Common use of Statutory Financial Statements Clause in Contracts

Statutory Financial Statements. (i) The Annual Statements, or the quarterly statements, as the case may be, of each of the Reliance Standard Insurance Companies and Safety National including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and Statutory Liabilities, in each case as filed with the appropriate Governmental Authority of its state of domicile (the "Department") and delivered to each Lender prior to the execution and delivery of this Agreement, as of, and for the 1995 Fiscal Year, and as of the end of, and for, the Fiscal Quarters ended March 31, 1996, June 30, 1996 and September 30, 1996 (collectively, the "Statutory Financial Statements"), have been prepared in accordance with SAP applied on a consistent basis. Each such Statutory Financial Statement was in compliance in all material respects with applicable law when filed. The Statutory Financial Statements fairly present the financial condition, the results of operations, changes in equity and changes in financial position of each of the Reliance Standard Insurance Companies and Safety National as of and for the respective dates and periods indicated therein in accordance with SAP applied on a consistent basis. Except for liabilities and obligations, including, without limitation, reserves, policy and contract claims and Statutory Liabilities (all of which have been computed in accordance with SAP), disclosed or provided for in the Statutory Financial Statements, the Reliance Standard Insurance Companies and Safety National did not have, as of the respective dates of each of such financial statements any liabilities or obligations (whether absolute or contingent and whether due or to become due) which, in conformity with SAP, applied on a consistent basis, would have been required to be or should be disclosed or provided for in such financial statements. All books of account of the Reliance Standard Insurance Companies and Safety National fully and fairly disclose, in all material respects, all of the transactions, properties, assets, investments, liabilities and obligations of the Reliance Standard Insurance Companies and Safety National and all of such books of account are in the possession of each of the Reliance Standard Insurance Companies and Safety National and are true, correct and complete in all material respects. (ii) The investments of each of the Reliance Standard Insurance Companies and Safety National reflected in the Annual Statements filed with the Department with respect to each of the Reliance Standard Insurance Companies' and Safety National's 1995 Fiscal Year (the "1995 Annual Statements"), as updated through the September 30, 1996 quarterly statements (the "1996 Quarterly Statements"), comply in all material respects with all applicable requirements of the applicable Department as to investments which may be made by such Reliance Standard Insurance Company and Safety National. (iii) The provisions made in the 1995 Annual Statements and in the 1996 Quarterly Statements for reserves, policy and contract claims and Statutory Liabilities are in compliance in all material respects with the requirements of the applicable Department and have been computed in accordance with SAP. (iv) Marketable securities and short term investments reflected, with respect to the Reliance Standard Insurance Companies, in line 10A, page 2, column 1 and, with respect to Safety National, in line 8A, page 2, column 1, of their respective 1995 Annual Statements and in the 1996 Quarterly Statements are valued at cost, amortized cost or market value, as noted on such Statutory Financial Statements and as required by applicable law. (v) There has been no change, event, action, condition or effect which individually or in the aggregate materially and adversely affects the consolidated business, operations, financial prospects or condition of the Reliance Standard Insurance Companies taken as a whole or Safety National since December 31, 1995. Except as set forth on Schedule 7.6, no dividends or other distributions have been declared, paid or made upon any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National nor have any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National been redeemed, retired, purchased or otherwise acquired since December 31, 1995, other than as reflected in the balance sheets of the Reliance Standard Insurance Companies or Safety National.

Statutory Financial Statements. (ia) The Annual Statements, or the quarterly statements, as the case may be, Statement of each of the Reliance Standard Insurance Companies and Safety National including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and Statutory Liabilities, in each case Subsidiaries as filed with the appropriate Governmental Authority of its state of domicile (the "“Department"”) and delivered to each Lender prior to the execution and delivery of this Agreement, as of, of and for the 1995 2017 and 2018 Fiscal Year, Years and as of the end of, and for, for the Fiscal Quarters Quarter ended March 31, 1996, June 30, 1996 and September 30, 1996 2019 (collectively, the "“Statutory Financial Statements"”), have been prepared in accordance with SAP applied on a consistent basisbasis (except as noted therein). Each such Statutory Financial Statement was in material compliance in all material respects with applicable law when filed. The Statutory Financial Statements fairly present the financial conditionposition, the results of operations, changes in equity and changes in financial position of each of the Reliance Standard such Insurance Companies and Safety National Subsidiary as of and for the respective dates and periods indicated therein in accordance with SAP applied on a consistent basis. Except for liabilities and obligations, including, without limitation, reserves, policy and contract claims and Statutory Liabilities (all of which have been computed in accordance with SAP), disclosed or provided for except as set forth in the Statutory Financial Statements, the Reliance Standard Insurance Companies and Safety National did not have, as of the respective dates of each of such financial statements any liabilities notes thereto or obligations on Schedule 3.02 (whether absolute or contingent and whether due or to become duea) which, in conformity with SAP, applied on a consistent basis, would have been required to be or should be disclosed or provided for in such financial statements. All books of account of each of the Reliance Standard Insurance Companies and Safety National Subsidiaries fully and fairly disclose, in all material respects, disclose all of the transactions, properties, assets, investments, liabilities and obligations of the Reliance Standard such Insurance Companies and Safety National Subsidiary and all of such books of account are in the possession of each of the Reliance Standard such Insurance Companies and Safety National Subsidiary and are true, correct and complete in all material respects. (iib) The investments of each of the Reliance Standard Insurance Companies and Safety National Subsidiaries reflected in the Annual Statements filed with the Department respective Departments with respect to each of the Reliance Standard Insurance Companies' and Safety National's 1995 2017 Fiscal Year (the "1995 “2017 Annual Statements"Statement”), as updated through the September 30, 1996 quarterly statements 2018 Fiscal Year (the "1996 “2018 Annual Statement”) and the March 31, 2019 Quarterly Statements"), Statement (the “2019 Quarterly Statement”) comply in all material respects with all applicable requirements of the applicable Department as to investments which may be made by such Reliance Standard Insurance Company and Safety National.49 (iii) The provisions made in the 1995 Annual Statements and in the 1996 Quarterly Statements for reserves, policy and contract claims and Statutory Liabilities are in compliance in all material respects with the requirements of the applicable Department and have been computed in accordance with SAP. (ivc) Marketable securities and short term investments reflectedreflected in the 2017 Annual Statement, with respect to the Reliance Standard Insurance Companies, in line 10A, page 2, column 1 and, with respect to Safety National, in line 8A, page 2, column 1, of their respective 1995 2018 Annual Statements Statement and in the 1996 2019 Quarterly Statements Statement of each Insurance Subsidiary are valued at cost, amortized cost or market value, as noted on such Statutory Financial Statements and as required by applicable law. . (vd) There has been no changeevent or occurrence which has had or could reasonably be expected to have a Material Adverse Effect on the Borrower, event, action, condition or effect which individually or in on the aggregate materially Borrower and adversely affects the consolidated business, operations, financial prospects or condition of the Reliance Standard Insurance Companies its Subsidiaries taken as a whole or Safety National whole, since December March 31, 1995. Except as set forth on Schedule 7.6, no dividends or other distributions have been declared, paid or made upon any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National nor have any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National been redeemed, retired, purchased or otherwise acquired since December 31, 1995, other than as reflected in the balance sheets of the Reliance Standard Insurance Companies or Safety National2019.

