Common use of Reinsurance Clause in Contracts

Reinsurance. (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 proceeding at law or in equity)). (b) Except as set forth in Section 5.17(b) of the Seller Disclosure Schedule, since January 1, 2014, neither the applicable Acquired Company or HLA, as applicable, nor, to the Knowledge of Seller, any of 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 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 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 Seller Disclosure Schedule, a ratings downgrade of the 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.

Reinsurance. (a) Section 5.17(a3.15(a)(i) of the Seller Disclosure Schedule Letter sets forth a true true, correct and correct complete 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 Contracts in effect as of the date hereof. The Parent has delivered or made available to the Acquiror, prior to the date hereof, true, correct and complete copies of each Reinsurance Contract. Each Reinsurance Agreement Contract is in full force and effect and is a legal, valid and binding obligation of the applicable Acquired Insurance Company that is a party thereto or HLA, as applicable, and, to the Knowledge of Sellerthe Parent, each other party thereto, and to such Reinsurance Contract. Each Reinsurance Contract is enforceable against the applicable Acquired Insurance Company that is a party thereto or HLA, as applicable, and, to the Knowledge of Sellerthe Parent, each such other party theretoparty, in accordance with its terms (except subject in each case as may be limited by to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium, rehabilitation, liquidation, fraudulent conveyance conveyance, preferential transfer or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generallyand remedies generally and subject, and subject as to enforceability, to the limitations imposed by effect of general equitable principles (regardless of whether or not such enforceability enforcement is considered sought in a proceeding in equity or at law or in equitylaw)). (b) Except as set forth in Section 5.17(b) of the Seller Disclosure Schedule, since January 1, 2014, neither the applicable Acquired . No Insurance Company or HLA, as applicable, northat is a party to a Reinsurance Contract or, to the Knowledge of Sellerthe Parent, any of the other parties party to any such Reinsurance Agreement Contract is in material default or material breach or has failed to perform any material obligation under any of such reinsurance treaty or agreementReinsurance Contract, and, to the Knowledge of Seller, and there does not exist any event, condition or omission that would constitute such a material breach default or material default breach (whether by with or without the giving of notice or lapse of time or notice time, or both)) or that would permit the termination, nor have the applicable Acquired Companies, received cancellation or given any notice from any party to any Reinsurance Agreement acceleration of performance 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) material obligation 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 Insurance Company or, to the Knowledge of Sellerthe Parent, threatened Actions with respect to any Reinsurance Agreement. No other party to such Reinsurance Contract. None of the Insurance Companies has received 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 material default under any Reinsurance Agreement. (cContract. Except as set forth on Section 3.15(a)(ii) No of the Seller Disclosure Letter, no Reinsurance Agreement Contract contains any provision providing that the applicable Insurance Company and the any such other party thereto may terminate terminate, cancel, modify or modify such treaty or agreement commute the same by reason of (i) the transactions contemplated by the Agreement Transaction Agreements. (b) Since March 31, 2007, none of the Parent, any of the Sellers, any of the Companies, or any Transaction Agreementof the Transferred Subsidiaries has received any written notice from any other party to a Reinsurance Contract (i) that the financial condition of such other party to any Reinsurance Contract is impaired with the result that a default thereunder may reasonably be anticipated, or (ii) except as set forth in Section 5.17(c) that any amount of the Seller Disclosure Schedule, a ratings downgrade of the relevant Insurance Company below certain minimum ratings issued reinsurance ceded by a credit rating agency as set forth in the Reinsurance Agreement or (iii) a reduction any of the Insurance Company’s capital and surplus below a certain level as set forth in the applicable Reinsurance AgreementCompanies to such other party will be uncollectible or otherwise defaulted upon.

Reinsurance. (a) Section 5.17(a3.15(a) of the Seller Disclosure Schedule Letter sets forth a true true, correct and correct complete 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 Contracts in effect as of the date hereof. The Seller has delivered or made available to the Acquiror, prior to the date hereof, true, correct and complete copies of each Reinsurance Contract. Each Reinsurance Agreement Contract is in full force and effect and is a legal, valid and binding obligation of the applicable Acquired Insurance Company that is a party thereto or HLA, as applicable, and, to the Knowledge of the Seller, each other party thereto, and to such Reinsurance Contract. Each Reinsurance Contract is enforceable against the applicable Acquired Insurance Company that is a party thereto or HLA, as applicable, and, to the Knowledge of the Seller, each such other party theretoparty, in accordance with its terms (except subject in each case as may be limited by to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium, rehabilitation, liquidation, fraudulent conveyance conveyance, preferential transfer or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generallyand remedies generally and subject, and subject as to enforceability, to the limitations imposed by effect of general equitable principles (regardless of whether or not such enforceability enforcement is considered sought in a proceeding in equity or at law or in equitylaw)). (b) Except as set forth in Section 5.17(b) of the Seller Disclosure Schedule, since January 1, 2014, neither the applicable Acquired . No Insurance Company or HLA, as applicable, northat is a party to a Reinsurance Contract or, to the Knowledge of the Seller, any of the other parties party to any such Reinsurance Agreement Contract is in material default or material breach or has failed to perform any material obligation under any of such reinsurance treaty or agreementReinsurance Contract, and, to the Knowledge of Seller, and there does not exist any event, condition or omission that would constitute such a material breach default or material default breach (whether by with or without the giving of notice or lapse of time or notice time, or both)) or that would permit the termination, nor have the applicable Acquired Companies, received cancellation or given any notice from any party to any Reinsurance Agreement acceleration of performance 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) material obligation 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 Insurance Company or, to the Knowledge of the Seller, threatened Actions with respect any other party to such Reinsurance Contract. None of the Company or the Transferred Subsidiaries has received any written notice of any material default under any Reinsurance AgreementContract. No Except as set forth on Section 3.15(a) of the Seller Disclosure Letter, no Reinsurance Contract contains any provision providing that any such other party thereto may terminate, cancel, modify or commute the same by reason of the transactions contemplated by the Transaction Agreements. (b) Since January 1, 2007, none of the Parent, the Seller, the Company, or any of the Transferred Subsidiaries has received any written notice from any other party to a Reinsurance Contract (i) that the financial condition of such other party to any Reinsurance Agreement has given written notice Contract is impaired with the result that remains in effect a default thereunder may reasonably be anticipated, or (ii) from any applicable reinsurer that any amount of termination (provisional reinsurance ceded by any of the Insurance Companies will be uncollectible or otherwiseotherwise defaulted upon. Except as set forth on Section 3.15(b) of the Seller Disclosure Letter or recapture in as reflected on Schedule S of the Statutory Statements for the quarterly period ended September 30, 2009, as of September 30, 2009, each of the Insurance Companies was able to obtain full reserve credit for financial statement purposes under applicable SAP with respect to the liabilities ceded under each of any the Reinsurance Agreement. There are no entities, other than the Acquired Companies (or, solely Contracts to the extent relating SAP is applicable thereto. Since September 30, 2009, there has not been any material change in the ability of the Insurance Companies to the HLA Insurance Contractsobtain, HLA)if so desired, that have rights to access coverage full reserve credit for financial statement purposes under any Reinsurance Agreementapplicable SAP for such liabilities. (c) No With respect to all Reinsurance Agreement contains Contracts for which any provision providing that the applicable Insurance Company is taking credit on its most recent Statutory Statements or has taken credit on any Statutory Statement from and after January 1, 2007 to the other party thereto may terminate or modify such treaty or agreement extent required by reason of applicable Law and SAP, (i) there has been no separate Contract between any of the transactions contemplated by Insurance Companies and the Agreement assuming reinsurer that would under any circumstances limit, reduce, mitigate or otherwise affect in any Transaction Agreementmaterial respect any actual or potential loss to the parties under any such Reinsurance Contract, other than insuring contracts that are explicitly defined in any such Reinsurance Contract, (ii) except as for each such Reinsurance Contract entered into, renewed or amended on or after January 1, 2007, for which risk transfer is not reasonably considered to be self-evident, documentation concerning the economic intent of the transaction and the risk transfer analysis evidencing the proper accounting treatment is available for review by the Domiciliary Regulator for each of the Insurance Companies, including the proper accounting treatment required by SSAP No. 61 or similar risk transfer requirements applicable to the Company or any of the Transferred Subsidiaries, (iii) each of the Insurance Companies complies and has complied from and after January 1, 2007 with all of the requirements set forth in Section 5.17(cSSAP No. 61 or such other risk transfer requirements and (iv) of the Seller Disclosure Schedule, a ratings downgrade of the relevant Insurance Company below certain minimum ratings issued by a credit rating agency as set forth in the Reinsurance Agreement or (iii) a reduction each of the Insurance Company’s capital Companies has and surplus below a certain level as set forth has had from and after January 1, 2007 appropriate controls in place to monitor the applicable Reinsurance Agreementuse of reinsurance and adhere to the provisions of SSAP No. 61 or such other risk transfer requirements.

