Common use of Reinsurance Clause in Contracts

Reinsurance. Except for risks wholly or partially retained by the applicable ARX Company, as outlined in Exhibit G, all insurance policies written by the Company and the Subsidiaries at any time, including all policies in effect on the date of this Agreement, and all policies issued by the Company or any of its Subsidiaries that have previously terminated or been terminated (including, without limitation, by cancellation, by nonrenewal, or by declining to offer or accept renewal) are, with respect to policies in effect on the date of this Agreement, or have been, with respect to policies that have terminated or been terminated, reinsured by substantial reinsurers (a) with a current Financial Strength rating of A- or better by A.M. Best Company or with a current Financial Strength rating of A- or better by Standard & Poor’s Financial Services or (b) that have fully collateralized their obligations. Exhibit G hereto contains a general description of the structure of the reinsurance programs maintained by the Company and its Subsidiaries (each, an “ARX Company”) since January 1, 2010, and a list of all Reinsurance Agreements to which any ARX Company is or has been a party since that date. Exhibit G sets forth, for each such Reinsurance Agreement, the name of each reinsurer thereunder, the term of the applicable Reinsurance Agreement, the termination date, if any, of the Reinsurance Agreement, the nature of the reinsurance provided, the risks reinsured, the amount or percentage of the risk reinsured (including any aggregate limits) and the amount or percentage of the risk retained by the applicable ARX Company and for each Reinsurance Agreement if a reinstatement is required. All of such Reinsurance Agreements have been duly executed and delivered, are, with respect to policies in effect on the date of this Agreement, in full force and effect, and are enforceable against each ARX Company and reinsurer that is a party thereto or bound thereby, subject to the Enforceability Exceptions. To the knowledge of the Company and each member of the Fasteau Group, none of the ARX Companies or any of the reinsurers under any such Reinsurance Agreement is currently in default under, or in violation of, any of the provisions of any such Reinsurance Agreement. None of such reinsurers has denied coverage or repudiated any of its obligations under any such Reinsurance Agreement or has given the Company or any Subsidiary notice, orally or in writing, of any alleged default or non-compliance thereunder or of any proposed termination, lapse, or material modification thereof, and none of the Reinsurance Agreements may lapse without notice to Company or a Subsidiary. The Company is not aware of any event, condition, occurrence or circumstance that could be deemed to be a default or event of default under any such Reinsurance Agreement, with the giving of notice, lapse of time or otherwise.

Reinsurance. Except for risks wholly Section 5.15 of the Seller Disclosure Schedule sets forth a complete and correct list of all reinsurance agreements to which PLICMI is a party, other than any such reinsurance agreement under which PLICMI is (a) the ceding company and (b) has gross ceded Reserves (calculated in accordance with SAP) of $1,000,000 or partially retained by the applicable ARX Companyless as of December 31, as outlined in Exhibit G2018 (each, all insurance policies written by the Company a “Reinsurance Agreement”). Seller has made available to Buyer a true and the Subsidiaries at any time, including all policies correct copy of each Reinsurance Agreement in effect on as of the date hereof. Each Reinsurance Agreement is a legal, valid and binding obligation of this AgreementPLICMI and, to the Knowledge of Seller, each other party thereto, and all policies issued is enforceable against PLICMI, and, to the Knowledge of Seller, each other party thereto, in accordance with its terms (except in each case as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, fraudulent conveyance or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, and subject to the Company limitations imposed by general equitable principles (whether or not such enforceability is considered in a proceeding at law or in equity)). Neither PLICMI nor, to the Knowledge of Seller, any of its Subsidiaries the other parties to any Reinsurance Agreement is in material default or material breach or has failed to perform any material obligation under any such reinsurance treaty or agreement, and, to the Knowledge of Seller, there does not exist any event, condition or omission that have previously terminated would constitute such a material breach or been terminated material default (including, without limitation, whether by cancellation, by nonrenewal, lapse of time or by declining notice or both). PLICMI has not received or given any notice from any party to offer any Reinsurance Agreement of any dispute or accept renewal) are, default with respect to policies such Reinsurance Agreement or notice of termination, recapture, rescission or acceleration. No reinsurer under any Reinsurance Agreement has sought to deny or limit coverage under any Reinsurance Agreement. All reinsurance premiums due under any such Reinsurance Agreements pursuant to which PLICMI cedes risk to a reinsurer have been paid in effect