Statutory Financial Statements. (i) The Annual Statements, or the quarterly statements, as the case may be, of each of the Reliance Standard Insurance Companies and Safety National including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and Statutory Liabilities, in each case as filed with the appropriate Governmental Authority of its state of domicile (the "Department") and delivered to each Lender prior to the execution and delivery of this Agreement, as of, and for the 1995 1999 Fiscal Year, and as of the end of, and for, the Fiscal Quarters Quarter ended March 31, 1996, June 30, 1996 and September 30, 1996 2000 (collectively, the "Statutory Financial Statements"), have been prepared in accordance with SAP applied on a consistent basis. Each such Statutory Financial Statement was in compliance in all material respects with applicable law when filed. The Statutory Financial Statements fairly present the financial condition, the results of operations, changes in equity and changes in financial position of each of the Reliance Standard Insurance Companies and Safety National as of and for the respective dates and periods indicated therein in accordance with SAP applied on a consistent basis. Except for liabilities and obligations, including, without limitation, reserves, policy and contract claims and Statutory Liabilities (all of which have been computed in accordance with SAP), disclosed or provided for in the Statutory Financial Statements, the Reliance Standard Insurance Companies and Safety National did not have, as of the respective dates of each of such financial statements any liabilities or obligations (whether absolute or contingent and whether due or to become due) which, in conformity with SAP, applied on a consistent basis, would have been required to be or should be disclosed or provided for in such financial statements. All books of account of the Reliance Standard Insurance Companies and Safety National fully and fairly disclose, in all material respects, all of the transactions, properties, assets, investments, liabilities and obligations of the Reliance Standard Insurance Companies and Safety National and all of such books of account are in the possession of each of the Reliance Standard Insurance Companies and Safety National and are true, correct and complete in all material respects. (ii) The investments of each of the Reliance Standard Insurance Companies and Safety National reflected in the Annual Statements filed with the Department with respect to each of the Reliance Standard Insurance Companies' and Safety National's 1995 1999 Fiscal Year (the "1995 1999 Annual Statements"), as updated through the September 30March 31, 1996 2000 quarterly statements (the "1996 2000 Quarterly Statements"), comply in all material respects with all applicable requirements of the applicable Department as to investments which may be made by such Reliance Standard Insurance Company and Safety National. (iii) The provisions made in the 1995 Annual Statements and in the 1996 Quarterly Statements for reserves, policy and contract claims and Statutory Liabilities are in compliance in all material respects with the requirements of the applicable Department and have been computed in accordance with SAP. (iv) Marketable securities and short term investments reflected, with respect to the Reliance Standard Insurance Companies, in line 10A, page 2, column 1 and, with respect to Safety National, in line 8A, page 2, column 1, of their respective 1995 Annual Statements and in the 1996 Quarterly Statements are valued at cost, amortized cost or market value, as noted on such Statutory Financial Statements and as required by applicable law. (v) There has been no change, event, action, condition or effect which individually or in the aggregate materially and adversely affects the consolidated business, operations, financial prospects or condition of the Reliance Standard Insurance Companies taken as a whole or Safety National since December 31, 1995. Except as set forth on Schedule 7.6, no dividends or other distributions have been declared, paid or made upon any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National nor have any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National been redeemed, retired, purchased or otherwise acquired since December 31, 1995, other than as reflected in the balance sheets of the Reliance Standard Insurance Companies or Safety National.

Statutory Financial Statements. (ia) The Annual Statements, or the quarterly statements, as the case may be, Statement of each of the Reliance Standard Insurance Companies and Safety National Subsidiaries (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and Statutory Liabilities, in each case ) as filed with the appropriate Governmental Authority of its state of domicile (the "Department") and delivered to each Lender prior to the execution and delivery of this Agreement, as of, of and for the 1991, 1992, 1993, 1994 and 1995 Fiscal YearYears, and as of the end of, and for, for the Fiscal Quarters ended March 31, 1996, June 30, 1996 30 and September 30, 1996 (collectively, the "Statutory Financial Statements"), have been prepared in accordance with SAP applied on a consistent basisbasis (except as noted therein). Each such Statutory Financial Statement was in material compliance in all material respects with applicable law when filed. The Statutory Financial Statements fairly present the financial conditionposition, the results of operations, changes in equity and changes in financial position of each of the Reliance Standard such Insurance Companies and Safety National Subsidiary as of and for the respective dates and periods indicated therein in accordance with SAP applied on a consistent basis, except as set forth in the notes thereto or on Schedule 7.2 (a). Except for liabilities and obligations, including, without limitation, reserves, policy and contract claims and Statutory Liabilities (all of which have been computed in accordance with SAP), disclosed or provided for in the Statutory Financial Statements, the Reliance Standard Insurance Companies and Safety National Subsidiaries did not have, as of the respective dates of each of such financial statements statements, any material liabilities or obligations (whether absolute or contingent and whether due or to become due) which, in conformity with SAP, applied on a consistent basis, would have been required to be or should be disclosed or provided for in such financial statements. All books of account of each of the Reliance Standard Insurance Companies and Safety National Subsidiaries fully and fairly disclose, in all material respects, disclose all of the transactions, properties, assets, investments, liabilities and obligations of the Reliance Standard such Insurance Companies and Safety National Subsidiary and all of such books of account are in the possession of each of the Reliance Standard such Insurance Companies and Safety National Subsidiary and are true, correct and complete in all material respects. (iib) The investments of each of the Reliance Standard Insurance Companies and Safety National Subsidiaries reflected in the Annual Statements filed with the Department respective Departments with respect to each of the Reliance Standard Insurance Companies' and Safety National's 1995 Fiscal Year (the "1995 Annual StatementsStatement")) and the March 31, as updated through the June 30 and September 30, 1996 quarterly statements Quarterly Statements (collectively, the "1996 Quarterly Statements"), ) comply in all material respects with all applicable requirements of the Department with respect to each such Insurance Subsidiary as well as those of any other applicable Department as jurisdiction relating to investments in respect of which it may be made by such Reliance Standard Insurance Company and Safety Nationalinvest its funds. (iiic) The provisions made by each Insurance Subsidiary in the its 1995 Annual Statements Statement and in the its 1996 Quarterly Statements for reserves, policy and contract claims and Statutory Liabilities are in compliance in all material respects with the requirements of the applicable Department as well as those of any other applicable jurisdiction, and have been computed in accordance with SAP. (ivd) Marketable securities and short term investments reflected, with respect to reflected in the Reliance Standard Insurance Companies, in line 10A, page 2, column 1 and, with respect to Safety National, in line 8A, page 2, column 1, of their respective 1995 Annual Statements Statement and in the 1996 Quarterly Statements of each Insurance Subsidiary are valued at cost, amortized cost or market value, as noted on such Statutory Financial Statements and as required by applicable law. (ve) There has been no change, event, action, condition or effect which individually or in the aggregate materially and adversely affects the consolidated business, operations, financial prospects or condition of the Reliance Standard Insurance Companies taken as a whole or Safety National since December 31, 1995. Except as set forth on Schedule 7.67.2(e), there has been no dividends material adverse change in the business, assets, operations or other distributions have been declared, paid or made upon any shares of capital stock of any financial condition of the Reliance Standard Insurance Companies Borrower or Safety National nor any Subsidiary which has had or could reasonably be expected to have any shares of capital stock of any of a Material Adverse Effect on the Reliance Standard Insurance Companies Borrower, or Safety National been redeemedon the Borrower and its Subsidiaries taken as a whole since September 30, retired, purchased or otherwise acquired since December 31, 1995, other than as reflected in the balance sheets of the Reliance Standard Insurance Companies or Safety National1996.