Reinsurance. (a) Section 5.17(a) To the Knowledge of the Seller Disclosure Schedule sets forth a true and correct list of Embarcadero, all reinsurance agreements (other than any such reinsurance agreement that is a Prior Disposition Agreement) amounts to which any Acquired Company is entitled under Third Party Reinsurance Contracts (orincluding amounts based on paid and unpaid losses) are collectible in the ordinary course of business. No Company is in violation of, solely or in default in the performance, observance or fulfillment of, any obligation, agreement, covenant or condition contained in any Third Party Reinsurance Contract to the extent relating to the HLA Insurance Contracts, HLA) which it is a party except for violations or defaults that are not reasonably expected, individually or in the aggregate, to have an Embarcadero Material Adverse Effect; no Company has received any notice from any other party to any Third Party Reinsurance Contract that such other party intends not to perform its obligations thereunder 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 proceeding at law or in equity)). (b) Except as set forth in Section 5.17(b) of the Seller Disclosure Schedule, since January 1, 2014, neither the applicable Acquired Company or HLA, as applicable, nor, to the Knowledge of Seller, any Embarcadero none of the other parties to any Third Party Reinsurance Agreement is in material default or material breach or has failed Contract will be unable to perform its obligations thereunder. Without limiting the generality of the foregoing, no Company has received 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 to any Reinsurance Agreement of any dispute or default with respect to such Reinsurance Agreement or written notice of terminationthe initiation of bankruptcy, recaptureliquidation, rescission receivership, insolvency, regulatory supervision 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 similar proceedings with respect to any Reinsurance Agreement. No other party to a Third Party Reinsurance Contract to which any Company is a party. None of the Companies has been prohibited under applicable SAP or applicable insurance Laws from taking financial statement credit for the reinsurance provided by the Third Party Reinsurance Agreement has given written notice that remains Contracts to which it is a party and any reinsurance recoverables more than sixty (60) days past due as of the date hereof are listed in effect Section 3.2(r) of termination (provisional or otherwise) or recapture in respect Sellers Disclosure Schedule. The Closing 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 this Agreement will not give rise to any termination or recapture rights under the Agreement or Third Party Reinsurance Contracts to which any Transaction Agreement, (ii) except as set forth in Section 5.17(c) of the Seller Disclosure Schedule, Company is a ratings downgrade of the relevant Insurance Company below certain minimum ratings party. All insurance policies issued by a credit rating agency as set forth any Company that are reinsured or retroceded in whole or in part conform in all material respects to the standards agreed to in the Reinsurance Agreement related Third Party Insurance Contract, other than such deviations that are not reasonably expected, individually or (iii) a reduction of the Insurance Company’s capital and surplus below a certain level as set forth in the applicable Reinsurance Agreementaggregate, to have an Embarcadero Material Adverse Effect.

Reinsurance. (a) Section 5.17(a) As of the Seller Disclosure Schedule sets forth a true and correct list date of all this Agreement, each reinsurance agreements (or retrocession treaty or agreement, slip, binder, cover note or other than any such reinsurance agreement that is a Prior Disposition Agreement) similar arrangement pursuant to which any Acquired Company Parent Insurance Subsidiary is the cedent or reinsurer (or, solely to the extent relating to the HLA Insurance “Parent Reinsurance 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, Parent Insurance Subsidiary and, to the Knowledge of SellerParent, each other party thereto, and is enforceable against the applicable Acquired Company party thereto or HLA, as applicableParent Insurance Subsidiary, and, to the Knowledge of SellerParent, each other party thereto, in accordance with its terms (except in each case as may be limited by applicable bankruptcythe Bankruptcy and Equity Exception), insolvencyexcept as would not, 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 proceeding at law individually or in equity)). (b) Except as set forth in Section 5.17(b) of the Seller Disclosure Scheduleaggregate, since January 1, 2014, neither reasonably be likely to have a Parent Material Adverse Effect. Neither the applicable Acquired Company or HLA, as applicable, Parent Insurance Subsidiary nor, to the Knowledge of SellerParent, any of the other parties to any Parent Reinsurance Agreement Contract is in material default or material breach or has failed to perform any material obligation under any such reinsurance treaty or agreementParent Reinsurance Contract, and, to the Knowledge of SellerParent, 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 except as would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. None of the applicable Acquired Companies, Parent Insurance Subsidiaries has received or given any written notice from any party to any Reinsurance Agreement of the existence of any dispute event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a default with respect to on the part of 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 Parent Insurance Subsidiary under any Parent Reinsurance Agreement has sought Contract, except where such default would not, individually or in the aggregate, reasonably be likely to deny or limit coverage under any Reinsurance Agreementhave a Parent Material Adverse Effect. There are no pending or, to the Knowledge of SellerParent, threatened Actions with respect to any material Parent Reinsurance Agreement. No Contract. (b) To the Knowledge of Parent, (i) no party to a Parent Reinsurance Contract is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, (ii) there are no, and since January 1, 2019 there have been no, disputes under any Parent 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, Contract other than disputes in the Acquired Companies ordinary course of business for which adequate loss reserves have been established and (oriii) the applicable Parent Insurance Subsidiary is entitled to take credit for reinsurance in the Parent Statutory Statements for all such Parent Reinsurance Contracts with respect to which credit for reinsurance is available and all such amounts recoverable, solely to receivable or payable have been properly recorded in the extent relating to books and records of account (if so accounted therefor) of the HLA applicable Parent Insurance ContractsSubsidiary and are properly reflected in the Parent Statutory Statements and in Parent’s financial statements prepared in accordance with GAAP except, HLAin each of clauses (i) through (iii), that as would not, individually or in the aggregate, reasonably be likely to have rights to access coverage under any Reinsurance Agreementa Parent Material Adverse Effect. (c) No With respect to any Parent Reinsurance Agreement contains Contract for which any provision providing that the applicable Parent Insurance Company Subsidiary is taking credit on its most recent Parent Statutory Statements, from and the other party thereto may terminate or modify such treaty or agreement by reason of after January 1, 2019: (i) the transactions contemplated by the Agreement there has been no separate written or oral agreement between Parent or any Transaction Agreementof its Subsidiaries and the assuming reinsurer that would adversely reduce, limit, mitigate or otherwise affect any actual or potential loss to the applicable Parent Insurance Subsidiary that is a party thereto under any such Parent Reinsurance Contract, other than inuring contracts that are explicitly defined in any such Parent Reinsurance Contract; and (ii) except as the Parent Insurance Subsidiary party thereto complies, and has complied with any applicable requirements set forth in Section 5.17(cApplicable SAP, except, in each of clauses (i) of the Seller Disclosure Schedulethrough (ii), a ratings downgrade of the relevant Insurance Company below certain minimum ratings issued by a credit rating agency as set forth would not, individually or in the Reinsurance Agreement or (iii) aggregate, reasonably be likely to have a reduction of the Insurance Company’s capital and surplus below a certain level as set forth in the applicable Reinsurance AgreementParent Material Adverse Effect.

Reinsurance. Copies of each reinsurance agreement under which the Company acts as ceding insurer and under which there was more than one million dollars (a) Section 5.17(aEach Material Reinsurance Contract is in full force and effect, (b) of with respect to each Material Reinsurance Contract under which the Seller Disclosure Schedule sets forth Company acts as a true ceding insurer and correct list of all reinsurance agreements (other than any such reinsurance agreement that is a Prior Disposition Agreement) to for which any Acquired the 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”) taken reserve credit on its statutory annual statements as of December 31, 2020, the date hereof. Seller Company has made available to Buyer a true appropriately taken such reserve credit in accordance with SAP and correct copy of each Reinsurance Agreement in effect as of applicable Law and (c) 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, Parent 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 proceeding at law or in equity)). (b) Except as set forth in Section 5.17(b) of the Seller Disclosure Schedule, since January 1, 2014, neither the applicable Acquired Company or HLA, as applicable, nor, to the Knowledge of Seller, any of the other parties counterparty to any Material Reinsurance Agreement Contract is in material default not (with or material breach without notice 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 would constitute such a material breach or material default (whether by lapse of time or notice both) in breach under the terms of such Material Reinsurance Contract. As of the date hereof, no amounts due to the Company under the terms of any Material Reinsurance Contract are more than ninety (90) days past due. None of the execution and delivery of this Agreement or any Ancillary Agreement by Parent, Seller or the Company, the consummation by Parent, Seller or the Company of the Transactions, or compliance with any of the terms or provisions hereof or thereof by Parent, Seller or the Company, with or without notice, lapse of time or both), nor violate, breach or constitute a default under any of the terms, conditions or provisions of any Material Reinsurance Contract or accelerate or give rise to a right of termination, cancellation or acceleration of any of the Company’s obligations under any such Material Reinsurance Contract or to the loss of any benefit under a Material Reinsurance Contract, except for such violations, defaults, accelerations, rights and losses as would not, individually or in the aggregate, reasonably be expected to have the applicable Acquired Companies, received or given any notice from any party to any a Material Adverse Effect. The Reinsurance Agreement will serve to cede all of any dispute or default the Company’s obligations and liabilities 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, Excluded Business and the Excluded Policies 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 AgreementReinsurer. (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 Seller Disclosure Schedule, a ratings downgrade of the 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.