on full or were adequately accrued or reserved for by PLICMI. Except as set forth in Section 5.15 of the date Seller Disclosure Schedule, there are no pending or, to the Knowledge of this AgreementSeller, or have been, threatened Actions with respect to policies any Reinsurance Agreement. As of the date hereof, no party to any Reinsurance Agreement has given written notice that have terminated remains in effect (i) of cancellation, termination (provisional or been terminated, reinsured otherwise) or recapture in respect of any Reinsurance Agreement; (ii) that any amount of reinsurance ceded or assumed by substantial reinsurers (a) with a current Financial Strength rating of A- PLICMI pursuant to an Reinsurance Agreement will be uncollectible or better by A.M. Best Company or with a current Financial Strength rating of A- or better by Standard & Poor’s Financial Services otherwise defaulted upon or (biii) that have fully collateralized their obligationsthere is a dispute that is unresolved with respect to any material amounts recoverable or payable by PLICMI pursuant to such Reinsurance Agreement. Exhibit G hereto contains a general description of the structure of the reinsurance programs maintained by the Company and PLICMI is entitled to take credit in its Subsidiaries (eachFinancial Statements pursuant to applicable Insurance Laws for all reinsurance, an “ARX Company”) since January 1, 2010, and a list of all coinsurance or excess insurance ceded pursuant to any Reinsurance Agreements to which it is a party. Neither PLICMI nor, to the Knowledge of Seller, (A) any ARX Company reinsurer under any Reinsurance Agreement is insolvent or has been the subject of a party since rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, and, (B) the financial condition of any such reinsurer is not impaired to the extent that datea default thereunder is reasonably anticipated. Exhibit G sets forthThere are no entities, for each such other than the Acquired Companies, that have rights to access coverage under any ceded Reinsurance Agreement. Except as set forth in Section 5.15 of the Seller Disclosure Schedule, no Reinsurance Agreement contains any provision providing that PLICMI and the name other party thereto may terminate or modify such treaty or agreement by reason of each reinsurer thereunder(1) the Transactions, (2) a ratings downgrade of PLICMI below certain minimum ratings issued by a credit rating agency as set forth in the term Reinsurance Agreement or (3) a reduction of PLICMI’s Capital and Surplus below a certain level as set forth in the applicable Reinsurance Agreement, the termination date, if any, . Except as set forth in Section 5.15 of the Reinsurance AgreementSeller Disclosure Schedule, the nature of the reinsurance provided, the risks reinsured, the amount or percentage of the risk reinsured (including any aggregate limits) and the amount or percentage of the risk retained by the applicable ARX Company and for each no ceded Reinsurance Agreement if a reinstatement is required. All of such Reinsurance Agreements have been duly executed and delivered, are, requires PLICMI to retain any risk or liability in connection with respect to policies in effect on the date of this Agreement, in full force and effect, and are enforceable against each ARX Company and reinsurer that is a party thereto or bound thereby, subject to the Enforceability ExceptionsInsurance Contracts reinsured thereunder. To the knowledge Knowledge of the Company and each member of the Fasteau GroupSeller, none of the ARX Companies or any of the reinsurers under any such Reinsurance Agreement is currently in default under, or in violation of, any of the provisions of any such Reinsurance Agreement. None of such reinsurers has denied coverage or repudiated any of its obligations under any such Reinsurance Agreement or has given the Company or any Subsidiary notice, orally or in writing, of any alleged default or non-compliance thereunder or of any proposed termination, lapse, or material modification thereof, and none of the Reinsurance Agreements may lapse without notice to Company is or a Subsidiary. The Company is not aware of any event, condition, occurrence or circumstance that could would be deemed to be finite reinsurance, financial reinsurance or such other form of reinsurance that does not meet the risk transfer requirements under applicable Law. Section 5.15 of the Seller Disclosure Schedule sets forth a default list of all Liens, collateral or event security arrangements, including by means of default a credit for reinsurance trust or letter of credit, to or for the benefit of any cedent under any Reinsurance Agreement. With respect to any Insurance Contracts reinsured in whole or in part under any ceded Reinsurance Agreement, the underwriting standards and guidelines utilized and rates and rating factors applied by PLICMI conform in all material respects to the standards, rates and rating factors required pursuant to the terms of such Reinsurance Agreement, except where the failure to utilize such standards or guidelines or apply such rates or rating factors would not permit the assuming reinsurer to deny coverage for, force the recapture of, or otherwise terminate with respect to, a substantial portion of the giving of notice, lapse of time or otherwiseliabilities ceded under such Reinsurance Agreement.