Statutory Financial Statements. (ia) The Annual Statements, or the quarterly statements, as the case may be, Statements of each of the Reliance Standard Insurance Companies and Safety National Subsidiary including, without limitation, the provisions made therein for investments and the valuation thereof, losses (reserves), policy and contract claims and Statutory Liabilities, in each case as filed with the appropriate Governmental Authority of its state of domicile (the "Department") Department and delivered to each Lender prior to the execution and delivery of this Agreement, as of, and for the 1995 Fiscal Year, and as of the end of, and for, the Fiscal Quarters ended March 31, 1996, June 30, 1996 and September 30, 1996 Agent pursuant hereto (collectively, the "Statutory Financial Statements"), have been prepared in accordance with SAP applied on a consistent basisSAP. Each such Statutory Financial Statement was in compliance in all material respects with applicable law when filed. The Statutory Financial Statements fairly present the financial conditionposition, the results of operations, changes in equity and changes in financial position of each of the Reliance Standard Insurance Companies and Safety National Subsidiary as of and for the respective dates and periods indicated therein in accordance with SAP applied on a consistent basisSAP, except as set forth in the notes thereto. Except for liabilities and obligationsobligations disclosed or provided for in the Statutory Financial Statements, including, without limitation, losses (reserves, policy and contract claims ) and Statutory Liabilities (all of which have been computed in accordance with SAP), disclosed or provided for in the Statutory Financial Statements, the Reliance Standard no Insurance Companies and Safety National did not have, Subsidiary had as of the respective dates of each of such financial statements Statutory Financial Statements, any liabilities or obligations (whether absolute or contingent and whether due or to become due) which, that in conformity with SAP, applied on a consistent basis, SAP would have been required to be or should be disclosed or provided for in such financial statementsStatutory Financial Statements. All books of account of each of the Reliance Standard Insurance Companies and Safety National Subsidiaries fully and fairly disclose, in all material respects, disclose all of the transactions, properties, assets, investments, liabilities and obligations of the Reliance Standard each Insurance Companies and Safety National Subsidiary, and all of such books of account are in the possession of each of the Reliance Standard Insurance Companies and Safety National Subsidiary, and are true, correct and complete in all material respects. (iib) The investments of each of the Reliance Standard Insurance Companies Subsidiary and Safety National for each Fund reflected in the most recently prepared Annual Statements filed with the Department with respect to each of the Reliance Standard Insurance Companies' and Safety National's 1995 Fiscal Year (the "1995 Annual Statements"), as updated through the September 30, 1996 quarterly statements (the "1996 Quarterly Statements"), comply in all material respects with all applicable requirements of the applicable Department as to investments which may be made by well as those of any other Governmental Authority with jurisdiction over the investment of such Reliance Standard Insurance Company and Safety NationalPerson's funds. (c) The amounts shown in the most recently prepared Annual Statement for each Insurance Subsidiary and for each Fund for (i) aggregate losses (reserves) and loss adjustment expenses for insurance policies and contracts (set forth in lines 1 and 2, column 1, of page 3 thereof), (ii) agents' balances and uncollected premiums (as set forth in lines 9.1, 9.2 and 9.3, column 1, of page 2 thereof) and (iii) The provisions made Statutory Liabilities were computed in accordance with commonly accepted actuarial standards consistently applied and were fairly stated in accordance with sound actuarial principles, were based on actuarial assumptions that were in accordance with or more stringent than those called for in the 1995 Annual Statements insurance policies and contracts and in the 1996 Quarterly Statements for reservesrelated reinsurance, policy co-insurance or similar contracts of such Insurance Subsidiaries, were computed on the basis of assumptions consistent with those of the preceding fiscal year or Quarter, as the case may be, and contract claims and Statutory Liabilities are in compliance in all material respects with met the requirements of the Department, as applicable, as well as those of any other applicable Department Governmental Authority. Such losses (reserves) established by each Insurance Subsidiary and have been computed in accordance with SAP.each Fund were adequate as of such date for the payment by such Insurance Subsidiary of all insurance benefits, losses, claims and investigative expenses of such Insurance Subsidiary and each Fund, as appropriate. 56 (ivd) Marketable securities and short term investments reflected, with respect to the Reliance Standard reflected in each Insurance Companies, in line 10A, page 2, column 1 and, with respect to Safety National, in line 8A, page 2, column 1, of their respective 1995 Subsidiary's and each Fund's Annual Statements and in the 1996 Quarterly Statements Statement are valued at cost, amortized cost or market value, as noted on such Statutory Financial Statements and as required by applicable lawlaw or regulation. (v) There has been no change, event, action, condition or effect which individually or in the aggregate materially and adversely affects the consolidated business, operations, financial prospects or condition of the Reliance Standard Insurance Companies taken as a whole or Safety National since December 31, 1995. Except as set forth on Schedule 7.6, no dividends or other distributions have been declared, paid or made upon any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National nor have any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National been redeemed, retired, purchased or otherwise acquired since December 31, 1995, other than as reflected in the balance sheets of the Reliance Standard Insurance Companies or Safety National.

Statutory Financial Statements. (ia) The Annual Statements, or the quarterly statements, as the case may be, Statement of each of the Reliance Standard Insurance Companies and Safety National Subsidiaries (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and Statutory Liabilities, in each case ) as filed with the appropriate Governmental Authority of its state of domicile (the "Department") and delivered to each Lender prior to the execution and delivery of this Agreement, as of, of and for the 1995 1997, 1998, 1999, 2000 and 2001 Fiscal YearYears, and as of the end of, and for, for the Fiscal Quarters Quarter ended March 31, 1996, June 30, 1996 and September 30, 1996 2002 (collectively, the "Statutory Financial Statements"), have been prepared in accordance with SAP applied on a consistent basisbasis (except as noted therein). Each such Statutory Financial Statement was in material compliance in all material respects with applicable law when filed. The Statutory Financial Statements fairly present the financial conditionposition, the results of operations, changes in equity and changes in financial position of each of the Reliance Standard such Insurance Companies and Safety National Subsidiary as of and for the respective dates and periods indicated therein in accordance with SAP applied on a consistent basiswith (a). Except for liabilities and obligations, including, without limitation, reserves, policy and contract claims and Statutory Liabilities (all of which have been computed in accordance with SAP), disclosed or provided for in the Statutory Financial Statements, the Reliance Standard Insurance Companies and Safety National Subsidiaries did not have, as of the respective dates of each of such financial statements statements, any material liabilities or obligations (whether absolute or contingent and whether due or to become due) which, in conformity with SAP, applied on a consistent basis, would have been required to be or should be disclosed or provided for in such financial statements. All books of account of each of the Reliance Standard Insurance Companies and Safety National Subsidiaries fully and fairly disclose, in all material respects, disclose all of the transactions, properties, assets, investments, liabilities and obligations of the Reliance Standard such Insurance Companies and Safety National Subsidiary and all of such books of account are in the possession of each of the Reliance Standard such Insurance Companies and Safety National Subsidiary and are true, correct and complete in all material respects. (iib) The investments of each of the Reliance Standard Insurance Companies and Safety National Subsidiaries reflected in the Annual Statements filed with the Department respective Departments with respect to each of the Reliance Standard Insurance Companies' and Safety National's 1995 2001 Fiscal Year (the "1995 2001 Annual StatementsStatement")) and the March 31, as updated through the September 30, 1996 quarterly statements 2002 Quarterly Statement (the "1996 2002 Quarterly StatementsStatement"), ) comply in all material respects with all applicable requirements of the Department with respect to each such Insurance Subsidiary as well as those of any other applicable Department as jurisdiction relating to investments in respect of which it may be made by such Reliance Standard Insurance Company and Safety Nationalinvest its funds. (iiic) The provisions made by each Insurance Subsidiary in the 1995 its 2001 Annual Statements Statement and in the 1996 Quarterly Statements its 0000 Xxxxxxxxx Xxxxxxxxx for reserves, policy and contract claims and Statutory Liabilities are in compliance in all material respects with the requirements of the applicable Department as well as those of any other applicable jurisdiction, and have been computed in accordance with SAP. (ivd) Marketable securities and short term investments reflected, with respect to reflected in the Reliance Standard Insurance Companies, in line 10A, page 2, column 1 and, with respect to Safety National, in line 8A, page 2, column 1, of their respective 1995 2001 Annual Statements Statement and in the 1996 2002 Quarterly Statements Statement of each Insurance Subsidiary are valued at cost, amortized cost or market value, as noted on such Statutory Financial Statements and as required by applicable law. (ve) There has been no change, event, action, condition or effect which individually or in the aggregate materially and adversely affects the consolidated business, operations, financial prospects or condition of the Reliance Standard Insurance Companies taken as a whole or Safety National since December 31, 1995. Except as set forth on Schedule 7.67.2(e), there has been no dividends material adverse change in the business, assets, operations or other distributions have been declared, paid or made upon any shares of capital stock of any financial condition of the Reliance Standard Insurance Companies Borrower or Safety National nor any Subsidiary which has had or could reasonably be expected to have any shares of capital stock of any of a Material Adverse Effect on the Reliance Standard Insurance Companies Borrower, or Safety National been redeemed, retired, purchased or otherwise acquired on the Borrower and its Subsidiaries taken as a whole since December 31, 1995, other than as reflected in the balance sheets of the Reliance Standard Insurance Companies or Safety National2001.