Reinsurance. (a) Section 5.17(a3.16(a)(i) of the Seller Disclosure Schedule sets forth a true true, complete and correct list of all reinsurance agreements (other than any such each reinsurance agreement that is a Prior Disposition Agreement) to which any Acquired the 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”) which is in force as of the date hereof, other than any such agreement under which the Company has gross ceded reserves (calculated in accordance with SAP) of $5,000,000 or less as of December 31, 2016 (the “Reinsurance Contracts”). Seller has made available provided to Buyer Parent a true true, complete and correct copy of each Reinsurance Agreement in Contract. After giving effect as to the Pre-Sale Transactions, the Company will not be a party to any reinsurance agreement pursuant to which it reinsures liabilities other than the agreements listed on Section 3.16(a)(ii) of the date hereof. Seller Disclosure Schedule. (b) Each of the Reinsurance Agreement is Contracts constitutes 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 that (i) such enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, fraudulent conveyance moratorium or other similar Laws laws, now or hereafter in effect relating to or effect, affecting creditors’ rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the limitations imposed discretion of the court before which any proceeding therefor may be brought) and is in full force and effect. Except as set forth in Section 3.16(b) of the Seller Disclosure Schedule, the Company has not received written, or to the Knowledge of Seller oral, notice of early termination of any such Reinsurance Contract. All reinsurance premiums due under any such Reinsurance Contracts have been paid in full or were adequately accrued or reserved for by general equitable principles (whether or not such enforceability is considered in a proceeding at law or in equity))the Company. (bc) Except as set forth in Section 5.17(b3.16(c) of the Seller Disclosure Schedule, (i) since January 1December 31, 2014, neither the applicable Acquired Company nor, with respect to the Business, Seller or HLAany of its Affiliates have received any written, or to the Knowledge of Seller oral, notice from any reinsurer party to a Reinsurance Contract that any amount of reinsurance ceded by the Company pursuant to such Reinsurance Contract will be uncollectible or otherwise defaulted upon or that there is a dispute that is unresolved as applicableof the date hereof with respect to any material amounts recoverable or payable by the Company pursuant to such Reinsurance Contract, nor(b) there exists no material breach or event of default with respect to any Reinsurance Contract on the part of the Company or, to the Knowledge of Seller, any of 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 agreementparty thereto, and, to the Knowledge of Seller, and (c) 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 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 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 AgreementContract. (cd) 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 Except as set forth in on Section 5.17(c3.16(d) of the Seller Disclosure Schedule, a ratings downgrade none of the relevant Insurance Company below certain minimum ratings issued Reinsurance Contracts is or, to the Knowledge of Seller, 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. (e) Section 3.16(e) of the Seller Disclosure Schedule sets forth a list of all Liens, collateral or security arrangements, including by means of a credit rating agency as set forth in for reinsurance trust or letter of credit, to or for the benefit of any cedant under any 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 AgreementContract.

Reinsurance. (a) Section 5.17(a4.19(a) of the Seller Company 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 Target Company (or, solely to the extent relating to the HLA Insurance Contracts, HLA) is a party and has any existing material existing rights or material obligations as of the date hereof (each, a “Reinsurance Agreement”) as of the date hereof). Seller The Company has made available to Buyer Parent and Merger Sub 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 Target Company party thereto or HLA, as applicable, and, to the Knowledge of Sellerthe Company, each other party thereto, and is enforceable against the applicable Acquired Target Company party thereto or HLA, as applicable, and, to the Knowledge of Sellerthe Company, 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 proceeding at law or in equity)). (b) Except as set forth in Section 5.17(b4.19(b) of the Seller Company Disclosure Schedule, since January 1, 2014the Lookback Date, neither the applicable Acquired Company or HLA, as applicableTarget Company, nor, to the Knowledge of Sellerthe Company, any of 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 Sellerthe Company, 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 Target Companies, received or given any notice from any party 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(b4.19(b) of the Seller Company 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 Sellerthe Company, 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)Target Companies, 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 this Agreement, (ii) except as set forth in Section 5.17(c4.19(c) of the Seller Company Disclosure Schedule, a ratings downgrade of the 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.

Reinsurance. (a) Section 5.17(a3.19(a)(i) of the Seller Seller’s 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 (orlist, 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 hereofof this Agreement, of (a) all material treaties and agreements of assumed and ceded reinsurance of each Acquired Company, and APNY, to the extent directly related to APNY’s Traditional Insurance Policies (including APNY Traditional Insurance Third Party Reinsurance Agreements), under which there remains any outstanding liability or reinsurance recoverable (such treaties and agreements, and any amendments thereof, the “Reinsurance Agreements”) and (b) all pending, or to the Knowledge of the Seller Parties, threatened Legal Actions related to any Reinsurance Agreement. Seller has made available to Buyer a true and correct copy Copies of each Reinsurance Agreement in effect as of (including any amendments thereof) have been made available by the date hereofSeller to the Buyer. Each The Reinsurance Agreement is a Agreements are legal, valid and binding obligation obligations of the applicable Acquired Company party thereto or HLA, as applicable, APNY and, to the Knowledge of Sellerthe Seller Parties, each other party theretothereto in accordance with their respective terms, subject to the Bankruptcy and Equity Exceptions, and is enforceable against the applicable in full force and effect. No Acquired Company or APNY has breached or defaulted under (with or without the giving of notice or lapse of time, or both) any material provision of any Reinsurance Agreement or failed to meet the underwriting standards required for any business reinsured thereunder. To the Knowledge of the Seller Parties, no other party thereto to any Reinsurance Agreement has materially breached or HLAis in material default thereunder and no other party to any Reinsurance Agreement is the subject of a rehabilitation, as applicableliquidation, andconservatorship, receivership, bankruptcy or similar proceeding. Since December 31, 2012 through the date of this Agreement, neither the Seller Parties nor any of their Affiliates has received any written or, to the Knowledge of Sellerthe Seller Parties, each oral, notice to the effect that the financial condition of any 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 proceeding at law or in equity)). (b) Except as set forth in Section 5.17(b) of the Seller Disclosure Schedule, since January 1, 2014, neither the applicable Acquired Company or HLA, as applicable, nor, to the Knowledge of Seller, any of the other parties to any Reinsurance Agreement is in impaired with the result that a material default thereunder may reasonably be anticipated, whether or material breach or has failed to perform not such default may be cured by the operation of any material obligation under any offset clause in such reinsurance treaty or agreement, and, to the Knowledge of Sellerthe Seller Parties, there does not exist the financial condition of 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 reinsurer party to any Reinsurance Agreement has not been materially impaired with the result that a default thereunder by such reinsurer may reasonably be anticipated. Neither the Seller Parties nor any of their Affiliates has received nor have they given notice of early termination or recapture of any Reinsurance Agreement. Since December 31, 2012, to the Knowledge of the Seller Parties, (i) there has not been any dispute or default with respect to such any material amounts recoverable or payable pursuant to any Reinsurance Agreement and (ii) no reinsurer party to a Reinsurance Agreement has denied coverage with respect to any current or notice of termination, recapture, rescission or accelerationprospective material claim. Except for the approvals, consents or waivers required for the Reinsurance Agreements listed in Section 3.19(a)(ii) of the Seller’s Disclosure Schedule, no approval, consent or waiver is required to be obtained from any Person that is a party to any Reinsurance Agreement in order for the Seller Parties, the Acquired Companies or APNY to consummate the transactions contemplated by this Agreement or the Ancillary Agreements and such transactions do not give rise to any termination or other rights adverse to an Acquired Company or APNY of any other Person that is a party to any Reinsurance Agreement (any such consent, whether or not listed in Section 3.19(a)(ii) of the Seller’s Disclosure Schedule, a “Seller Parties’ Required Reinsurance Consent”). All amounts owed under any Reinsurance Agreement have been timely paid in accordance with their terms, except as set forth in Section 5.17(b3.19(a)(i) of the Seller’s Disclosure Schedule. All risks shown in the Acquired Companies’ statutory financial statements as subject to reinsurance are fully reinsured in accordance with the terms and conditions of the applicable Reinsurance Agreement; provided, however, that, it is acknowledged and agreed by the Buyer that the Seller Parties are not making any representation or warranty (express or implied) in this Agreement or any of the Ancillary Agreements and nothing contained in this Agreement, including the Seller’s Disclosure Schedule, no reinsurer under any of the Ancillary Agreements or any other agreement, document or instrument to be delivered in connection with this Agreement or the Ancillary Agreements is intended or shall be construed to be a representation or warranty of the Seller Parties in respect of the adequacy or sufficiency of the Reserves of the Acquired Companies or APNY. None of the Reinsurance Agreement Agreements contain any provision providing that the other party thereto may terminate, recapture, amend or alter the pricing or other terms thereof by reason of the transactions contemplated hereby except as set forth in Section 3.19 of the Seller’s Disclosure Schedule. Neither the Seller Parties nor any of their Affiliates has sought to deny or limit coverage under received any Reinsurance Agreement. There are no pending written or, to the Knowledge of Sellerthe Seller Parties or any of their Affiliates, threatened Actions with respect to any Reinsurance Agreement. No oral, notice from a reinsurer party to any Yearly Renewable Term (“YRT”) 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 effect that the reinsurer party has imposed, requested, or otherwise sought, or is imposing, requesting or otherwise seeking, an increase in the reinsurance premium rates applicable 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 Seller Disclosure Schedule, a ratings downgrade of the 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.

