,000,000 as of the date of this Agreement and any related letters of credit, reinsurance trusts or other collateral arrangements (collectively, the “Reinsurance Agreements”). True, complete and correct copies of all end of the most recent fiscal year, and an aggregate amount of Reinsurance Agreements have been made available Premiums Ceded by the Insurance Subsidiaries for the current fiscal year (or portion thereof) to it (collectively with all other such Persons not described in clauses (i) through (iv) above) that is less than $10,000,000, or (vi) is a pooling arrangement composed solely of Persons who meet one of the requirements described in clauses (i) through (iv) above; and with respect to Select Re, (y) no more than $15,000,000 in Reinsurance Premiums Ceded is ceded to it by the Insurance Subsidiaries as of the Closing Date and (z) the Borrower has submitted to the AcquirorAgent recent financial statements of Select Re showing, to the satisfaction of the Agent, that there has been no Material Adverse Change in the financial condition of Select Re. (b) Neither the Company nor any As of the Insurance Subsidiaries is in default in any material respect under any Reinsurance AgreementClosing Date, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default in any material respect. Each Reinsurance Agreement is legal, valid, binding, enforceable against the applicable Insurance Subsidiary which is party and the counterparty thereto and in full force and effect in accordance with its terms, will continue to be legal, valid, binding and enforceable by the applicable Insurance Subsidiary that is a party thereto and in full force and effect on substantially comparable terms following the Closing (except for the Quota Share Agreement, which will be amended in accordance with Section 5.08(c)), except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by principles of equity regarding the availability of remedies. Since December 31, 2013, with respect to any Reinsurance Agreement, (i) no Insurance Subsidiary has received is a ceding party to any written notice from any applicable reinsurer that any amount of reinsurance ceded by any of the Insurance Subsidiaries will be uncollectible or otherwise defaulted upon; (ii) there is no pending or to the Knowledge of the Parent, threatened dispute between any of the Insurance Subsidiaries and any reinsurer under any Surplus Relief Reinsurance Agreement; (iii) each Insurance Subsidiary, as applicable, is entitled under the laws of its domiciliary jurisdiction or any other applicable Law to take credit in accordance with SAP on its Statutory Statements for all reinsurance and retrocessions ceded by it pursuant to any Reinsurance Agreement for which such Insurance Subsidiary is taking credit on its Statutory Statements, and all such amounts have been properly recorded in its books and records of account and are properly reflected in its Statutory Statements; (iv) to the Knowledge of the Parent there has been no separate written or oral agreement between such Insurance Subsidiary and the assuming reinsurer that is intended to, and would, in fact, reduce, limit or mitigate any loss to the parties under any such Reinsurance Agreement; and (v) each such Reinsurance Agreement satisfies the requisite risk transfer criteria necessary to obtain reinsurance accounting treatment under SAP.