Statutory Financial Statements. (i) The Annual Statements, or the quarterly statements, as the case may be, of each of the Reliance Standard Insurance Companies and Safety National including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and Statutory Liabilities, in each case as filed with the appropriate Governmental Authority of its state of domicile (the "Department") and delivered to each Lender prior to the execution and delivery of this Agreement, as of, and for the 1995 2005 Fiscal Year, and as of the end of, and for, the Fiscal Quarters Quarter ended March 31, 1996, June 30, 1996 and September 30, 1996 2006 (collectively, the "Statutory Financial Statements"), have been prepared in accordance with SAP applied on a consistent basis. Each such Statutory Financial Statement was in compliance in all material respects with applicable law when filed. The Statutory Financial Statements fairly present the financial condition, the results of operations, changes in equity and changes in financial position of each of the Reliance Standard Insurance Companies and Safety National as of and for the respective dates and periods indicated therein in accordance with SAP applied on a consistent basis. Except for liabilities and obligations, including, without limitation, reserves, policy and contract claims and Statutory Liabilities (all of which have been computed in accordance with SAP), disclosed or provided for in the Statutory Financial Statements, the Reliance Standard Insurance Companies and Safety National did not have, as of the respective dates of each of such financial statements any liabilities or obligations (whether absolute or contingent and whether due or to become due) which, in conformity with SAP, applied on a consistent basis, would have been required to be or should be disclosed or provided for in such financial statements. All books of account of the Reliance Standard Insurance Companies and Safety National fully and fairly disclose, in all material respects, all of the transactions, properties, assets, investments, liabilities and obligations of the Reliance Standard Insurance Companies and Safety National and all of such books of account are in the possession of each of the Reliance Standard Insurance Companies and Safety National and are true, correct and complete in all material respects. (ii) The investments of each of the Reliance Standard Insurance Companies and Safety National reflected in the Annual Statements filed with the Department with respect to each of the Reliance Standard Insurance Companies' and Safety National's 1995 2005 Fiscal Year (the "1995 2005 Annual Statements"), as updated through the September June 30, 1996 2006 quarterly statements (the "1996 2006 Quarterly Statements"), comply in all material respects with all applicable requirements of the applicable Department as to investments which may be made by such Reliance Standard Insurance Company and Safety National. (iii) The provisions made in the 1995 2005 Annual Statements and in the 1996 2006 Quarterly Statements for reserves, policy and contract claims and Statutory Liabilities are in compliance in all material respects with the requirements of the applicable Department and have been computed in accordance with SAP. (iv) Marketable securities and short term investments reflected, with respect to the Reliance Standard Insurance Companies, in line 10A10, page 2, column 1 3 and, with respect to Safety National, in line 8A10, page 2, column 13, of their respective 1995 2005 Annual Statements and in the 1996 2006 Quarterly Statements are valued at cost, amortized cost or market value, as noted on such Statutory Financial Statements and as required by applicable law. (v) There has been no change, event, action, condition or effect which individually or in the aggregate materially and adversely affects the consolidated business, operations, financial prospects or condition of the Reliance Standard Insurance Companies taken as a whole or Safety National since December 31, 1995. Except as set forth on Schedule 7.65.05, no dividends or other distributions have been declared, paid or made upon any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National nor have any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National been redeemed, retired, purchased or otherwise acquired since December 31, 19952005, other than as reflected in the balance sheets of the Reliance Standard Insurance Companies or Safety National.

Statutory Financial Statements. (ia) The Annual Statements, or the quarterly statements, as the case may be, Statement of each of the Reliance Standard Insurance Companies and Safety National including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and Statutory Liabilities, in each case Subsidiaries as filed with the appropriate Governmental Authority of its state of domicile (the "“Department"”) and delivered to each Lender prior to the execution and delivery of this Agreement, as of, of and for the 1995 2012 and 2013 Fiscal Year, Years and as of the end of, and for, for the Fiscal Quarters Quarter ended March 31, 1996, June 30, 1996 and September 30, 1996 2014 (collectively, the "“Statutory Financial Statements"”), have been prepared in accordance with SAP applied on a consistent basisbasis (except as noted therein). Each such Statutory Financial Statement was in material compliance in all material respects with applicable law when filed. The Statutory Financial Statements fairly present the financial conditionposition, the results of operations, changes in equity and changes in financial position of each of the Reliance Standard such Insurance Companies and Safety National Subsidiary as of and for the respective dates and periods indicated therein in accordance with SAP applied on a consistent basis. Except for liabilities and obligations, including, without limitation, reserves, policy and contract claims and Statutory Liabilities (all of which have been computed in accordance with SAP), disclosed or provided for except as set forth in the Statutory Financial Statements, the Reliance Standard Insurance Companies and Safety National did not have, as of the respective dates of each of such financial statements any liabilities notes thereto or obligations on Schedule 3.02 (whether absolute or contingent and whether due or to become duea) which, in conformity with SAP, applied on a consistent basis, would have been required to be or should be disclosed or provided for in such financial statements. All books of account of each of the Reliance Standard Insurance Companies and Safety National Subsidiaries fully and fairly disclose, in all material respects, disclose all of the transactions, properties, assets, investments, liabilities and obligations of the Reliance Standard such Insurance Companies and Safety National Subsidiary and all of such books of account are in the possession of each of the Reliance Standard such Insurance Companies and Safety National Subsidiary and are true, correct and complete in all material respects. (iib) The investments of each of the Reliance Standard Insurance Companies and Safety National Subsidiaries reflected in the Annual Statements filed with the Department respective Departments with respect to each of the Reliance Standard Insurance Companies' and Safety National's 1995 2012 Fiscal Year (the "1995 “2012 Annual Statements"Statement”), as updated through the September 30, 1996 quarterly statements 2013 Fiscal Year (the "1996 “2013 Annual Statement”) and the March 31, 2014 Quarterly Statements"), Statement (the “2014 Quarterly Statement”) comply in all material respects with all applicable requirements of the Department with respect to each such Insurance Subsidiary as well as those of any other applicable Department as jurisdiction relating to investments in respect of which it may be made by such Reliance Standard Insurance Company and Safety Nationalinvest its funds. (iii) The provisions made in the 1995 Annual Statements and in the 1996 Quarterly Statements for reserves, policy and contract claims and Statutory Liabilities are in compliance in all material respects with the requirements of the applicable Department and have been computed in accordance with SAP. (ivc) Marketable securities and short term investments reflectedreflected in the 2012 Annual Statement, with respect to the Reliance Standard Insurance Companies, in line 10A, page 2, column 1 and, with respect to Safety National, in line 8A, page 2, column 1, of their respective 1995 2013 Annual Statements Statement and in the 1996 2014 Quarterly Statements Statement of each Insurance Subsidiary are valued at cost, amortized cost or market value, as noted on such Statutory Financial Statements and as required by applicable law. (vd) There has been no changeevent or occurrence which has had or could reasonably be expected to have a Material Adverse Effect on the Borrower, event, action, condition or effect which individually or in on the aggregate materially Borrower and adversely affects the consolidated business, operations, financial prospects or condition of the Reliance Standard Insurance Companies its Subsidiaries taken as a whole or Safety National whole, since December March 31, 1995. Except as set forth on Schedule 7.6, no dividends or other distributions have been declared, paid or made upon any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National nor have any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National been redeemed, retired, purchased or otherwise acquired since December 31, 1995, other than as reflected in the balance sheets of the Reliance Standard Insurance Companies or Safety National2014.