Reinsurance. (a) Section 5.17(a) of the Seller Disclosure Schedule sets forth a true and correct list of all Each reinsurance agreements (other than any such reinsurance treaty or agreement that is a Prior Disposition Agreement) pursuant to which any Acquired Company (orInsurance Subsidiary cedes $10,000,000 or more of premiums annually, solely to the extent relating to the HLA Insurance Contracts, HLA) is a party and or has any material existing rights in-force ceded or material obligations assumed reserves of $100,000,000 or more (each, a “Reinsurance AgreementContract”) 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 on the applicable Acquired Company party thereto or HLA, as applicable, Insurance Subsidiary and, to the Knowledge of Sellerthe Company, each other party thereto, and is enforceable against the applicable Acquired Company party thereto or HLAin full force and effect, except, in each case, as applicable, and, to the Knowledge of Seller, each other party thereto, in accordance with its terms (except in each case as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, fraudulent conveyance reorganization or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generallygenerally and by general principles of equity, and subject except where the failure to the limitations imposed by general equitable principles (whether or not such enforceability is considered in a proceeding at law be valid, binding or in equity)). (b) Except as set forth full force and effect would not, individually or in Section 5.17(b) the aggregate, constitute a Company Material Adverse Effect. None of the Seller Disclosure Schedule, since January 1, 2014, neither the applicable Acquired Company or HLA, as applicable, nor, to the Knowledge of Seller, any of 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 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 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 Insurance Subsidiaries or, to the Knowledge of Sellerthe Company, threatened Actions with respect any counterparty to any Reinsurance AgreementContract is (with or without notice or lapse of time or both) in default or breach under the terms of such Reinsurance Contract, except where such default or breach would not, individually or in the aggregate, constitute a Company Material Adverse Effect. Except as would not, individually or in the aggregate, constitute a Company Material Adverse Effect, (i) to the Knowledge of the Company, no counterparty under any Reinsurance Contract is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding and (ii) the financial condition of any such reinsurer is not impaired to the extent that a default thereunder is reasonably anticipated. No party to any Reinsurance Agreement has given written notice that remains in effect of termination (provisional or otherwise) or recapture in respect of intended cancellation has been received by any Reinsurance AgreementCompany Insurance Subsidiary from any such reinsurer. 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 disputes under any Reinsurance Agreement. (c) No Contract, except disputes that would not, individually or in the aggregate, constitute a Company Material Adverse Effect. Except as would not, individually or in the aggregate, constitute a Company Material Adverse Effect, no Reinsurance Agreement Contract contains any provision providing that the applicable Insurance Company and the other any party thereto (other than the Company or its Subsidiaries) may terminate terminate, cancel, or modify such treaty or agreement commute the same by reason of (i) the transactions contemplated by the Agreement or any Transaction Agreement, (ii) except as set forth in Section 5.17(c) consummation of the Seller Disclosure Schedule, a ratings downgrade of the 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 AgreementMerger.

Reinsurance. (a) Section 5.17(a) 5.14 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) HLIKK is a party and has any existing material existing rights or material obligations (eachobligations, a “Reinsurance Agreement”) as each of the date hereof. Seller has made available to Buyer a true which treaties and correct copy of each Reinsurance Agreement in effect as of the date hereof. Each Reinsurance Agreement agreements is a legal, valid and binding obligation of the applicable Acquired Company party thereto or HLA, as applicable, HLIKK and, to the Knowledge of Seller, each other party thereto, and is enforceable against the applicable Acquired Company party thereto or HLA, as applicableHLIKK, 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 proceeding at law or in equity)). (b) Except as set forth in Section 5.17(b) of the Seller Disclosure Schedule, since January 1, 2014, and neither the applicable Acquired Company or HLA, as applicable, HLIKK nor, to the Knowledge of Seller, any of the other parties to any Reinsurance Agreement thereto 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 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 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) 5.14 of the Seller Disclosure Schedule, no reinsurer under any Reinsurance Agreement has sought to deny or limit coverage under any Reinsurance Agreement. There 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 reinsurance treaties 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 agreements set forth in on Section 5.17(c) 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 ratings downgrade of the relevant Insurance Company below certain minimum ratings issued default thereunder may reasonably be anticipated, (ii) there is a dispute with respect to any material amounts recoverable or payable by a credit rating agency as set forth in the Reinsurance Agreement HLIKK pursuant to any such reinsurance treaty or agreement or (iii) a reduction any amount of the Insurance Company’s capital reinsurance ceded by HLIKK will be uncollectible or otherwise defaulted upon. All reinsurance premiums due and surplus below a certain level as set forth payable under such reinsurance treaties or agreements have been paid in the applicable Reinsurance Agreementfull.

Reinsurance. (a) Section 5.17(a) 3.18 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) Reinsurance Agreements to which any Acquired Company (or, solely to the extent relating to the HLA Insurance Contracts, HLA) Subsidiary is a party and has any material existing rights or material obligations (each, a “Reinsurance Agreement”) as of the date hereof. Seller The Company has made available to Buyer the Parent a true complete 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 Insurance Subsidiary party thereto or HLA, as applicable, and, to the Knowledge of SellerCompany’s knowledge, each other party thereto, and is enforceable against the applicable Acquired Company Insurance Subsidiary party thereto or HLAthereto, as applicable, and, to the Knowledge of Seller, and 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 proceeding at law or in equity)). (b) Except as set forth in Section 5.17(b) of . Neither the Seller Disclosure Schedule, since January 1, 2014, neither the applicable Acquired Company or HLA, as applicable, Insurance Subsidiary nor, to the Knowledge knowledge of Sellerthe Company, any of 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 agreementReinsurance Agreement, and, to the Knowledge of Seller, and 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 has the applicable Acquired Companies, 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. Except as set forth in Section 5.17(b) of the Seller Disclosure Schedule, no 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, 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. There are no entities. (b) The execution, other than delivery and performance of this Agreement by the Acquired Companies 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. (orc) Section 3.18(c) of the Disclosure Schedule sets forth a list of all Liens, solely collateral or security arrangements, including by means of a credit for reinsurance trust or letter of credit, to or for the extent relating to the HLA Insurance Contracts, HLA), that have rights to access coverage benefit of any cedant 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 Seller Disclosure Schedule, a ratings downgrade of the 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.

