Common use of REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE REINSURER Clause in Contracts

REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE REINSURER. For purposes of perfecting the security interest in the SLDI Reserve Trust Account and the SLDI Security Trust Account, the Reinsurer hereby represents and warrants to the Company, and covenants for the benefit of the Company, as follows: (a) The Reinsurer is a stock insurance company organized under the laws of Bermuda. From the date of creation until the date hereof, the chief executive office of the Reinsurer within the meaning of section 9-307 of the UCC has been (and, immediately following the date hereof, will be) located in Xxxxxxxx, Bermuda. The Reinsurer shall not change its jurisdiction of organization or its chief executive office (within the meaning of section 9-307 of the UCC), except upon thirty (30) calendar days' prior written notice to the Company. In the event that the Reinsurer changes its jurisdiction of organization or the location of its chief executive office, it will only change to a jurisdiction of organization or change the location of its chief executive office to a jurisdiction in the United States. The Reinsurer's true corporate name, as reflected in its organization documents of record in Bermuda, is (and, for the past five years, has been) that set forth in the preamble hereto. (b) The Reinsurer owns and will own its interest in the assets in the SLDI Reserve Trust Account and the SLDI Security Trust Account free and clear of any security interest in, or lien or adverse claim on, such assets. From and after the date hereof, the Reinsurer will not authorize the filing of any other financing statement with respect to any asset in the SLDI Reserve Trust Account or the SLDI Security Trust Account, nor authorize the granting of "control" (as defined in the UCC) over any of such asset to any Person other than the Company. From and after the date hereof, the Reinsurer will not grant any further security interest in, or lien on, the assets in the SLDI Reserve Trust Account or the SLDI Security Trust Account. (c) The Reinsurer will do, execute or otherwise authenticate, acknowledge and deliver, or cause to be done, executed or otherwise authenticated, acknowledged and delivered, such instruments of transfer or other records, and take such other steps or actions, as the Company may reasonably deem necessary to create, perfect or preserve the security interest granted to the Company by Section 4.2 hereof and under the SLDI Security Trust Agreement or to ensure that such security interest remains prior to any and all other security interests, liens or other interests of any other Person; and the Reinsurer hereby authorizes the Company, in the Reinsurer's name or otherwise, to take, or cause to be taken, any of the foregoing steps or actions upon any failure by the Reinsurer to comply with any written request of the Company in respect of any matter subject to this Section 12.1(c). [The rest of this page intentionally left blank.]

REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE REINSURER. For purposes of perfecting the security interest in the SLDI SLD Reserve Trust Account and the SLDI SLD Security Trust Account, the Reinsurer hereby represents and warrants to the Company, and covenants for the benefit of the Company, as follows: (a) The Reinsurer is (and, for the past five years, has been) a stock insurance company organized under the laws of BermudaDelaware. From the date of creation until the date hereofOctober 1999 to January 2000, the chief executive office of the Reinsurer within the meaning of section 9-307 of the UCC was located in Aurora, Colorado and thereafter the chief executive office of the Reinsurer, within the meaning of section 9-307 of the UCC, has been (and, immediately following the date hereof, will be) located in XxxxxxxxCharlotte, BermudaNorth Carolina. The Reinsurer shall not change its jurisdiction of organization or its chief executive office (within the meaning of section 9-307 of the UCC), except upon thirty (30) calendar days' prior written notice to the Company. In the event that the Reinsurer changes its jurisdiction of organization or the location of its chief executive office, it will only change to a jurisdiction of organization or change the location of its chief executive office to a jurisdiction in the United States. The Reinsurer's true corporate name, as reflected in its organization documents of record in Bermudathe State of Delaware, is (and, for the past five years, has been) that set forth in the preamble hereto. (b) The Reinsurer owns and will own its interest in the assets in the SLDI SLD Reserve Trust Account and the SLDI SLD Security Trust Account free and clear of any security interest in, or lien or adverse claim on, such assets. From and after the date hereof, the Reinsurer will not authorize the filing of any other financing statement with respect to any asset in the SLDI SLD Reserve Trust Account or the SLDI SLD Security Trust Account, nor authorize the granting of "control" (as defined in the UCC) over any of such asset to any Person other than the Company. From and after the date hereof, the Reinsurer will not grant any further security interest in, or lien on, the assets in the SLDI SLD Reserve Trust Account or the SLDI SLD Security Trust Account. (c) The Reinsurer will do, execute or otherwise authenticate, acknowledge and deliver, or cause to be done, executed or otherwise authenticated, acknowledged and delivered, such instruments of transfer or other records, and take such other steps or actions, as the Company may reasonably deem necessary to create, perfect or preserve the security interest granted to the Company by Section 4.2 hereof and under the SLDI SLD Security Trust Agreement or to ensure that such security interest remains prior to any and all other security interests, liens or other interests of any other Person; and the Reinsurer hereby authorizes the Company, in the Reinsurer's name or otherwise, to take, or cause to be taken, any of the foregoing steps or actions upon any failure by the Reinsurer to comply with any written request of the Company in respect of any matter subject to this Section 12.1(c). [The rest of this page intentionally left blank.]

REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE REINSURER. For purposes of perfecting the security interest in the SLDI Reserve Trust Account and the SLDI Security Trust Account, the The Reinsurer hereby represents and warrants to the Company, and covenants for the benefit of the Company, as follows: (a) The Reinsurer is (and, for the past five years, has been) a stock insurance company organized under the laws of BermudaConnecticut. From For the date of creation until the date hereofpast five years, the chief executive office of the Reinsurer Reinsurer, within the meaning of section 9-307 of the UCC Connecticut Uniform Commercial Code (“UCC”), has been (and, immediately following the date hereof, will be) located in Xxxxxxxx, Bermudathe [ ]. The Reinsurer shall not change its jurisdiction of organization or its chief executive office (within the meaning of section 9-307 of the UCC), except upon thirty (30) calendar 30 days' ’ prior written notice to the Company. In the event that the Reinsurer changes its jurisdiction of organization or the location of its chief executive office, it will only change to a jurisdiction of organization or change the location of its chief executive office to a jurisdiction in the United States. The Reinsurer's ’s true corporate name, as reflected in its organization documents of record in Bermudathe State of Connecticut, is (and, for the past five years, has been) that set forth in the preamble hereto. (b) The Reinsurer owns and will own its interest in the assets in the SLDI Reserve Trust Account and the SLDI Security Trust Account Collateral free and clear of any security interest in, or lien or adverse claim on, such assetsthe Collateral. From and after the date hereof, the Reinsurer will not authorize the filing of any other financing statement with respect to any asset in the SLDI Reserve Trust Account or the SLDI Security Trust AccountCollateral, nor authorize the granting of "“control" ” (as defined in the UCC) over any of such asset the Collateral to any Person other than the Company. From and after the date hereof, the Reinsurer will not grant any further security interest in, or lien on, the assets in the SLDI Reserve Trust Account or the SLDI Security Trust AccountCollateral. (c) The Reinsurer will do, execute or otherwise authenticate, acknowledge and deliver, or cause to be done, executed or otherwise authenticated, acknowledged and delivered, such instruments of transfer or other records, and take such other steps or actions, as the Company may reasonably deem necessary to create, perfect or preserve the security interest granted to the Company by Section 4.2 2 hereof and under the SLDI Security Trust Agreement or to ensure that such security interest remains prior to any and all other security interests, liens or other interests of any other Person; and the Reinsurer hereby authorizes the Company, in the Reinsurer's ’s name or otherwise, to take, or cause to be taken, any of the foregoing steps or actions upon any failure by the Reinsurer to comply with any written request of the Company in respect of any matter subject to this Section 12.1(c14(c). [The rest of this page intentionally left blank.]

REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE REINSURER. For purposes of perfecting the security interest in the SLDI Reserve Trust Account and the SLDI Security Trust Account, the The Reinsurer hereby represents and warrants to the Company, and covenants for the benefit of the Company, as follows: (a) The Reinsurer is a stock insurance company (and, for the past five years, has been) organized under the laws of Bermudathe State of Nebraska. From For the date of creation until the date hereofpast five years, the chief executive office of the Reinsurer Reinsurer, within the meaning of section 9-307 of the UCC Nebraska Uniform Commercial Code (“UCC”), has been (and, immediately following the date hereof, will be) located in Xxxxxxxx, Bermudathe State of Nebraska. The Reinsurer shall not change its jurisdiction of organization or its chief executive office (within the meaning of section 9-307 of the UCC), except upon thirty (30) calendar days' ’ prior written notice to the Company. In the event that the Reinsurer changes its jurisdiction of organization or the location of its chief executive office, it will only change to a jurisdiction of organization or change the location of its chief executive office to a jurisdiction in the United States. The Reinsurer's ’s true corporate name, as reflected in its organization documents of record in Bermudathe State of Nebraska, is (and, for the past five years, has been) that set forth in the preamble hereto. (b) The Reinsurer owns and will own its interest in the assets in the SLDI Reserve Trust Account and the SLDI Security Trust Account Collateral free and clear of any security interest in, or lien or adverse claim on, such assetsthe Collateral. From and after the date hereof, the Reinsurer will not authorize the filing of any other financing statement with respect to any asset in the SLDI Reserve Trust Account or the SLDI Security Trust AccountCollateral, nor authorize the granting of "“control" ” (as defined in the UCC) over any of such asset the Collateral to any Person person or entity other than the Company. From and after the date hereof, the Reinsurer will not grant any further security interest in, or lien on, the assets in the SLDI Reserve Trust Account or the SLDI Security Trust AccountCollateral. (c) The Reinsurer will do, execute or otherwise authenticate, acknowledge and deliver, or cause to be done, executed or otherwise authenticated, acknowledged and delivered, such instruments of transfer or other records, and take such other steps or actions, as the Company may reasonably deem necessary to create, perfect or preserve the security interest granted to the Company by Section 4.2 2 hereof and under the SLDI Security Trust Agreement or to ensure that such security interest remains prior to any and all other security interests, liens or other interests of any other Person; and the Reinsurer hereby authorizes the Company, in the Reinsurer's ’s name or otherwise, to take, or cause to be taken, any of the foregoing steps or actions upon any failure by the Reinsurer to comply with any written request of the Company in respect of any matter subject to this Section 12.1(c14(c). [The rest of this page intentionally left blank.]

REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE REINSURER. For purposes of perfecting the security interest in the SLDI Reserve Trust Account and the SLDI Security Trust Account, the Reinsurer hereby represents and warrants to the Company, and covenants for the benefit of the Company, as follows: (a) The Reinsurer is a stock insurance company organized under the laws of Bermuda. From the date of creation until the date hereof, the chief executive office of the Reinsurer within the meaning of section 9-307 of the UCC has been (and, immediately following the date hereof, will be) located in XxxxxxxxHxxxxxxx, Bermuda. The Reinsurer shall not change its jurisdiction of organization or its chief executive office (within the meaning of section 9-307 of the UCC), except upon thirty (30) calendar days' prior written notice to the Company. In the event that the Reinsurer changes its jurisdiction of organization or the location of its chief executive office, it will only change to a jurisdiction of organization or change the location of its chief executive office to a jurisdiction in the United States. The Reinsurer's true corporate name, as reflected in its organization documents of record in Bermuda, is (and, for the past five years, has been) that set forth in the preamble hereto. (b) The Reinsurer owns and will own its interest in the assets in the SLDI Reserve Trust Account and the SLDI Security Trust Account free and clear of any security interest in, or lien or adverse claim on, such assets. From and after the date hereof, the Reinsurer will not authorize the filing of any other financing statement with respect to any asset in the SLDI Reserve Trust Account or the SLDI Security Trust Account, nor authorize the granting of "control" (as defined in the UCC) over any of such asset to any Person other than the Company. From and after the date hereof, the Reinsurer will not grant any further security interest in, or lien on, the assets in the SLDI Reserve Trust Account or the SLDI Security Trust Account. (c) The Reinsurer will do, execute or otherwise authenticate, acknowledge and deliver, or cause to be done, executed or otherwise authenticated, acknowledged and delivered, such instruments of transfer or other records, and take such other steps or actions, as the Company may reasonably deem necessary to create, perfect or preserve the security interest granted to the Company by Section 4.2 hereof and under the SLDI Security Trust Agreement or to ensure that such security interest remains prior to any and all other security interests, liens or other interests of any other Person; and the Reinsurer hereby authorizes the Company, in the Reinsurer's name or otherwise, to take, or cause to be taken, any of the foregoing steps or actions upon any failure by the Reinsurer to comply with any written request of the Company in respect of any matter subject to this Section 12.1(c). [The rest of this page intentionally left blank.]