Statutory Financial Statements. (i) The Annual Statements, or the quarterly statements, as the case may be, of each of the Reliance Standard Insurance Companies and Safety National including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and Statutory Liabilities, in each case as filed with the appropriate Governmental Authority of its state of domicile (the "“Department"”) and delivered to each Lender prior to the execution and delivery of this Agreement, as of, and for the 1995 2009 Fiscal Year, and as of the end of, and for, the Fiscal Quarters Quarter ended March 31, 1996, June 30, 1996 and September 30, 1996 2010 (collectively, the "“Statutory Financial Statements"”), have been prepared in accordance with SAP applied on a consistent basis. Each such Statutory Financial Statement was in compliance in all material respects with applicable law when filed. The Statutory Financial Statements fairly present the financial condition, the results of operations, changes in equity and changes in financial position of each of the Reliance Standard Insurance Companies and Safety National as of and for the respective dates and periods indicated therein in accordance with SAP applied on a consistent basis. Except for liabilities and obligations, including, without limitation, reserves, policy and contract claims and Statutory Liabilities (all of which have been computed in accordance with SAP), disclosed or provided for in the Statutory Financial Statements, the Reliance Standard Insurance Companies and Safety National did not have, as of the respective dates of each of such financial statements any liabilities or obligations (whether absolute or contingent and whether due or to become due) which, in conformity with SAP, applied on a consistent basis, would have been required to be or should be disclosed or provided for in such financial statements. All books of account of the Reliance Standard Insurance Companies and Safety National fully and fairly disclose, in all material respects, all of the transactions, properties, assets, investments, liabilities and obligations of the Reliance Standard Insurance Companies and Safety National and all of such books of account are in the possession of each of the Reliance Standard Insurance Companies and Safety National and are true, correct and complete in all material respects. (ii) The investments of each of the Reliance Standard Insurance Companies and Safety National reflected in the Annual Statements filed with the Department with respect to each of the Reliance Standard Insurance Companies' ’ and Safety National's 1995 ’s 2009 Fiscal Year (the "1995 “2009 Annual Statements"”), as updated through the September 30, 1996 2010 quarterly statements (the "1996 “2010 Quarterly Statements"”), comply in all material respects with all applicable requirements of the applicable Department as to investments which may be made by such Reliance Standard Insurance Company and Safety National. (iii) The provisions made in the 1995 2009 Annual Statements and in the 1996 2010 Quarterly Statements for reserves, policy and contract claims and Statutory Liabilities are in compliance in all material respects with the requirements of the applicable Department and have been computed in accordance with SAP. (iv) Marketable securities and short term investments reflected, with respect to the Reliance Standard Insurance Companies, in line 10A10, page 2, column 1 3 and, with respect to Safety National, in line 8A10, page 2, column 13, of their respective 1995 2009 Annual Statements and in the 1996 2010 Quarterly Statements are valued at cost, amortized cost or market value, as noted on such Statutory Financial Statements and as required by applicable law. (v) There has been no change, event, action, condition or effect which individually or in the aggregate materially and adversely affects the consolidated business, operations, financial prospects or condition of the Reliance Standard Insurance Companies taken as a whole or Safety National since December 31, 1995. Except as set forth on Schedule 7.65.05, no dividends or other distributions have been declared, paid or made upon any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National nor have any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National been redeemed, retired, purchased or otherwise acquired since December 31, 19952009, other than as reflected in the balance sheets of the Reliance Standard Insurance Companies or Safety National.

Statutory Financial Statements. (i) The Annual Statements, or the quarterly statements, as the case may be, of each of the Reliance Standard Insurance Companies and Safety National including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and Statutory Liabilities, in each case as filed with the appropriate Governmental Authority of its state of domicile (the "Department") and delivered to each Lender prior to the execution and delivery of this Agreement, as of, and for the 1995 1999 Fiscal Year, and as of the end of, and for, the Fiscal Quarters Quarter ended March 31, 1996, June 30, 1996 and September 30, 1996 2000 (collectively, the "Statutory Financial Statements"), have been prepared in accordance with SAP applied on a consistent basis. Each such Statutory Financial Statement was in compliance in all material respects with applicable law when filed. The Statutory Financial Statements fairly present the financial condition, the results of operations, changes in equity and changes in financial position of each of the Reliance Standard Insurance Companies and Safety National as of and for the respective dates and periods indicated therein in accordance with SAP applied on a consistent basis. Except for liabilities and obligations, including, without limitation, reserves, policy and contract claims and Statutory Liabilities (all of which have been computed in accordance with SAP), disclosed or provided for in the Statutory Financial Statements, the Reliance Standard Insurance Companies and Safety National did not have, as of the respective dates of each of such financial statements any liabilities or obligations (whether absolute or contingent and whether due or to become due) which, in conformity with SAP, applied on a consistent basis, would have been required to be or should be -41- 48 disclosed or provided for in such financial statements. All books of account of the Reliance Standard Insurance Companies and Safety National fully and fairly disclose, in all material respects, all of the transactions, properties, assets, investments, liabilities and obligations of the Reliance Standard Insurance Companies and Safety National and all of such books of account are in the possession of each of the Reliance Standard Insurance Companies and Safety National and are true, correct and complete in all material respects. (ii) The investments of each of the Reliance Standard Insurance Companies and Safety National reflected in the Annual Statements filed with the Department with respect to each of the Reliance Standard Insurance Companies' and Safety National's 1995 1999 Fiscal Year (the "1995 1999 Annual Statements"), as updated through the September 30March 31, 1996 2000 quarterly statements (the "1996 2000 Quarterly Statements"), comply in all material respects with all applicable requirements of the applicable Department as to investments which may be made by such Reliance Standard Insurance Company and Safety National. (iii) The provisions made in the 1995 1999 Annual Statements and in the 1996 2000 Quarterly Statements for reserves, policy and contract claims and Statutory Liabilities are in compliance in all material respects with the requirements of the applicable Department and have been computed in accordance with SAP. (iv) Marketable securities and short term investments reflected, with respect to the Reliance Standard Insurance Companies, in line 10A11, page 2, column 1 and, with respect to Safety National, in line 8A9, page 2, column 1, of their respective 1995 1999 Annual Statements and in the 1996 2000 Quarterly Statements are valued at cost, amortized cost or market value, as noted on such Statutory Financial Statements and as required by applicable law. (v) There has been no change, event, action, condition or effect which individually or in the aggregate materially and adversely affects the consolidated business, operations, financial prospects or condition of the Reliance Standard Insurance Companies taken as a whole or Safety National since December 31, 19951999. Except as set forth on Schedule 7.6, no dividends or other distributions have been declared, paid or made upon any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National nor have any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National been redeemed, retired, purchased or otherwise acquired since December 31, 19951999, other than as reflected in the balance sheets of the Reliance Standard Insurance Companies or Safety National.

Statutory Financial Statements. (a) There have been made available to the Buyer true, correct and complete copies of (i) The Annual Statements, or the quarterly statements, as statutory financial statements (including the case may be, of each of the Reliance Standard Insurance Companies and Safety National including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and Statutory Liabilities, annual reports filed in each case as state in which MEEMIC Insurance is admitted or approved) for MEEMIC Insurance for the years ended December 31, 2002, 2003 and 2004 and (ii) the statutory financial statements (including quarterly reports filed with in each state in which MEEMIC Insurance is admitted or approved) for MEEMIC Insurance for the appropriate Governmental Authority first two quarters in the year 2005, and Holdings will deliver to the Buyer true, correct and complete copies of its state of domicile (the "Department") and delivered to each Lender such statements for all quarters which are filed prior to the execution and delivery of this Agreement, as of, and for the 1995 Fiscal Year, and as of the end of, and for, the Fiscal Quarters ended March 31, 1996, June 30, 1996 and September 30, 1996 Closing Date (collectively, the "Statutory Financial Statements"). (b) The Statutory Statements each present (or will present) fairly, have been prepared on a consistent basis and in accordance with SAP applied on a consistent basisthe practices prescribed or permitted by the appropriate regulatory agencies of each state in which the Statutory Statements have been or may be required to be filed, the financial position of MEEMIC Insurance at the date of each such statement and the results of MEEMIC Insurance's operations for each such referenced period. Each such Further, the exhibits and schedules included in the Statutory Financial Statement was Statements are fairly stated in compliance relation to MEEMIC Insurance and the Statutory Statements comply in all material respects with applicable law when filed. regulatory requirements. (c) The amounts shown in the Statutory Financial Statements fairly present the financial conditionas reserves and liabilities for past and future insurance policy benefits, the results of operationslosses, changes in equity and changes in financial position of each of the Reliance Standard Insurance Companies and Safety National as of and for the respective dates and periods indicated therein in accordance with SAP applied on a consistent basis. Except for liabilities and obligations, including, without limitation, reserves, policy and contract claims and Statutory Liabilities (all of which have been expenses under insurance policies were computed in accordance with SAP)commonly accepted actuarial standards consistently applied, disclosed or provided were fairly stated in accordance with sound actuarial principles, were based on actuarial assumptions that were in accordance with those called for in policy provisions and met the requirements of applicable insurance laws, and such amounts shown on Statutory Financial Statements, Statements filed after the Reliance Standard Insurance Companies date hereof and Safety National did not have, as of on or prior to the respective dates of each of such financial statements any liabilities or obligations (whether absolute or contingent Closing Date will be so computed and whether due or to become due) which, based on the same principles used in conformity with SAP, applied on a consistent basis, would have been required to be or should be disclosed or provided for in such financial statements. All books of account of the Reliance Standard Insurance Companies and Safety National fully and fairly disclose, in all material respects, all of the transactions, properties, assets, investments, liabilities and obligations of the Reliance Standard Insurance Companies and Safety National and all of such books of account are in the possession of each of the Reliance Standard Insurance Companies and Safety National and are true, correct and complete in all material respectsprior periods. (iid) The investments MEEMIC Insurance has all necessary letters of each credit or other security devices in all cases where needed, and all such letters of the Reliance Standard Insurance Companies credit and Safety National reflected in the Annual Statements filed with the Department with respect to each of the Reliance Standard Insurance Companies' and Safety National's 1995 Fiscal Year (the "1995 Annual Statements"), as updated through the September 30, 1996 quarterly statements (the "1996 Quarterly Statements"), security devices comply in all material respects with all applicable requirements laws and regulations, to enable it to take a credit against its liabilities in, or increase its assets by, the amount of the applicable Department as to investments which may be made by such Reliance Standard Insurance Company and Safety National. (iii) The provisions made in the 1995 Annual Statements and in the 1996 Quarterly Statements for reserves, policy and contract claims and Statutory Liabilities are in compliance in all material respects with the requirements letter of the applicable Department and have been computed in accordance with SAP. (iv) Marketable securities and short term investments reflected, with respect to the Reliance Standard Insurance Companies, in line 10A, page 2, column 1 and, with respect to Safety National, in line 8A, page 2, column 1, of their respective 1995 Annual Statements and in the 1996 Quarterly Statements are valued at cost, amortized cost credit or market value, as noted on such Statutory Financial Statements and as required by applicable law. (v) There has been no change, event, action, condition or effect which individually or in the aggregate materially and adversely affects the consolidated business, operations, financial prospects or condition of the Reliance Standard Insurance Companies taken as a whole or Safety National since December 31, 1995security device. Except as set forth on Schedule 7.6, no dividends or other distributions have been declared, paid or made upon any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National nor have any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National been redeemed, retired, purchased or otherwise acquired since December 31, 1995, other than as reflected in the balance sheets of the Reliance Standard Insurance Companies or Safety National.2.8