Reinsurance. Except for risks wholly or partially retained by the applicable ARX Company, as outlined in Exhibit G, all insurance policies written by the Company and the Subsidiaries at any time, including all policies in effect on the date of this Agreement, and all policies issued by the Company or any of its Subsidiaries that have previously terminated or been terminated (including, without limitation, by cancellation, by nonrenewal, or by declining to offer or accept renewal) are, with respect to policies in effect on the date of this Agreement, or have been, with respect to policies that have terminated or been terminated, reinsured by substantial reinsurers (a) Section 5.17(a) of the Seller Disclosure Schedule sets forth a true and correct list of all reinsurance agreements (other than any such reinsurance agreement that is a Prior Disposition Agreement) to which any Acquired Company (or, solely to the extent relating to the HLA Insurance Contracts, HLA) is a party and has any material existing rights or material obligations (each, a “Reinsurance Agreement”) as of the date hereof. Seller has made available to Buyer a true and correct copy of each Reinsurance Agreement in effect as of the date hereof. Each Reinsurance Agreement is a legal, valid and binding obligation of the applicable Acquired Company party thereto or HLA, as applicable, and, to the Knowledge of Seller, each other party thereto, and is enforceable against the applicable Acquired Company party thereto or HLA, as applicable, and, to the Knowledge of Seller, each other party thereto, in accordance with its terms (except in each case as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, fraudulent conveyance or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, and subject to the limitations imposed by general equitable principles (whether or not such enforceability is considered in a current Financial Strength rating of A- proceeding at law or better by A.M. Best Company or with a current Financial Strength rating of A- or better by Standard & Poor’s Financial Services or in equity)). (b) that have fully collateralized their obligations. Exhibit G hereto contains a general description Except as set forth in Section 5.17(b) of the structure of the reinsurance programs maintained by the Company and its Subsidiaries (eachSeller Disclosure Schedule, an “ARX Company”) since January 1, 20102014, and a list neither the applicable Acquired Company or HLA, as applicable, nor, to the Knowledge of all Seller, any of the other parties to any Reinsurance Agreements to which any ARX Company Agreement is in material default or material breach or has been failed to perform any material obligation under any such reinsurance treaty or agreement, and, to the Knowledge of Seller, there does not exist any event, condition or omission that would constitute such a material breach or material default (whether by lapse of time or notice or both), nor have the applicable Acquired Companies, received or given any notice from any party since that date. Exhibit G sets forth, for each to any Reinsurance Agreement of any dispute or default with respect to such Reinsurance Agreement or notice of termination, recapture, rescission or acceleration. Except as set forth in Section 5.17(b) of the Seller Disclosure Schedule, no reinsurer under any Reinsurance Agreement has sought to deny or limit coverage under any Reinsurance Agreement. There are no pending or, to the Knowledge of Seller, threatened Actions with respect to any Reinsurance Agreement. No party to any Reinsurance Agreement has given written notice that remains in effect of termination (provisional or otherwise) or recapture in respect of any Reinsurance Agreement. There are no entities, other than the Acquired Companies (or, solely to the extent relating to the HLA Insurance Contracts, HLA), that have rights to access coverage under any Reinsurance Agreement. (c) No Reinsurance Agreement contains any provision providing that the applicable Insurance Company and the other party thereto may terminate or modify such treaty or agreement by reason of (i) the transactions contemplated by the Agreement or any Transaction Agreement, (ii) except as set forth in Section 5.17(c) of the name Seller Disclosure Schedule, a ratings downgrade of each reinsurer thereunder, the term relevant Insurance Company below certain minimum ratings issued by a credit rating agency as set forth in the Reinsurance Agreement or (iii) a reduction of the Insurance Company’s capital and surplus below a certain level as set forth in the applicable Reinsurance Agreement, the termination date, if any, of the Reinsurance Agreement, the nature of the reinsurance provided, the risks reinsured, the amount or percentage of the risk reinsured (including any aggregate limits) and the amount or percentage of the risk retained by the applicable ARX Company and for each Reinsurance Agreement if a reinstatement is required. All of such Reinsurance Agreements have been duly executed and delivered, are, with respect to policies in effect on the date of this Agreement, in full force and effect, and are enforceable against each ARX Company and reinsurer that is a party thereto or bound thereby, subject to the Enforceability Exceptions. To the knowledge of the Company and each member of the Fasteau Group, none of the ARX Companies or any of the reinsurers under any such Reinsurance Agreement is currently in default under, or in violation of, any of the provisions of any such Reinsurance Agreement. None of such reinsurers has denied coverage or repudiated any of its obligations under any such Reinsurance Agreement or has given the Company or any Subsidiary notice, orally or in writing, of any alleged default or non-compliance thereunder or of any proposed termination, lapse, or material modification thereof, and none of the Reinsurance Agreements may lapse without notice to Company or a Subsidiary. The Company is not aware of any event, condition, occurrence or circumstance that could be deemed to be a default or event of default under any such Reinsurance Agreement, with the giving of notice, lapse of time or otherwise.