Reinsurance. (ai) Section 5.17(a) of the Seller Disclosure Schedule sets forth a true and correct list of all All reinsurance agreements (other than any such reinsurance agreement that is a Prior Disposition Agreement) or coinsurance treaties or agreements, including retrocessional agreements, to which any Acquired either Insurance Company (or, solely to the extent relating to the HLA Insurance Contracts, HLA) is a party and under which either Insurance Company has any material existing rights rights, obligations or material obligations liabilities (eachcollectively, a “Reinsurance AgreementContracts”) as are in full force and effect and neither Insurance Company is in breach 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, any material provision thereof and, to the Knowledge of Seller, each no other party theretoto such Reinsurance Contracts is in breach, and is enforceable against the applicable Acquired Company party thereto or HLAhas threatened breach, 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 proceeding at law or in equity)). (b) any provision thereof. Except as set forth in on Section 5.17(b4(n)(i) of the Seller Disclosure ScheduleLetter, since January 1, 2014, neither no Reinsurance Contract contains any provision providing that the applicable Acquired Company other party thereto may terminate such agreement by reason of the Transaction. (ii) No reinsurer under any such Reinsurance Contract has given any notice of termination or HLA, as applicablecommutation with respect to any such Reinsurance Contract, nor, to the Knowledge of Seller, is there any threat of 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 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 to any Reinsurance Agreement of any dispute or default with respect to such Reinsurance Agreement or notice of termination, recapture, rescission termination or acceleration. commutation. (iii) Except as set forth in Section 5.17(b4(n)(iii) of the Seller Disclosure ScheduleLetter, Seller has no reinsurer under reason to believe that the financial condition of 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 other party to any Reinsurance Agreement has given written notice Contract is impaired with the result that remains a default thereunder may reasonably be anticipated. As of the date hereof, the Insurance Companies are entitled to take full credit in effect of termination their respective Regulatory Statements (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 credit has been taken in such Regulatory Statements) pursuant to the HLA Insurance Contracts, HLA), that have rights applicable Laws for all reinsurance and coinsurance ceded pursuant to access coverage under any Reinsurance AgreementContract. (civ) 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 Except as set forth in Section 5.17(c4(n)(iv) of the Seller Disclosure ScheduleLetter, there are no existing or threatened disputes with any reinsurer regarding payment of a ratings downgrade of the relevant Insurance Company below certain minimum ratings issued by a credit rating agency as set forth in the claim under any 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 AgreementContract.

Reinsurance. (a) Section 5.17(a) of the Seller Disclosure Schedule sets forth a true and correct list of all Each currently in-force reinsurance agreements (other than any such reinsurance treaty, contract or agreement that is a Prior Disposition Agreement) to which any Acquired Insurance 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 AgreementContract”) 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 Insurance Company that is a party thereto or HLA, as applicable, and, to the Knowledge knowledge of Sellerthe Company, as of the date hereof, each other party thereto, and to such Reinsurance Contract. Each such Reinsurance Contract is enforceable against the applicable Acquired Insurance Company that is a party thereto or HLA, as applicable, and, to the Knowledge knowledge of Sellerthe Company, as of the date hereof, each other party thereto, to such Reinsurance Contract in accordance with its terms (except subject in each case as may be limited by to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium, rehabilitation, liquidation, fraudulent conveyance liquidation or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generallyand remedies generally and subject, and subject as to enforceability, to the limitations imposed by effect of general equitable principles (regardless of whether or not such enforceability enforcement is considered sought in a proceeding in equity or at law or law)) and is in equity)). (b) Except as set forth in Section 5.17(b) full force and effect. As of the Seller Disclosure Scheduledate hereof, since January 1none of the Insurance Companies or any of their Affiliates has received written notice of termination, 2014, neither cancellation or repudiation of any material Reinsurance Contract. None of the applicable Acquired Company or HLA, as applicable, norInsurance Companies or, to the Knowledge knowledge of Sellerthe Company, as of the date hereof, any of the other parties party to any a Reinsurance Agreement Contract, is in material default or material breach of, or has failed to perform any material obligation under any such reinsurance treaty or agreementunder, a Reinsurance Contract and, to the Knowledge knowledge of Sellerthe Company, as of the date hereof, there does not exist any event, condition or omission that would constitute such a material breach default or material default breach (whether by lapse of time or notice or both). (b) Since December 31, nor have 2018, none of the applicable Acquired Companies, Insurance Companies has received or given any written notice from any reinsurer party to a Reinsurance Contract that any Reinsurance Agreement material amount of any reinsurance ceded by the Insurance Company will be uncollectible or otherwise defaulted upon or that there is a material dispute or default with respect to any amounts recoverable or payable by the Insurance Company pursuant to such Reinsurance Agreement or notice of terminationContract, recaptureand, rescission or acceleration. Except as set forth in Section 5.17(b) to the knowledge of the Seller Disclosure ScheduleCompany, no such reinsurer is in material default or has otherwise failed to pay any material amount under any such Reinsurance Agreement has sought to deny or limit coverage under any Reinsurance Agreement. Contract when due. (c) There are no pending orpending, or to the Knowledge knowledge of Sellerthe Company, threatened in writing 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 AgreementContract. (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 Seller Disclosure Schedule, a ratings downgrade of the 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.

Reinsurance. (a) Section 5.17(a3.26(a) of the Seller Disclosure Schedule sets forth a true complete and correct list of all reinsurance agreements (other than any such reinsurance agreement that to which the Company is a Prior Disposition Agreement) to which any Acquired Company (orparty, solely to the extent relating to the HLA Insurance Contracts, HLA) is a whether as ceding or assuming 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 Purchaser a true true, complete 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 the‌ 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 proceeding at law or in equityEnforceability Exceptions)). (b) Except as set forth in Section 5.17(b) of . Neither the Seller Disclosure Schedule, since January 1, 2014, neither the applicable Acquired Company or HLA, as applicable, nor, to the Knowledge of Seller, any of 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 agreementReinsurance 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 has the applicable Acquired Companies, Company 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. Except as set forth in Section 5.17(b) of the Seller Disclosure Schedule, no No reinsurer under any Reinsurance Agreement has sought to deny or limit coverage under any Reinsurance Agreement. There are is no pending or, to the Knowledge of Seller, or threatened Actions Litigation 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 entitiesSince January 1, other than the Acquired Companies (or2017, solely neither Seller nor its Affiliates have received any written notice to the extent relating effect that (i) the financial condition of any other party to any Reinsurance Agreement is impaired with the HLA Insurance Contractsresult that a material default thereunder may reasonably be anticipated, HLA)whether or not such default may be cured by the operation of any offset clause in such agreement or (ii) any amount of reinsurance ceded by the Company will be uncollectible or otherwise defaulted upon. (b) Section 3.26(b) of the Seller Disclosure Schedule sets forth a complete and correct list, that have rights as of the date hereof, of all Liens, collateral or security arrangements, including by means of a credit for reinsurance trust or letter of credit, to access coverage or for the benefit of any cedent under any Reinsurance Agreement.Agreement.‌ (c) No Reinsurance Agreement contains any provision providing that the applicable Insurance Company and the other any party thereto (other than the Company) may terminate terminate, cancel, recapture, amend or modify alter such treaty or agreement by reason of (i) the transactions contemplated by this Agreement and the Agreement or any Transaction Agreement, (ii) except as set forth in Section 5.17(c) of the Seller Disclosure Schedule, a ratings downgrade of the 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 AgreementAncillary Agreements.