Statutory Financial Statements. (ia) The Annual Statements, or the quarterly statements, as the case may be, ------------------------------ Statement of each of the Reliance Standard Insurance Companies and Safety National Subsidiaries (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and Statutory Liabilities, in each case statutory liabilities) as filed with the appropriate Governmental Authority of its state jurisdiction of domicile (the "Department") and delivered to each Lender prior to the execution and delivery ---------- of this Agreement, as of, of and for the 1995 Fiscal Year, and as of the end of, and for, the Fiscal Quarters ended March 31, 1996, June 30, 1996 and September 30, 1996 (collectively, the "Statutory Financial ------------------- Statements"), have been prepared in accordance with SAP applied on a consistent basis---------- basis (except as noted therein). Each such Statutory Financial Statement was in compliance in all material respects with applicable law when filed. The Statutory Financial Statements fairly present the financial conditionposition, the results of operations, operations and changes in equity and changes in financial position of each of the Reliance Standard such Insurance Companies and Safety National Subsidiary as of and for the respective dates and periods indicated therein in accordance with SAP applied on a consistent basis. , except as set forth in the notes thereto or on Schedule 4.2 (a) Except for --------------- liabilities and obligations, including, without limitation, reserves, policy and contract claims and Statutory Liabilities statutory liabilities (all of which have been computed in accordance with SAP), disclosed or provided for in the Statutory Financial Statements, the Reliance Standard Insurance Companies and Safety National Subsidiaries did not have, as of the respective dates of each of such financial statements statements, any liabilities or obligations (whether absolute or contingent and whether due or to become due) which, in conformity with SAP, applied on a consistent basis, would have been required to be or should be disclosed or provided for in such financial statements. All books of account of each of the Reliance Standard Insurance Companies and Safety National Subsidiaries fully and fairly disclose, in all material respects, disclose all of the transactions, properties, assets, investments, liabilities and obligations of the Reliance Standard such Insurance Companies and Safety National Subsidiary and all of such books of account are in the possession of each of the Reliance Standard such Insurance Companies and Safety National Subsidiary and are true, correct and complete in all material respects. (iib) The investments of each of the Reliance Standard Insurance Companies and Safety National reflected in the Annual Statements filed with the Department with respect to each of the Reliance Standard Insurance Companies' and Safety National's 1995 Fiscal Year (the "1995 Annual Statements"), as updated through the September 30, 1996 quarterly statements (the "1996 Quarterly Statements"), comply in all material respects with all applicable requirements of the applicable Department as to investments which may be made by such Reliance Standard Insurance Company and Safety National. (iii) The provisions made in the 1995 Annual Statements and in the 1996 Quarterly Statements for reserves, policy and contract claims and Statutory Liabilities are in compliance in all material respects with the requirements of the applicable Department and have been computed in accordance with SAP. (iv) Marketable securities and short term investments reflected, with respect to the Reliance Standard Insurance Companies, in line 10A, page 2, column 1 and, with respect to Safety National, in line 8A, page 2, column 1, of their respective 1995 Annual Statements and in the 1996 Quarterly Statements are valued at cost, amortized cost or market value, as noted on such Statutory Financial Statements and as required by applicable law. (v) There has been no change, event, action, condition or effect which individually or in the aggregate materially and adversely affects the consolidated business, operations, financial prospects or condition of the Reliance Standard Insurance Companies taken as a whole or Safety National since December 31, 1995. Except as set forth on Schedule 7.64.2(b), there has been --------------- no dividends change in the business, assets, operations or other distributions have been declared, paid or made upon any shares of capital stock of any financial condition of the Reliance Standard Insurance Companies Borrower or Safety National nor any Subsidiary which has had or could reasonably be expected to have any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National been redeemed, retired, purchased or otherwise acquired a Material Adverse Effect since December 31, 1995, other than as reflected in the balance sheets of the Reliance Standard Insurance Companies or Safety National.