Reinsurance. Except as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect, (a) the Corporation has appropriately taken credit in the Required Statements pursuant to Insurance Laws for risks wholly all reinsurance, coinsurance or partially retained by the applicable ARX Companyexcess insurance ceded pursuant to any reinsurance, as outlined in Exhibit Gcoinsurance, all excess insurance, ceding of insurance, assumption of insurance policies written by the Company and the Subsidiaries at any time, including all policies in effect on the date of this Agreement, and all policies issued by the Company or any of its Subsidiaries that have previously terminated or been terminated (including, without limitation, by cancellation, by nonrenewal, or by declining to offer or accept renewal) are, indemnification with respect to policies in effect on insurance or similar arrangements (the date of this Agreement, or have been, with respect “Reinsurance Contracts”) to policies that have terminated or been terminated, reinsured by substantial reinsurers (a) with which it is a current Financial Strength rating of A- or better by A.M. Best Company or with a current Financial Strength rating of A- or better by Standard & Poor’s Financial Services or party; (b) that have fully collateralized their obligations. Exhibit G hereto contains a general description none of the structure Corporation or, to the Knowledge of the reinsurance programs maintained Vendor, any counterparty to any Reinsurance Contract is (with or without notice or lapse of time or both) in default or breach under the terms of such Reinsurance Contract; (c) none of the Corporation or, to the Knowledge of the Vendor, any reinsurer under any Reinsurance Contract, is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar Proceeding and the financial condition of any such reinsurer is not impaired to the extent that a default thereunder is reasonably anticipated; and (d) no written notice of intended cancellation has been received by the Company and its Subsidiaries (each, an “ARX Company”) since January 1, 2010Corporation from any such reinsurer, and there are no disputes under any Reinsurance Contract. Each Reinsurance Contract is evidenced by a list signed agreement or treaty. The Corporation is in compliance, in all material respects, with all Applicable Law relating to reinsurance. The Corporation has performed in all material respects all of the obligations required to be performed by it and is entitled to all material benefits under the Reinsurance Agreements Contracts to which it is a party. The Corporation is entitled to take the amount of credit claimed in the Required Statements pursuant to Applicable Laws for all reinsurance and coinsurance ceded by it pursuant to any ARX Company is or has been a party since that dateReinsurance Contract. Exhibit G sets forth, for each such Reinsurance Agreement, the name of each reinsurer thereunder, the term of the applicable Reinsurance Agreement, the termination date, if any, All of the Reinsurance AgreementContracts will be given effect to as bona fide reinsurance treaties, with real transfer of risk for all accounting, Tax, regulatory and actuarial purposes. No side agreements or letters exist that alter any terms of any Reinsurance Contracts in any material respect. In the nature last three years, there has been no material change, including cancellation, commutation, recapture or re- pricing, to any Reinsurance Contract. Except as disclosed in Schedule 3.1(15), to the Knowledge of the reinsurance providedVendor, the risks reinsured, the amount there are no circumstances or percentage of the risk reinsured (including any aggregate limits) and the amount or percentage of the risk retained by the applicable ARX Company and for each Reinsurance Agreement if a reinstatement is required. All of such Reinsurance Agreements have been duly executed and delivered, are, with respect events which are likely to policies in effect on the date of this Agreement, in full force and effect, and are enforceable against each ARX Company and reinsurer that is a party thereto or bound thereby, subject lead to the Enforceability Exceptions. To cancellation or suspension of any Reinsurance Contract or to the knowledge of the Company and each member of the Fasteau Group, none of the ARX Companies or any of the reinsurers under any such Reinsurance Agreement is currently in default under, or in violation of, any of the provisions termination of any such Reinsurance Agreement. None of such reinsurers has denied coverage or repudiated any of its obligations Contract at a date earlier than the date otherwise provided under any such Reinsurance Agreement or has given the Company or any Subsidiary notice, orally or in writing, of any alleged default or non-compliance thereunder or of any proposed termination, lapse, or material modification thereof, and none of the Reinsurance Agreements may lapse without notice to Company or a Subsidiary. The Company is not aware of any event, condition, occurrence or circumstance that could be deemed to be a default or event of default under any such Reinsurance Agreement, with the giving of notice, lapse of time or otherwiseContract.

Reinsurance. Except for risks wholly or partially retained by the applicable ARX Company, as outlined in Exhibit G, all insurance policies written by the Company and the Subsidiaries at any time, including all policies in effect on the date of this Agreement, and all policies issued by the Company or any of its Subsidiaries that have previously terminated or been terminated (including, without limitation, by cancellation, by nonrenewal, or by declining to offer or accept renewal) are, with respect to policies in effect on the date of this Agreement, or have been, with respect to policies that have terminated or been terminated, reinsured by substantial reinsurers (a) with a current Financial Strength rating of A- or better by A.M. Best Company or with a current Financial Strength rating of A- or better by Standard & Poor’s Financial Services or (b) that have fully collateralized their obligations. Exhibit G hereto contains a general description Section 4.14 of the structure of the reinsurance programs maintained by the Company and its Subsidiaries (each, an “ARX Company”) since January 1, 2010, and Disclosure Letter contains a list of all Reinsurance Agreements reinsurance agreements and treaties in effect to which any ARX Company of the Company, ACIC or ASI is a party, including any terminated or has been a party since that date. Exhibit G sets forthexpired agreement or treaty under which there remains any outstanding liability in excess of five hundred thousand dollars ($500,000), for the effective date of each such Reinsurance Agreement, the name of each reinsurer thereunder, the term of the applicable Reinsurance Agreementagreement or treaty, the termination date of any agreement or treaty which has a definite termination date, if any, the renewal date and notice of renewal requirements for any agreement or treaty which has renewal rights. No side agreements or letters exist that alter any terms of any reinsurance agreements or treaties listed in Section 4.14 of the Reinsurance Agreement, the nature Disclosure Letter. (b) Each reinsurance transaction is evidenced by an appropriate signed agreement or treaty; no reinsurance transactions have been entered into by any of the reinsurance providedCompany, the risks reinsuredACIC or ASI since December 31, the amount or percentage 2009 other than ordinary course quota share cession of amounts in excess of any of the Company’s, ACIC’s or ASI’s risk reinsured (including retention in respect of newly written business, nor has any aggregate limits) and the amount or percentage of the risk retained by the applicable ARX Company and for each Reinsurance Agreement if a reinstatement is requiredCompany, ACIC or ASI authorized or agreed or otherwise become committed to enter into any such reinsurance transaction. All of such Reinsurance Agreements have been duly executed the Company’s, ACIC’s or ASI’s reinsurance agreements