Reinsurance. (a) Section 5.17(a) As of the Seller Disclosure Schedule sets forth a true and correct list date of all this Agreement, each reinsurance agreements (or retrocession treaty or agreement, slip, binder, cover note or other than any such reinsurance agreement that is a Prior Disposition Agreement) similar arrangement pursuant to which any Acquired Company Insurance Subsidiary is the cedent or reinsurer (or, solely to the extent relating to the HLA Insurance “Company Reinsurance 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, Insurance Subsidiary and, to the Knowledge of Sellerthe Company, each other party thereto, and is enforceable against the applicable Acquired Company party thereto or HLA, as applicableInsurance Subsidiary, and, to the Knowledge of Sellerthe Company, each other party thereto, in accordance with its terms (except in each case as may be limited by applicable bankruptcythe Bankruptcy and Equity Exception), insolvencyexcept as would not, 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 proceeding at law individually or in equity)). (b) Except as set forth in Section 5.17(b) of the Seller Disclosure Scheduleaggregate, since January 1, 2014, neither reasonably be likely to have a Company Material Adverse Effect. Neither the applicable Acquired Company or HLA, as applicable, Insurance Subsidiary nor, to the Knowledge of Sellerthe Company, any of the other parties to any Company Reinsurance Agreement Contract is in material default or material breach or has failed to perform any material obligation under any such reinsurance treaty or agreementCompany Reinsurance Contract, and, to the Knowledge of Sellerthe Company, 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 except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. None of the applicable Acquired Companies, Company Insurance Subsidiaries has received or given any written notice from any party to any Reinsurance Agreement of the existence of any dispute event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a default with respect to on the part of 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 Company Insurance Subsidiary under any Company Reinsurance Agreement has sought Contract, except where such default would not, individually or in the aggregate, reasonably be likely to deny or limit coverage under any Reinsurance Agreementhave a Company Material Adverse Effect. There are no pending or, to the Knowledge of Sellerthe Company, threatened Actions with respect to any material Company Reinsurance Agreement. No Contract. (b) To the Knowledge of the Company, (i) no party to a Company Reinsurance Contract is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, (ii) there are no, and since January 1, 2019 there have been no, disputes under any Company 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, Contract other than disputes in the Acquired Companies ordinary course of business for which adequate loss reserves have been established and (oriii) the applicable Company Insurance Subsidiary is entitled to take credit for reinsurance in the Company Statutory Statements for all such Company Reinsurance Contracts with respect to which credit for reinsurance is available and all such amounts recoverable, solely to receivable or payable have been properly recorded in the extent relating to books and records of account (if so accounted therefor) of the HLA applicable Company Insurance ContractsSubsidiary and are properly reflected in the Company Statutory Statements and in the Company’s financial statements prepared in accordance with GAAP except, HLAin each of clauses (i) through (iii), that as would not, individually or in the aggregate, reasonably be likely to have rights to access coverage under any Reinsurance Agreementa Company Material Adverse Effect. (c) No With respect to any Company Reinsurance Agreement contains Contract for which any provision providing that the applicable Company Insurance Subsidiary is taking credit on its most recent Company Statutory Statements, from and the other party thereto may terminate or modify such treaty or agreement by reason of after January 1, 2019: (i) there has been no separate written or oral agreement between the transactions contemplated by the Agreement Company or any Transaction Agreementof its Subsidiaries and the assuming reinsurer that would adversely reduce, limit, mitigate or otherwise affect any actual or potential loss to the applicable Company Insurance Subsidiary that is a party thereto under any such Company Reinsurance Contract, other than inuring contracts that are explicitly defined in any such Company Reinsurance Contract; and (ii) except as the Company Insurance Subsidiary party thereto complies and has complied with any applicable requirements set forth in Section 5.17(cApplicable SAP, except, in each of clauses (i) of the Seller Disclosure Schedulethrough (ii), a ratings downgrade of the relevant Insurance Company below certain minimum ratings issued by a credit rating agency as set forth would not, individually or in the Reinsurance Agreement or (iii) aggregate, reasonably be likely to have a reduction of the Insurance Company’s capital and surplus below a certain level as set forth in the applicable Reinsurance AgreementCompany Material Adverse Effect.

Reinsurance. (a) Section 5.17(a) Each currently in-force reinsurance treaty, contract or agreement to which Xxxxxxx Reinsurance Limited, a company formed under the Laws of Bermuda and wholly-owned Subsidiary 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“Xxxxxxx Re”), 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 AgreementContract”) 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, Xxxxxxx Re and, to the Knowledge knowledge of Sellerthe Company, as of the date hereof, each other party thereto, and to such Reinsurance Contract. Each such Reinsurance Contract is enforceable against the applicable Acquired Company party thereto or HLA, as applicable, Xxxxxxx Re and, to the Knowledge knowledge of Sellerthe Company, as of the date hereof, each other party thereto, to such Reinsurance Contract in accordance with its terms (except subject in each case as may be limited by to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium, rehabilitation, liquidation, fraudulent conveyance liquidation or other similar Laws laws now or hereafter in effect relating to or affecting creditors’ rights generallyand remedies generally and subject, and subject as to enforceability, to the limitations imposed by effect of general equitable principles (regardless of whether or not such enforceability enforcement is considered sought in a proceeding in equity or at law or in equitylaw)). (b) Except as set forth in Section 5.17(b) of the Seller Disclosure Schedule, since January 1, 2014, neither the applicable Acquired Company or HLA, as applicable, nor, to the Knowledge of Seller, any of the other parties to any Reinsurance Agreement and 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 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 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 Agreementfull force and effect. There are no pending orpending, or to the Knowledge knowledge of Sellerthe Company, threatened Actions in writing actions with respect to any Reinsurance Agreement. No Contract and, as of the date hereof, no party to any Reinsurance Agreement Contract has given the Company or Xxxxxxx Re any written notice that remains in effect of termination (provisional or otherwise) or recapture in respect of any material dispute with respect to any such Reinsurance Agreementcontract. There are no entitiesNeither the Company nor any of its Subsidiaries has provided or received any written notice of any intention to terminate, other than the Acquired Companies (materially modify or, solely to the extent relating applicable, not renew any such Reinsurance Contract, in each case except for such breaches, defaults and events as to which requisite waivers or consents have been obtained or that would not, individually or in the aggregate, be materially adverse 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 Agreementits Subsidiaries, (ii) except taken as set forth in Section 5.17(c) of the Seller Disclosure Schedule, a ratings downgrade of the 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 Agreementwhole.

Reinsurance. (a) Section 5.17(a3.17(a) of the Seller Disclosure Schedule Letter sets forth a true and correct list of all reinsurance agreements (under which any of the Transferred Insurance Companies has ceded or retroceded risks to reinsurers or retrocessionaires and that are in force as of the Contract Date, other than any such reinsurance agreement agreements that is a Prior Disposition Agreement) to which any Acquired Company (or, relate solely to the extent relating to Excluded SLNY Business (the HLA Insurance “Ceded Reinsurance Contracts, HLA) is a party “). True and has any material existing rights or material obligations (each, a “Reinsurance Agreement”) as complete copies of the date hereof. Seller has Ceded Reinsurance Contracts have been made available to Buyer a true and correct copy of each Reinsurance Agreement in effect as of the date hereofPurchaser. Each Ceded Reinsurance Agreement Contract is a legal, valid and binding obligation of the applicable Acquired Transferred Insurance Company that is a party thereto or HLA, as applicablethereto, and, to the Knowledge of SellerSellers, is a legal, valid and binding obligation of each other party thereto, and is in full force and effect and enforceable against by the applicable Acquired Transferred Insurance Company that is a party thereto against each other party thereto in accordance with its terms, subject to the Enforceability Exceptions. Each Transferred Insurance Company has performed in all material respects all obligations required to be performed by it to date under each Ceded Reinsurance Contract to which it is a party, and there has been no violation or HLAbreach in any material respect of, as applicableor default under, andor written notice of a claim, or to the Knowledge of Sellers, oral notification of a claim, of such violation, breach or default, by it or, to the Knowledge of SellerSellers, each by any 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 generallyunder any provision thereof, and subject to no event has occurred which, with or without notice, the limitations imposed passage of time or both, would constitute such a violation, breach or default by general equitable principles (whether or not such enforceability is considered in a proceeding at law or in equity)). (b) Except as set forth in Section 5.17(b) any of the Seller Disclosure ScheduleTransferred Insurance Companies, since January 1, 2014, neither the applicable Acquired Company or HLA, as applicable, noror, to the Knowledge of SellerSellers, any of the other parties to any Reinsurance Agreement is in material default or material breach or has failed to perform any material obligation party thereto under any such reinsurance treaty provision thereof or agreementthat would permit termination, andrescission, recapture or modification of any Ceded Reinsurance Contract or any coverage provided thereunder by any Transferred Insurance Company or, to the Knowledge of SellerSellers, there does not exist any eventother party thereto. Since January 1, condition or omission that would constitute such a material breach or material default (whether by lapse 2010, none of time or notice or both)the Transferred Insurance Companies has received any written or, nor have to the applicable Acquired CompaniesKnowledge of Sellers, received or given any oral notice from any party to any Ceded Reinsurance Agreement Contract of any dispute or default with respect to such Ceded 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 AgreementContract. There are no pending or, to the Knowledge of SellerSellers, threatened Actions with respect to any Ceded 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 AgreementContracts. There are no entities, other than the Acquired Companies (or, solely to the extent relating to the HLA Transferred Insurance Contracts, HLA)Companies, that have rights to access coverage under any Ceded Reinsurance AgreementContract. (i) No Transferred Insurance Company has given or received since January 1, 2010 any written or, to the Knowledge of Sellers, oral, notice of termination, recapture, rescission, acceleration or breach (provisional or otherwise) in respect of any Ceded Reinsurance Contract, and (ii) no reinsurer under any Ceded Reinsurance Contract has sought in writing or, to the Knowledge of Sellers, orally since January 1, 2010 to deny or limit coverage or revoke, terminate or rescind any Ceded Reinsurance Contract or otherwise claimed in writing or, to the Knowledge of Sellers, orally that any Ceded Reinsurance Contract ceases to be in full force and effect or is invalid or unenforceable (in whole or in part). Since January 1, 2010, no reinsurer under any Ceded Reinsurance Contract has notified in writing or, to the Knowledge of Sellers, orally any Transferred Insurance Company that the premiums payable under any Ceded Reinsurance Contract have been increased or otherwise modified. (c) No Ceded Reinsurance Agreement Contract contains any provision providing that under which the applicable Insurance Company and the other party thereto reinsurer or retrocessionaire may terminate or modify such treaty or agreement by reason of (i) the transactions contemplated by the this Agreement or any Transaction Ancillary Agreement, (ii) except as set forth in Section 5.17(c) of the Seller Disclosure Schedule, a ratings downgrade of the relevant Transferred Insurance Company below certain minimum ratings issued by a credit rating agency as set forth in the such Ceded Reinsurance Agreement Contract or (iii) a reduction of the Transferred Insurance Company’s capital and surplus below a certain level as set forth in such Ceded Reinsurance Contract. (d) There are no separate written or oral agreements between the applicable Transferred Insurance Company and the reinsurer under any Ceded Reinsurance AgreementContract that would reduce, limit, mitigate or otherwise affect any actual or potential loss to the parties under any Ceded Reinsurance Contract, other than (i) inuring contracts that are explicitly defined in any such Ceded Reinsurance Contract or (ii) amendments, novations, assignments or recapture agreements with respect to such Ceded Reinsurance Contract that are listed in Section 3.17(a) of the Seller Disclosure Letter opposite the name of such Ceded Reinsurance Contract. As of December 31, 2011, each Transferred 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 in the Annual Unaudited Statement as at December 31, 2011 of such Transferred Insurance Company for any amounts recoverable by such Transferred Insurance Company pursuant to any Ceded Reinsurance Contracts to which it was a party. (e) None of the Transferred Insurance Companies is now, nor has it been since January 1, 2002, nor, to the Knowledge of Sellers, has it ever been a party to any transfer and assumption agreement or any other similar agreement, the effect of which is to transfer specified insurance and/or non-insurance liabilities of any Transferred Insurance Company and related assets to a transferee in exchange for the transferee’s agreement to assume all such liabilities on behalf of such Transferred Insurance Company. (f) None of the Transferred Insurance Companies is now, nor has it been since January 1, 2002, nor, to the Knowledge of Sellers, has it ever been, a party to any reinsurance or retrocession agreement under which the Transferred Insurance Company has assumed any risk included within the Business from other insurers or reinsurers.