Statutory Financial Statements. (a) There have been delivered to the Buyer true, correct and complete copies of (i) The Annual Statements, or the quarterly statements, as statutory financial statements (including the case may be, of each of the Reliance Standard Insurance Companies and Safety National including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and Statutory Liabilities, annual statements filed in each case as state in which the Insurance Subsidiary is admitted or approved) for each Insurance Subsidiary for the years ended December 31, 2004 and 2005 and (ii) the statutory financial statements (including quarterly statements filed with in each state in which the appropriate Governmental Authority Insurance Subsidiary is admitted or approved) for each Insurance Subsidiary for the first and second quarters in the year 2006, and Sellers will deliver to the Buyer true, correct and complete copies of its state of domicile (the "Department") and delivered to each Lender such statements for all quarters which are filed prior to the execution and delivery of this Agreement, as of, and for the 1995 Fiscal Year, and as of the end of, and for, the Fiscal Quarters ended March 31, 1996, June 30, 1996 and September 30, 1996 Closing Date (collectively, the "“Statutory Financial Statements"”). (b) The Statutory Statements each present (or will present) fairly, have been prepared on a consistent basis and in accordance with SAP applied on a consistent basisthe statutory accounting practices (“SAP”) prescribed or permitted by the appropriate regulatory agencies of each state in which the Statutory Statements have been or may be required to be filed (and any such permitted practices applicable to the Insurance Subsidiaries are listed in Schedule 3.7(b)), the financial position of the related Insurance Subsidiary at the date of each such statement and the results of the related Insurance Subsidiary’s operations for each such referenced period. Each such Further, the exhibits and schedules included in the Statutory Financial Statement was Statements are fairly stated in compliance relation to the related Insurance Subsidiary and the Statutory Statements comply with applicable regulatory requirements in all material respects and no insurance regulatory authority has asserted any material deficiency with applicable law when filed. respect to such Statutory Statements. (c) The amounts shown in the Statutory Financial Statements fairly present the financial condition, the results of operations, changes in equity as reserves and changes in financial position of each of the Reliance Standard Insurance Companies liabilities for past and Safety National as of and for the respective dates and periods indicated therein in accordance with SAP applied on a consistent basis. Except for liabilities and obligations, including, without limitation, reserves, future insurance policy and contract claims and Statutory Liabilities (all of which have been expenses under insurance policies, were computed in accordance with SAP)commonly accepted actuarial standards consistently applied, disclosed or provided for in the Statutory Financial Statements, the Reliance Standard Insurance Companies and Safety National did not have, as of the respective dates of each of such financial statements any liabilities or obligations (whether absolute or contingent and whether due or to become due) which, in conformity with SAP, applied on a consistent basis, would have been required to be or should be disclosed or provided for in such financial statements. All books of account of the Reliance Standard Insurance Companies and Safety National fully and were fairly disclosestated, in all material respects, all in accordance with sound actuarial principles, were based on reasonable actuarial assumptions that were in accordance with those called for in policy provisions and met the requirements of applicable insurance laws, and such amounts shown on Statutory Statements filed after the transactionsEffective Date and on or prior to the Closing Date will be so computed and based on the same principles used in prior periods. (d) Schedule 3.7(d) contains a complete, properties, assets, investments, liabilities correct and obligations of the Reliance Standard Insurance Companies and Safety National and all of such books of account are in the possession accurate list of each of the Reliance Standard Insurance Companies and Safety National and are true, correct and complete in all material respects. (ii) The investments of each of the Reliance Standard Insurance Companies and Safety National reflected securities in the Annual Statements filed with the Department with respect to each TARGET and its Subsidiaries’ investment portfolios and their fair market value as of the Reliance Standard Insurance Companies' and Safety National's 1995 Fiscal Year (the "1995 Annual Statements")August 31, as updated through the September 30, 1996 quarterly statements (the "1996 Quarterly Statements"), comply in all material respects with all applicable requirements of the applicable Department as to investments which may be made by such Reliance Standard Insurance Company and Safety National. (iii) The provisions made in the 1995 Annual Statements and in the 1996 Quarterly Statements for reserves, policy and contract claims and Statutory Liabilities are in compliance in all material respects with the requirements of the applicable Department and have been computed in accordance with SAP. (iv) Marketable securities and short term investments reflected, with respect to the Reliance Standard Insurance Companies, in line 10A, page 2, column 1 and, with respect to Safety National, in line 8A, page 2, column 1, of their respective 1995 Annual Statements and in the 1996 Quarterly Statements are valued at cost, amortized cost or market value, as noted on such Statutory Financial Statements and as required by applicable law. (v) There has been no change, event, action, condition or effect which individually or in the aggregate materially and adversely affects the consolidated business, operations, financial prospects or condition of the Reliance Standard Insurance Companies taken as a whole or Safety National since 2006. Since December 31, 1995. Except as set forth on Schedule 7.62005, no dividends all derivative instruments, including interest rate swaps, caps, floors, and option agreements, if any, entered into by TARGET or other distributions have been declared, paid or made upon any shares of capital stock of any of its Subsidiaries, were entered into in conformity with TARGET’s written investment policies, derivative use plans, or similar documents in effect at the Reliance Standard Insurance Companies or Safety National nor have time any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National been redeemed, retired, purchased or otherwise acquired since December 31, 1995, other than as reflected in the balance sheets of the Reliance Standard Insurance Companies or Safety Nationalsuch derivative instrument was entered into.

Statutory Financial Statements. (ia) The Annual Statements, or the quarterly statements, as the case may be, Statement of each of the Reliance Standard Insurance Companies and Safety National Subsidiaries (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and Statutory Liabilities, in each case ) as filed with the appropriate Governmental Authority of its state of domicile (the "“Department"”) and delivered to each Lender prior to the execution and delivery of this Agreement, as of, of and for the 1995 2005 Fiscal Year, Year and as of the end of, and for, for the Fiscal Quarters Quarter ended March 31, 1996, June 30, 1996 and September 30, 1996 2006 (collectively, the "“Statutory Financial Statements"”), have been prepared in accordance with SAP applied on a consistent basisbasis (except as noted therein). Each such Statutory Financial Statement was in material compliance in all material respects with applicable law when filed. The Statutory Financial Statements fairly present the financial conditionposition, the results of operations, changes in equity and changes in financial position of each of the Reliance Standard Insurance Companies and Safety National as of and for the respective dates and periods indicated therein in accordance with SAP applied on a consistent basis. , (a) Except for liabilities and obligations, including, without limitation, reserves, policy and contract claims and Statutory Liabilities (all of which have been computed in accordance with SAP), disclosed or provided for in the Statutory Financial Statements, the Reliance Standard Insurance Companies and Safety National Subsidiaries did not have, as of the respective dates of each of such financial statements statements, any material liabilities or obligations (whether absolute or contingent and whether due or to become due) which, in conformity with SAP, applied on a consistent basis, would have been required to be or should be disclosed or provided for in such financial statements. All books of account of each of the Reliance Standard Insurance Companies and Safety National Subsidiaries fully and fairly disclose, in all material respects, disclose all of the transactions, properties, assets, investments, liabilities and obligations of the Reliance Standard such Insurance Companies and Safety National Subsidiary and all of such books of account are in the possession of each of the Reliance Standard such Insurance Companies and Safety National Subsidiary and are true, correct and complete in all material respects. (iib) The investments of each of the Reliance Standard Insurance Companies and Safety National Subsidiaries reflected in the Annual Statements filed with the Department respective Departments with respect to each of the Reliance Standard Insurance Companies' and Safety National's 1995 2005 Fiscal Year (the "1995 Annual Statements"), as updated through “2005Annual Statement”) and the September 30, 1996 quarterly statements 2006 Quarterly Statement (the "1996 “2006 Quarterly Statements"), Statement”) comply in all material respects with all applicable requirements of the Department with respect to each such Insurance Subsidiary as well as those of any other applicable Department as jurisdiction relating to investments in respect of which it may be made by such Reliance Standard Insurance Company and Safety Nationalinvest its funds. (iiic) The provisions made by each Insurance Subsidiary in the 1995 its 2005 Annual Statements Statement and in the 1996 Quarterly Statements its 0000 Xxxxxxxxx Xxxxxxxxx for reserves, policy and contract claims and Statutory Liabilities are in compliance in all material respects with the requirements of the applicable Department as well as those of any other applicable jurisdiction, and have been computed in accordance with SAP. (ivd) Marketable securities and short term investments reflected, with respect to reflected in the Reliance Standard Insurance Companies, in line 10A, page 2, column 1 and, with respect to Safety National, in line 8A, page 2, column 1, of their respective 1995 2005 Annual Statements Statement and in the 1996 2006 Quarterly Statements Statement of each Insurance Subsidiary are valued at cost, amortized cost or market value, as noted on such Statutory Financial Statements and as required by applicable law. (ve) There has been no changeevent or occurrence which has had or could reasonably be expected to have a Material Adverse Effect on the Borrower, event, action, condition or effect which individually or in on the aggregate materially Borrower and adversely affects the consolidated business, operations, financial prospects or condition of the Reliance Standard Insurance Companies its Subsidiaries taken as a whole or Safety National whole, since December 31, 1995. Except as set forth on Schedule 7.6, no dividends or other distributions have been declared, paid or made upon any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National nor have any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National been redeemed, retired, purchased or otherwise acquired since December 31, 1995, other than as reflected in the balance sheets of the Reliance Standard Insurance Companies or Safety National2005.