and deliveredtreaties are valid and binding obligations, areenforceable in accordance with their terms and will be given effect to as bona fide reinsurance agreements with real transfer of risk for all accounting, with respect to policies tax, regulatory and actuarial purposes. (c) Neither the Company, ACIC nor ASI is in effect on the date of this Agreementdefault under any reinsurance agreement or treaty, in full force and effect, and are enforceable against each ARX Company and has received notice from any reinsurer that it is a party thereto not in good standing thereunder or bound thereby, subject has failed to meet the Enforceability Exceptions. To the knowledge of the Company underwriting standards required for any business reinsured thereunder and each member of the Fasteau Group, none of the ARX Companies or there exists no material dispute between any of the reinsurers under any Company, ACIC or ASI and the other party or parties to such Reinsurance Agreement is currently agreements or treaties. All reinsurance premium payments due in default under, or in violation of, connection with the policies issued by any of the provisions Company, ACIC or ASI have been paid in full. There are no circumstances or events which are likely to lead to the cancellation, withdrawal or suspension of any such Reinsurance Agreementreinsurance agreement or treaty. None Neither the Company, ACIC nor ASI has waived any rights thereunder, and no default or breach exists in respect thereof on the part of such reinsurers has denied coverage or repudiated any of its obligations under any such Reinsurance Agreement or the other parties thereto and no event has given the Company or any Subsidiary noticeoccurred which, orally or in writing, of any alleged default or non-compliance thereunder or of any proposed termination, lapse, or material modification thereof, and none of the Reinsurance Agreements may lapse without notice to Company or a Subsidiary. The Company is not aware of any event, condition, occurrence or circumstance that could be deemed to be a default or event of default under any such Reinsurance Agreement, with after the giving of notice, notice or the lapse of time or both, would constitute such a default or breach. (d) Except as described in Section 4.14 of the Disclosure Letter, there are no circumstances or events which are likely to lead to the cancellation or suspension of any reinsurance agreement or treaty to which any of the Company, ACIC or ASI is a party in relation to the business or to the termination of any such agreement or treaty at a date earlier than the date otherwise provided under such agreement or treaty. (e) No reinsurance agreement or treaty contains: (i) any provision pursuant to which the other party or parties thereto are entitled to terminate such agreement or treaty by reason of the transactions contemplated by this Agreement; or (ii) any “sunset” or similar provision pursuant to which claims which would otherwise be covered by reinsurance will not be covered unless reported within a specified period of time or prior to a specified date nor, in respect of any reinsurance agreement or treaty, is any consent, approval, Licence, order, authorization, registration, declaration or filing required with any Governmental Entity having jurisdiction over any of the Company, ACIC or ASI in connection with the transactions contemplated by this Agreement. (f) With respect to each reinsurance agreement or treaty listed in Section 4.14 of the Disclosure Letter: (i) all benefits claimed by any of the Company, ACIC or ASI as a result of such agreement or treaty, whether established as an asset, reserve credit or otherwise, reflect obligations legally owed to such company under the terms of such agreement or treaty; and (ii) all amounts owing by any of the Company, ACIC or ASI under such agreements or treaties have been properly reflected as liabilities of such company on its books. (g) Since December 31, 2009, there has been no material change, including cancellation, commutation, recapture or repricing, to any reinsurance agreement or treaty to which any of the Company, ACIC or ASI is a party.

Reinsurance. Except for risks wholly or partially retained by the applicable ARX Company, as outlined in Exhibit G, all insurance policies written by the Company and the Subsidiaries at any time, including all policies in effect on the date of this Agreement, and all policies issued by the Company or any of its Subsidiaries that have previously terminated or been terminated (including, without limitation, by cancellation, by nonrenewal, or by declining to offer or accept renewal) are, with respect to policies in effect on the date of this Agreement, or have been, with respect to policies that have terminated or been terminated, reinsured by substantial reinsurers (a) with a current Financial Strength rating of A- or better by A.M. Best Company or with a current Financial Strength rating of A- or better by Standard & Poor’s Financial Services or (b) that have fully collateralized their obligations. Exhibit G hereto contains a general description Section 5.14 of the structure of the reinsurance programs maintained by the Company Seller Disclosure Schedule sets forth a true and its Subsidiaries (each, an “ARX Company”) since January 1, 2010, and a correct list of all Reinsurance Agreements reinsurance agreements to which any ARX Company is or has been a party since that date. Exhibit G sets forth, for each such Reinsurance Agreement, the name of each reinsurer thereunder, the term of the applicable Reinsurance Agreement, the termination date, if any, of the Reinsurance Agreement, the nature of the reinsurance provided, the risks reinsured, the amount or percentage of the risk reinsured (including any aggregate limits) and the amount or percentage of the risk retained by the applicable ARX Company and for each Reinsurance Agreement if a reinstatement is required. All of such Reinsurance Agreements have been duly executed and delivered, are, with respect to policies in effect on the date of this Agreement, in full force and effect, and are enforceable against each ARX Company and reinsurer that HLIKK is a party thereto and has any existing material rights or bound therebymaterial obligations, each of which treaties and agreements is a legal, valid and binding obligation of HLIKK and, to the Knowledge of Seller, each other party thereto, and is enforceable against HLIKK, and, to the Knowledge of Seller, each other party thereto, in accordance with its terms (except in each case as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, fraudulent conveyance or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, and subject to the Enforceability Exceptions. To the knowledge of the Company and each member of the Fasteau Group, none of the ARX Companies limitations imposed by general equitable principles (whether or any of the reinsurers under any not such Reinsurance Agreement enforceability is currently considered in default under, a proceeding at law or in violation ofequity)), and neither HLIKK nor, to the Knowledge of Seller, any of the