Reinsurance. (a1) Section 5.17(a) As of the Seller Disclosure Schedule sets forth a true and correct list date of all this Agreement, each reinsurance agreements (or retrocession treaty or agreement, slip, binder, cover note or other than any such reinsurance agreement that is a Prior Disposition Agreement) similar arrangement pursuant to which any Acquired Company Parent Insurance Subsidiary is the cedent or reinsurer (or, solely to the extent relating to the HLA Insurance “Parent Reinsurance 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, Parent Insurance Subsidiary and, to the Knowledge of SellerParent, each other party thereto, and is enforceable against the applicable Acquired Company party thereto or HLA, as applicableParent Insurance Subsidiary, and, to the Knowledge of SellerParent, each other party thereto, in accordance with its terms (except in each case as may be limited by applicable bankruptcythe Bankruptcy and Equity Exception), insolvencyexcept as would not, 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 proceeding at law individually or in equity)). (b) Except as set forth in Section 5.17(b) of the Seller Disclosure Scheduleaggregate, since January 1, 2014, neither reasonably be likely to have a Parent Material Adverse Effect. Neither the applicable Acquired Company or HLA, as applicable, Parent Insurance Subsidiary nor, to the Knowledge of SellerParent, any of the other parties to any Parent Reinsurance Agreement Contract is in material default or material breach or has failed to perform any material obligation under any such reinsurance treaty or agreementParent Reinsurance Contract, and, to the Knowledge of SellerParent, 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 except as would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. None of the applicable Acquired Companies, Parent Insurance Subsidiaries has received or given any written notice from any party to any Reinsurance Agreement of the existence of any dispute event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a default with respect to on the part of 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 Parent Insurance Subsidiary under any Parent Reinsurance Agreement has sought Contract, except where such default would not, individually or in the aggregate, reasonably be likely to deny or limit coverage under any Reinsurance Agreementhave a Parent Material Adverse Effect. There are no pending or, to the Knowledge of SellerParent, threatened Actions with respect to any material Parent 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 AgreementContract. (c2) No Reinsurance Agreement contains any provision providing that To the applicable Insurance Company and the other party thereto may terminate or modify such treaty or agreement by reason Knowledge of Parent, (i) no party to a Parent Reinsurance Contract is insolvent or the transactions contemplated by the Agreement subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or any Transaction Agreementsimilar proceeding, (ii) except there are no, and since January 1, 2019 there have been no, disputes under any Parent Reinsurance Contract other than disputes in the ordinary course of business for which adequate loss reserves have been established and (iii) the applicable Parent Insurance Subsidiary is entitled to take credit for reinsurance in the Parent Statutory Statements for all such Parent Reinsurance Contracts with respect to which credit for reinsurance is available and all such amounts recoverable, receivable or payable have been properly recorded in the books and records of account (if so accounted therefor) of the applicable Parent Insurance Subsidiary and are properly reflected in the Parent Statutory Statements and in Parent’s financial statements prepared in accordance with GAAP except, in each of clauses (i) through (iii), as would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. (3) With respect to any Parent Reinsurance Contract for which any Parent Insurance Subsidiary is taking credit on its most recent Parent Statutory Statements, from and after January 1, 2019: (i) there has been no separate written or oral agreement between Parent or any of its Subsidiaries and the assuming reinsurer that would adversely reduce, limit, mitigate or otherwise affect any actual or potential loss to the applicable Parent Insurance Subsidiary that is a party thereto under any such Parent Reinsurance Contract, other than inuring contracts that are explicitly defined in any such Parent Reinsurance Contract; and (ii) the Parent Insurance Subsidiary party thereto complies, and has complied with any applicable requirements set forth in Section 5.17(cApplicable SAP, except, in each of clauses (i) of the Seller Disclosure Schedulethrough (ii), a ratings downgrade of the relevant Insurance Company below certain minimum ratings issued by a credit rating agency as set forth would not, individually or in the Reinsurance Agreement or (iii) aggregate, reasonably be likely to have a reduction of the Insurance Company’s capital and surplus below a certain level as set forth in the applicable Reinsurance AgreementParent Material Adverse Effect.

Reinsurance. (a) Section 5.17(a3.18(a) of the Seller Disclosure Schedule sets forth a true true, correct and correct complete 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 hereofAgreements. Seller has made available to Buyer a true true, correct and correct complete copy of each Reinsurance Agreement in effect as of the date hereofhereof to which any Insurance Company is a party and has any existing rights or obligations. Each such Reinsurance Agreement is a legal, valid and binding obligation of the applicable Acquired Insurance Company party thereto or HLA, as applicable, and, to the Knowledge of Seller, each other party thereto, and is enforceable against the applicable Acquired Insurance 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 proceeding at law or in equity)). (b) Except as set forth in Section 5.17(b) of the Seller Disclosure Schedule, since January 1, 2014, neither . Neither the applicable Acquired Insurance Company or HLA, as applicable, nor, to the Knowledge of Seller, nor any of the other parties to any such Reinsurance Agreement is in material default or material breach or has failed to perform any material obligation under any such reinsurance treaty or agreementReinsurance Agreement, and, to the Knowledge of Seller, and 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, has any Insurance Company received or given any notice from any party to any such 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 No reinsurer under any such Reinsurance Agreement has sought provided written notice seeking to deny or limit coverage under any such Reinsurance Agreement. There are no pending or, to the Knowledge of Seller, or threatened Actions with respect to any such Reinsurance Agreement. No party to any such 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 such Reinsurance Agreement. (cb) No Except as set forth in Section 3.18(b) of the Seller Disclosure Schedule, no material Reinsurance Agreement contains any provision providing that the applicable any Insurance Company and the or any other party thereto may terminate or modify such treaty or agreement Reinsurance Agreement by reason of (i) the transactions contemplated by the Agreement or any Transaction this Agreement, (ii) except as set forth in Section 5.17(c) of the Seller Disclosure Schedule, a ratings downgrade of the relevant an Insurance Company below certain minimum ratings issued by a credit rating agency as set forth in the applicable Reinsurance Agreement or (iii) a reduction of the an Insurance Company’s capital and surplus below a certain level level, as set forth in the applicable Reinsurance Agreement. (c) Section 3.18(c) of the Seller 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 to which the Insurance Companies are a party. (d) Except as set forth in Section 3.18(d) of the Seller Disclosure Schedule, none of the Insurance Companies is party to any Reinsurance Agreement as a reinsurer thereunder or pursuant to which any Insurance Company otherwise assumes or reinsures insurance liabilities from a cedant. Each of the Insurance Companies was entitled under SAP to take full financial statement credit for all amounts for which such financial statement credit was taken in the SAP Financial Statements as at and since January 1, 2018 for any amounts recoverable by such company pursuant to any Reinsurance Agreement to which it was a party.

