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 Trust Account, the Reinsurer hereby represents and warrants to the Ceding Company, and covenants for the benefit of the Ceding Company, as follows: (a) The Reinsurer is (and, for the past five (5) years, has been) a stock insurance company organized under the laws of Indiana. For the past five years and as of the Effective Time, the chief executive office of the Reinsurer within the meaning of section 9-307 of the UCC was located in Indianapolis, Indiana. 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 Ceding 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 the State of Indiana, is (and, for the past five (5) years, has been) that set forth in the preamble hereto. (b) The Reinsurer owns and will own its interest in the assets in the 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 shall not authorize the filing of any other financing statement with respect to any asset in the Trust Account, nor authorize the granting of "control" (for purposes of this paragraph, as defined in the UCC) over any of such asset to any Person other than the Ceding Company. From and after the date hereof, the Reinsurer shall not grant any further security interest in, or lien on, the assets in the Trust Account. (c) The Reinsurer shall 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 Ceding Company may reasonably deem necessary to create, perfect or preserve the security interest granted to the Ceding Company by Section 4.2 and under the 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 Ceding 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 Ceding Company in respect of any matter subject to this Section 4.11(c).