provisions of other parties thereto is in material default or material breach or has failed to perform any such Reinsurance Agreement. None of such reinsurers has denied coverage or repudiated any of its obligations material obligation under any such Reinsurance Agreement reinsurance treaty or has given agreement, and, to the Company or any Subsidiary noticeKnowledge of Seller, orally or in writing, of any alleged default or non-compliance thereunder or of any proposed termination, lapse, or material modification thereof, and none of the Reinsurance Agreements may lapse without notice to Company or a Subsidiary. The Company is there does not aware of exist any event, condition, occurrence condition or circumstance omission that could be deemed to be would constitute such a material breach or material default or event of default under any such Reinsurance Agreement, with the giving of notice, (whether by lapse of time or otherwisenotice or both). Except as set forth in Section 5.14 of the Seller Disclosure Schedule, there are no pending or, to the Knowledge of Seller, threatened Actions with respect to any reinsurance treaties or agreements set forth on Section 5.14 of the Seller Disclosure Schedule. Neither HLIKK nor, to the Knowledge of Seller, any other Seller Party, has received any written notice from any reinsurer party to any such reinsurance treaty or agreement or from any agent, broker or reinsurance intermediary to the effect that (i) the financial condition of any reinsurer party to any such reinsurance treaty or agreement is materially impaired with the result that a default thereunder may reasonably be anticipated, (ii) there is a dispute with respect to any material amounts recoverable or payable by HLIKK pursuant to any such reinsurance treaty or agreement or (iii) any amount of reinsurance ceded by HLIKK will be uncollectible or otherwise defaulted upon. All reinsurance premiums due and payable under such reinsurance treaties or agreements have been paid in full.

Reinsurance. Except for risks wholly or partially retained by the applicable ARX Company, as outlined in Exhibit G, all insurance policies written by the Company and the Subsidiaries at any time, including all policies in effect on the date of this Agreement, and all policies issued by the Company or any of its Subsidiaries that have previously terminated or been terminated (including, without limitation, by cancellation, by nonrenewal, or by declining to offer or accept renewal) are, with respect to policies in effect on the date of this Agreement, or have been, with respect to policies that have terminated or been terminated, reinsured by substantial reinsurers (a) with a current Financial Strength rating of A- or better by A.M. Best Company or with a current Financial Strength rating of A- or better by Standard & Poor’s Financial Services or (b) that have fully collateralized their obligations. Exhibit G hereto contains a general description Section 3.18 of the structure of the reinsurance programs maintained by the Company Disclosure Schedule sets forth a true and its Subsidiaries (each, an “ARX Company”) since January 1, 2010, and a correct list of all Reinsurance Agreements to which any ARX Company the Insurance Subsidiary is or has been a party since that date. Exhibit G sets forth, for each such Reinsurance Agreement, the name of each reinsurer thereunder, the term as of the applicable Reinsurance Agreement, date hereof. The Company has made available to the termination date, if any, Parent a complete and correct copy of the Reinsurance Agreement, the nature of the reinsurance provided, the risks reinsured, the amount or percentage of the risk reinsured (including any aggregate limits) and the amount or percentage of the risk retained by the applicable ARX Company and for each Reinsurance Agreement if a reinstatement is required. All of such Reinsurance Agreements have been duly executed and delivered, are, with respect to policies in effect on as of the date hereof. Each Reinsurance Agreement is a legal, valid and binding obligation of this Agreementthe Insurance Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, and is enforceable against the Insurance Subsidiary party thereto, and each other party thereto, in full force and effectaccordance with its terms (except in each case as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, fraudulent conveyance or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, and are enforceable against each ARX Company and reinsurer that is a party thereto or bound thereby, subject to the Enforceability Exceptionslimitations imposed by general equitable principles (whether or not such enforceability is considered in a proceeding at law or in equity)). To Neither the Insurance Subsidiary nor, to the knowledge of the Company and each member of the Fasteau Group, none of the ARX Companies or any of the reinsurers under any such Reinsurance Agreement is currently in default under, or in violation ofCompany, any of the provisions of other parties to any such Reinsurance Agreement. None of such reinsurers has denied coverage or repudiated any of its obligations under any such Reinsurance Agreement is in material default or material breach or has given the Company or failed to perform any Subsidiary notice, orally or in writing, of any alleged default or non-compliance thereunder or of any proposed termination, lapse, or material modification thereof, and none of the Reinsurance Agreements may lapse without notice to Company or a Subsidiary. The Company is not aware of any event, condition, occurrence or circumstance that could be deemed to be a default or event of default obligation under any such Reinsurance Agreement, with the giving of noticeand there does not exist any event, condition or omission that would constitute such a material breach or material default (whether by lapse of time or notice or both), nor has the Insurance Subsidiary received or given any notice from any party to any Reinsurance Agreement of any dispute (including with respect to the determination of any non-guaranteed elements) or default with respect to such Reinsurance Agreement or notice of termination, recapture, rescission or acceleration. No reinsurer under any Reinsurance Agreement has sought to deny or limit coverage under any Reinsurance Agreement. There are no pending or threatened Actions with respect to any Reinsurance Agreement. No party to any Reinsurance Agreement has given written notice that remains in effect of termination (provisional or otherwise) or recapture in respect of any Reinsurance Agreement. (b) The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby to which the Company is a party, including the Merger, will not violate, or result in a right to terminate, recapture, rescind or modify, any Reinsurance Agreement or any coverage provided by any party thereto. (c) Section 3.18(c) of the Disclosure Schedule sets forth a list of all Liens, collateral or security arrangements, including by means of a credit for reinsurance trust or letter of credit, to or for the benefit of any cedant under any Reinsurance Agreement.