Reinsurance. (a) Section 5.17(a5.16(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 Insurance 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, 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 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 Insurance 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 proceeding at law or in equity)). (b) Except as set forth in Section 5.17(b5.16(b) of the Seller Disclosure Schedule, since January 1, 20142018, neither the applicable Acquired Insurance Company or HLA, as applicable, nor, to the Knowledge of Seller, any of 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 would constitute such a material breach or material default (whether by lapse of time or notice or both), nor have the applicable Acquired Insurance Companies, received or given any notice from any party 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(b5.16(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 (or, solely to the extent relating to the HLA Insurance Contracts, HLA)Companies, that have rights to access coverage under any Reinsurance Agreement. (c) No 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 and 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) except as set forth in Section 5.17(c) of the Seller Disclosure Schedule, a ratings downgrade of the 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. (d) As of December 31, 2020, each 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 such Insurance Company for any amounts recoverable by such Insurance Company pursuant to any Reinsurance Agreement to which it was a party.

Reinsurance. (a) Section 5.17(a) 3.16 of the Seller Parent Disclosure Schedule sets forth a true true, correct and correct complete 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 “Material Reinsurance Agreement”) as of the date hereof. Seller has made available to Buyer a true and correct copy of each Reinsurance Agreement Contracts in effect as of the date hereof. Each Parent has Made Available to the Acquiror, prior to the date hereof, true, correct and complete copies of each such Material Reinsurance Agreement Contract. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each Material Reinsurance Contract is in full force and effect and is a legal, valid and binding obligation of the applicable Acquired Company Reinsurance Entity that is a party thereto or HLA, as applicable, and, to the Knowledge of SellerParent, each other party theretoto such Material Reinsurance Contract, and (ii) each Material Reinsurance Contract is enforceable against the applicable Acquired Company Reinsurance Entity that is a party thereto or HLA, as applicable, and, to the Knowledge of SellerParent, each such other party theretoparty, in accordance with its terms (except subject in each case as may be limited by to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium, rehabilitation, liquidation, fraudulent conveyance or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generallyand remedies generally and subject, and subject as to enforceability, to the limitations imposed by effect of general equitable principles (regardless of whether or not such enforceability enforcement is considered sought in a proceeding in equity or at law or in equitylaw)). , (biii) Except as set forth in Section 5.17(b) of the Seller Disclosure Schedule, since January 1, 2014, neither the applicable Acquired Company or HLA, as applicable, Reinsurance Entity nor, to the Knowledge of SellerParent, any of the other parties party to any a Material Reinsurance Agreement Contract is in material default or material breach or has failed to perform any material obligation under any of such reinsurance treaty or agreement, and, to Material Reinsurance Contract; (iv) none of the Knowledge of Seller, there does not exist any event, condition or omission that would constitute such Company Group Entities is 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 to any Action by or against any counterparty to a Material Reinsurance Agreement Contract resulting from any amounts recoverable or payable by such Reinsurance Entity pursuant to a Material Reinsurance Contract, and no such Action has been pending since January 1, 2021; (v) since January 1, 2021, neither Parent nor any of the Company Group Entities has received any written notice 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 Material 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 Contract; and (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, (iivi) except as set forth in Section 5.17(c) 3.16 of the Seller Parent Disclosure Schedule, a ratings downgrade no Material Reinsurance Contract contains any provision providing that any party thereto may terminate the same by reason of the relevant Insurance Company below certain minimum ratings issued transactions contemplated 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 this Agreement.

Reinsurance. (a1) Section 5.17(a) As of the Seller Disclosure Schedule sets forth a true and correct list date of all this Agreement, each reinsurance agreements (or retrocession treaty or agreement, slip, binder, cover note or other than any such reinsurance agreement that is a Prior Disposition Agreement) similar arrangement pursuant to which any Acquired Company Insurance Subsidiary is the cedent or reinsurer (or, solely to the extent relating to the HLA Insurance “Company Reinsurance 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, Insurance Subsidiary and, to the Knowledge of Sellerthe Company, each other party thereto, and is enforceable against the applicable Acquired Company party thereto or HLA, as applicableInsurance Subsidiary, and, to the Knowledge of Sellerthe Company, each other party thereto, in accordance with its terms (except in each case as may be limited by applicable bankruptcythe Bankruptcy and Equity Exception), insolvencyexcept as would not, 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 proceeding at law individually or in equity)). (b) Except as set forth in Section 5.17(b) of the Seller Disclosure Scheduleaggregate, since January 1, 2014, neither reasonably be likely to have a Company Material Adverse Effect. Neither the applicable Acquired Company or HLA, as applicable, Insurance Subsidiary nor, to the Knowledge of Sellerthe Company, any of the other parties to any Company Reinsurance Agreement Contract is in material default or material breach or has failed to perform any material obligation under any such reinsurance treaty or agreementCompany Reinsurance Contract, and, to the Knowledge of Sellerthe Company, 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 except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. None of the applicable Acquired Companies, Company Insurance Subsidiaries has received or given any written notice from any party to any Reinsurance Agreement of the existence of any dispute event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a default with respect to on the part of 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 Company Insurance Subsidiary under any Company Reinsurance Agreement has sought Contract, except where such default would not, individually or in the aggregate, reasonably be likely to deny or limit coverage under any Reinsurance Agreementhave a Company Material Adverse Effect. There are no pending or, to the Knowledge of Sellerthe Company, threatened Actions with respect to any material Company 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 AgreementContract. (c2) No Reinsurance Agreement contains any provision providing that To the applicable Insurance Company and Knowledge of the other party thereto may terminate or modify such treaty or agreement by reason of Company, (i) no party to a Company Reinsurance Contract is insolvent or the transactions contemplated by the Agreement subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or any Transaction Agreementsimilar proceeding, (ii) except there are no, and since January 1, 2019 there have been no, disputes under any Company Reinsurance Contract other than disputes in the ordinary course of business for which adequate loss reserves have been established and (iii) the applicable Company Insurance Subsidiary is entitled to take credit for reinsurance in the Company Statutory Statements for all such Company Reinsurance Contracts with respect to which credit for reinsurance is available and all such amounts recoverable, receivable or payable have been properly recorded in the books and records of account (if so accounted therefor) of the applicable Company Insurance Subsidiary and are properly reflected in the Company Statutory Statements and in the Company’s financial statements prepared in accordance with GAAP except, in each of clauses (i) through (iii), as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. (3) With respect to any Company Reinsurance Contract for which any Company Insurance Subsidiary is taking credit on its most recent Company Statutory Statements, from and after January 1, 2019: (i) there has been no separate written or oral agreement between the Company or any of its Subsidiaries and the assuming reinsurer that would adversely reduce, limit, mitigate or otherwise affect any actual or potential loss to the applicable Company Insurance Subsidiary that is a party thereto under any such Company Reinsurance Contract, other than inuring contracts that are explicitly defined in any such Company Reinsurance Contract; and (ii) the Company Insurance Subsidiary party thereto complies and has complied with any applicable requirements set forth in Section 5.17(cApplicable SAP, except, in each of clauses (i) of the Seller Disclosure Schedulethrough (ii), a ratings downgrade of the relevant Insurance Company below certain minimum ratings issued by a credit rating agency as set forth would not, individually or in the Reinsurance Agreement or (iii) aggregate, reasonably be likely to have a reduction of the Insurance Company’s capital and surplus below a certain level as set forth in the applicable Reinsurance AgreementCompany Material Adverse Effect.