Reinsurance. Except for risks wholly or partially retained by the applicable ARX Company, as outlined in Exhibit G, all insurance policies written by the Company and the Subsidiaries at any time, including all policies in effect on the date of this Agreement, and all policies issued by the Company or any of its Subsidiaries that have previously terminated or been terminated (including, without limitation, by cancellation, by nonrenewal, or by declining to offer or accept renewal) are, with respect to policies in effect on the date of this Agreement, or have been, with respect to policies that have terminated or been terminated, reinsured by substantial reinsurers (a) Section 5.16(a) of the Seller Disclosure Schedule sets forth a true and correct list of all reinsurance agreements to which any Insurance Company is a party and has any material existing rights or material obligations (each, a “Reinsurance Agreement”) as of the date hereof. Seller has made available to Buyer a true and correct copy of each Reinsurance Agreement in effect as of the date hereof, other than any such agreement under which any Insurance Company has gross ceded reserves (calculated in accordance with SAP) of $10,000,000 or less as of the Balance Sheet Date. Each Reinsurance Agreement is a current Financial Strength rating legal, valid and binding obligation of A- the applicable Acquired Company party thereto and, to the Knowledge of Seller, each other party thereto, and is enforceable against the applicable Insurance Company party thereto and, to the Knowledge of Seller, each other party thereto, in accordance with its terms (except in each case as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, fraudulent conveyance or better other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, and subject to the limitations imposed by A.M. Best Company general equitable principles (whether or with not such enforceability is considered in a current Financial Strength rating of A- proceeding at law or better by Standard & Poor’s Financial Services or in equity)). (b) that have fully collateralized their obligations. Exhibit G hereto contains a general description Except as set forth in Section 5.16(b) of the structure of the reinsurance programs maintained by the Company and its Subsidiaries (eachSeller Disclosure Schedule, an “ARX Company”) since January 1, 20102018, and a list neither the applicable Insurance Company nor, to the Knowledge of all Seller, any of the other parties to any Reinsurance Agreements to which any ARX Company Agreement is in material default or material breach or has been failed to perform any material obligation under any such reinsurance treaty or agreement, and, to the Knowledge of Seller, there does not exist any event, condition or omission that would constitute such a material breach or material default (whether by lapse of time or notice or both), nor have the applicable Insurance Companies, received or given any notice from any party since that date. Exhibit G sets forth, for each to any Reinsurance Agreement of any dispute or default with respect to such Reinsurance Agreement or notice of termination, recapture, rescission or acceleration. Except as set forth in Section 5.16(b) of the Seller Disclosure Schedule, no reinsurer under any Reinsurance Agreement has sought to deny or limit coverage under any Reinsurance Agreement. There are no pending or, to the Knowledge of Seller, threatened Actions with respect to any Reinsurance Agreement. No party to any Reinsurance Agreement has given written notice that remains in effect of termination (provisional or otherwise) or recapture in respect of any Reinsurance Agreement. There are no entities, other than the Acquired Companies, that have rights to access coverage under any Reinsurance Agreement. (c) Except as set forth in Section 5.16(c) of the Seller Disclosure Schedule, no Reinsurance Agreement contains any provision providing that the applicable Insurance Company must post collateral or that the other party thereto may terminate or modify such treaty or agreement by reason of (i) the transactions contemplated by the Agreement or any Transaction Agreement, (ii) a ratings downgrade of the name relevant Insurance Company below certain minimum ratings issued by a credit rating agency as set forth in the Reinsurance Agreement or (iii) a reduction of each reinsurer thereunder, the term of Insurance Company’s capital and surplus below a certain level as set forth in the applicable Reinsurance Agreement. (d) As of December 31, the termination date2020, if anyeach Insurance Company was entitled under applicable Law and SAP to take full financial statement credit for all amounts for which such financial statement credit was taken as at December 31, 2020 of the Reinsurance Agreement, the nature of the reinsurance provided, the risks reinsured, the amount or percentage of the risk reinsured (including such Insurance Company for any aggregate limits) and the amount or percentage of the risk retained amounts recoverable by the applicable ARX such Insurance Company and for each pursuant to any Reinsurance Agreement if to which it was a reinstatement is required. All of such Reinsurance Agreements have been duly executed and delivered, are, with respect to policies in effect on the date of this Agreement, in full force and effect, and are enforceable against each ARX Company and reinsurer that is a party thereto or bound thereby, subject to the Enforceability Exceptions. To the knowledge of the Company and each member of the Fasteau Group, none of the ARX Companies or any of the reinsurers under any such Reinsurance Agreement is currently in default under, or in violation of, any of the provisions of any such Reinsurance Agreement. None of such reinsurers has denied coverage or repudiated any of its obligations under any such Reinsurance Agreement or has given the Company or any Subsidiary notice, orally or in writing, of any alleged default or non-compliance thereunder or of any proposed termination, lapse, or material modification thereof, and none of the Reinsurance Agreements may lapse without notice to Company or a Subsidiary. The Company is not aware of any event, condition, occurrence or circumstance that could be deemed to be a default or event of default under any such Reinsurance Agreement, with the giving of notice, lapse of time or otherwiseparty.

Reinsurance. Except for risks wholly or partially retained by Section 3.19 of the applicable ARX CompanyDisclosure Schedule sets forth a list, as outlined in Exhibit G, all insurance policies written by the Company and the Subsidiaries at any time, including all policies in effect on of the date of this Agreement, of (a) all treaties, agreements, slips, binders, cover notes or other similar arrangements of assumed and all policies issued by the ceded reinsurance of each Company or any of its Subsidiaries that have previously terminated or been terminated (including, without limitation, by cancellation, by nonrenewal, or by declining to offer or accept renewal) are, with respect to policies in effect on the date conduct of this Agreementthe Business and under which there remains any outstanding liability or reinsurance recoverable (such treaties, agreements, slips, binders, cover notes or have beenother arrangements, with respect to policies that have terminated or been terminated, reinsured by substantial reinsurers (athe “Reinsurance Agreements”) with a current Financial Strength rating of A- or better by A.M. Best Company or with a current Financial Strength rating of A- or better by Standard & Poor’s Financial Services or and (b) that have fully collateralized their obligations. Exhibit G hereto contains a general description of the structure of the reinsurance programs maintained by the Company and its Subsidiaries (each, an “ARX Company”) since January 1, 2010, and a list of all Reinsurance Agreements pending Actions related to which any ARX Company is or has been a party since that date. Exhibit G sets forth, for each such Reinsurance Agreement, the name . Copies of each reinsurer thereunder, the term of the applicable Reinsurance Agreement, the termination date, if any, of the Reinsurance Agreement, the nature of the reinsurance provided, the risks reinsured, the amount or percentage of the risk reinsured Agreement (including any aggregate limitsamendments thereof) and have been delivered by the amount or percentage Seller to the Acquiror as of the risk retained by the applicable ARX Company and for each Reinsurance Agreement if a reinstatement is requireddate hereof. All of such The Reinsurance Agreements have been duly executed and delivered, are, with respect to policies in effect on the date of this Agreement, are in full force and effect, and are enforceable against each ARX effect in accordance with their terms. Neither Company and reinsurer that is a party thereto has breached any material provision of any Reinsurance Agreement or bound thereby, subject failed to meet the Enforceability Exceptionsunderwriting standards required for any business reinsured thereunder. To the knowledge Knowledge of Seller, no other party to any Reinsurance Agreement is in default thereunder and no other party to any Reinsurance Agreement is the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding. None of the Seller or its Affiliates has received any notice to the effect that the financial condition of any other party to any Reinsurance Agreement is impaired with the result that a default thereunder may reasonably be anticipated, whether or not such default may be cured by the operation of any offset clause in such agreement. With respect to each Reinsurance Agreement, (i) there has been no separate agreement between any Company and each member of the Fasteau Group, none of the ARX Companies or any of the reinsurers under any other party to such Reinsurance Agreement is currently in default under, or in violation of, any of the provisions of any such Reinsurance Agreement. None of such reinsurers has denied coverage or repudiated any of its obligations that would under any such Reinsurance Agreement circumstances reduce, limit, mitigate or has given otherwise affect any actual or potential loss to the Company or any Subsidiary notice, orally or in writing, of any alleged default or non-compliance thereunder or of any proposed termination, lapse, or material modification thereof, and none of the Reinsurance Agreements may lapse without notice to Company or a Subsidiary. The Company is not aware of any event, condition, occurrence or circumstance that could be deemed to be a default or event of default parties under any such Reinsurance Agreement, (ii) for each such Reinsurance Agreement for which risk transfer is not reasonably considered to be self-evident to the extent required by any applicable provisions of Statement of Statutory Accounting Principal No. 61R or similar principal (“SSAP No. 61R”), applicable SAP or any applicable Law, documentation concerning the economic intent of the transaction and the risk transfer analysis evidencing the proper accounting treatment is available for review by the relevant Governmental Authority for the Company, (iii) the Company that is a party thereto, and to the Knowledge of Seller, any other party thereto, complies and has complied with all applicable requirements set forth in SSAP No. 61R, applicable SAP and applicable Law with respect to such Reinsurance Agreement and (iv) the Company has appropriate controls in place to monitor the use of reinsurance and comply with the giving provisions of noticeSSAP No. 61R, lapse of time or otherwiseapplicable SAP and applicable Law.