Statutory Financial Statements. (i) The Annual Statements, or the quarterly statements, Except as the case may be, of each described in Section 3.4(c)(i) of the Reliance Standard Insurance Companies and Safety National including, without limitationCompany Disclosure Schedule, the provisions made therein for investments Company has delivered to Parent true, correct and complete copies of (i) the valuation thereof, reserves, policy and contract claims and Statutory Liabilities, in each case as statutory financial statements (including the annual reports filed with the appropriate Governmental Authority domiciliary states of its state each Insurance Subsidiary) for each Subsidiary of domicile the Company that is licensed to or that conducts an insurance or reinsurance business (the each an "DepartmentInsurance Subsidiary") for the years ended December 31, 2002, 2003, 2004 and delivered 2005 and (ii) the statutory financial statements (including quarterly reports filed with the domiciliary states of each Insurance Subsidiary) for each Insurance Subsidiary for the first three quarters in the year 2006, and the Company will deliver to each Lender Parent true, correct and complete copies of such statements for all quarters which are filed prior to the execution and delivery of this Agreement, as of, and for the 1995 Fiscal Year, and as of the end of, and for, the Fiscal Quarters ended March 31, 1996, June 30, 1996 and September 30, 1996 Effective Time (collectively, the "Statutory Financial Statements"), have been prepared in accordance with SAP applied on a consistent basis. Each such Statutory Financial Statement was in compliance in all material respects with applicable law when filed. The Statutory Financial Statements fairly present the financial condition, the results of operations, changes in equity and changes in financial position of each of the Reliance Standard Insurance Companies and Safety National as of and for the respective dates and periods indicated therein in accordance with SAP applied on a consistent basis. Except for liabilities and obligations, including, without limitation, reserves, policy and contract claims and Statutory Liabilities (all of which have been computed in accordance with SAP), disclosed or provided for in the Statutory Financial Statements, the Reliance Standard Insurance Companies and Safety National did not have, as of the respective dates of each of such financial statements any liabilities or obligations (whether absolute or contingent and whether due or to become due) which, in conformity with SAP, applied on a consistent basis, would have been required to be or should be disclosed or provided for in such financial statements. All books of account of the Reliance Standard Insurance Companies and Safety National fully and fairly disclose, in all material respects, all of the transactions, properties, assets, investments, liabilities and obligations of the Reliance Standard Insurance Companies and Safety National and all of such books of account are in the possession of each of the Reliance Standard Insurance Companies and Safety National and are true, correct and complete in all material respects. (ii) The investments of Statutory Statements each of the Reliance Standard Insurance Companies and Safety National reflected in the Annual Statements filed with the Department present (or will present, with respect to the Statutory Statements which are filed following the date hereof and prior to the Effective Time) fairly and in accordance with the statutory accounting principles and practices prescribed or permitted by the appropriate regulatory agencies of each of state in which the Reliance Standard Insurance Companies' and Safety National's 1995 Fiscal Year Statutory Statements have been or may be required to be filed (the "1995 Annual StatementsSAP"), as updated through the September 30, 1996 quarterly statements (the "1996 Quarterly Statements"), comply in all material respects with all applicable requirements financial position of the applicable Department as to investments which may be made by related Insurance Subsidiary at the date of each such Reliance Standard statement and the results of the related Insurance Company and Safety NationalSubsidiary's operations for each such referenced period. (iii) The provisions made amounts shown in the 1995 Annual Statutory Statements as reserves and in the 1996 Quarterly Statements liabilities for reserves, policy past and contract future Insurance Contract claims and Statutory Liabilities are expenses under Insurance Contracts, were computed (i) in all material respects in accordance with generally accepted actuarial standards consistently applied as in effect on their respective dates, (ii) on the basis of actuarial assumptions that were in accordance with those called for in policy provisions, (iii) in compliance with applicable Law in all material respects; and (iv) on the basis of actuarial assumptions and methods consistent in all material respects with those used to compute the requirements of corresponding items in the applicable Department Statutory Statements. Such amounts shown on Statutory Statements filed after the date hereof and have been computed in accordance with SAP. (iv) Marketable securities and short term investments reflected, with respect on or prior to the Reliance Standard Insurance Companies, Effective Time will be so computed and based on the same principles used in line 10A, page 2, column 1 and, with respect to Safety National, in line 8A, page 2, column 1, of their respective 1995 Annual Statements and in the 1996 Quarterly Statements are valued at cost, amortized cost or market value, as noted on such Statutory Financial Statements and as required by applicable lawprior periods. (v) There has been no change, event, action, condition or effect which individually or in the aggregate materially and adversely affects the consolidated business, operations, financial prospects or condition of the Reliance Standard Insurance Companies taken as a whole or Safety National since December 31, 1995. Except as set forth on Schedule 7.6, no dividends or other distributions have been declared, paid or made upon any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National nor have any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National been redeemed, retired, purchased or otherwise acquired since December 31, 1995, other than as reflected in the balance sheets of the Reliance Standard Insurance Companies or Safety National.

Statutory Financial Statements. (i) The Annual StatementsCompany and its Subsidiaries have made available to the Buyer true, or complete and correct copies of the quarterly statementsstatutory financial statement for the quarterly periods ending March 31, as the case may be2015 and June 30, of each of the Reliance Standard Insurance Companies and Safety National including, without limitation, the provisions made therein for investments 2015 and the valuation thereofannual statutory financial statements for the years ended December 31, reserves2010, policy December 21, 2011, December 31, 2012, December 31, 2013 and contract claims and Statutory LiabilitiesDecember 31, in each case 2014, as filed with the appropriate insurance Governmental Authority Authorities of its state of domicile (the "Department") and delivered to each Lender prior to the execution and delivery of this Agreement, as ofjurisdictions in which is does business, and for the 1995 Fiscal Year, and audited statutory financial statements as of the end of, and for, the Fiscal Quarters periods ended March December 31, 19962010, June 30December 31, 1996 2011, December 31, 2012, December 31, 2013 and September 30December 31, 1996 2014, as filed with its domestic insurance Governmental Authority, together, in each case, with the applicable exhibits, schedules, interrogatories (including the property and casualty reinsurance interrogatories), actuarial opinions, actuarial summaries and notes thereto and any affirmations and certifications filed therewith (collectively, the "“Statutory Financial Statements"”), have been prepared in accordance with SAP applied on a consistent basis. Each such Statutory Financial Statement was in compliance in all material respects with applicable law when filed. The Statutory Financial Statements fairly present in all material respects the financial condition, the position and results of operations, changes in equity and changes in financial position of each operations of the Reliance Standard Insurance applicable Acquired Companies and Safety National as of the respective dates thereof and for the respective dates and periods indicated therein set forth therein, in each case in accordance with SAP applied on then in effect Statutory Accounting Principles consistently applied. The representations and warranties in this Section 3.4(b) shall not be deemed to be breached as a consistent basisresult of any substantive change in Statutory Accounting Principles, in their interpretations, or Law after the date of this Agreement. Except for liabilities and obligations, including, without limitation, reserves, policy and contract claims and All Statutory Liabilities (all of Financial Statements required to be filed with or submitted to the insurance Governmental Authorities in the states in which the Insurance Company Subsidiary does business have been computed filed or submitted, as applicable. The Statutory Financial Statements comply in accordance all material respects, on their respective dates of filing or submission, with SAP)the Laws of their respective states of domicile and no material deficiency of any nature has been asserted with respect to such Statutory Financial Statements by any Governmental Authority which has not been cured, disclosed waived or provided for otherwise resolved to the satisfaction of any such Governmental Authority. None of the Acquired Companies had, at the relevant balance sheet date of each balance sheet included in the Statutory Financial Statements, the Reliance Standard Insurance Companies and Safety National did not have, as of the respective dates of each of such financial statements any liabilities or obligations of any nature (whether absolute accrued, absolute, contingent or contingent and whether due or to become dueotherwise) which, in conformity with SAP, applied on a consistent basis, that would have been be required to be reflected or should be disclosed reserved against on a balance sheet prepared in accordance with Statutory Accounting Principles and none have arisen since such date through the date of this Agreement, except in each case for liabilities or provided for in such financial statements. All books of account of the Reliance Standard Insurance Companies and Safety National fully and fairly disclose, in all material respects, all of the transactions, properties, assets, investments, liabilities and obligations of the Reliance Standard Insurance Companies and Safety National and all of such books of account are (i) reflected in the possession of each of the Reliance Standard Insurance Companies and Safety National and are trueStatutory Financial Statements, correct and complete in all material respects. (ii) The investments of each of the Reliance Standard Insurance Companies and Safety National reflected contemplated by or under this Agreement or incurred in the Annual Statements filed connection with the Department with respect to each of the Reliance Standard Insurance Companies' and Safety National's 1995 Fiscal Year (the "1995 Annual Statements")transactions contemplated hereby, as updated through the September 30, 1996 quarterly statements (the "1996 Quarterly Statements"), comply in all material respects with all applicable requirements of the applicable Department as to investments which may be made by such Reliance Standard Insurance Company and Safety National. (iii) The provisions made incurred in the 1995 Annual Statements and in the 1996 Quarterly Statements for reservesOrdinary Course of Business, policy and contract claims and Statutory Liabilities are in compliance in all material respects with the requirements of the applicable Department and have been computed in accordance with SAP. or (iv) Marketable securities incurred outside the Ordinary Course of Business that individually, in the case of this subsection (iv) only, do not exceed $100,000, or in the aggregate, in the case of this subsection (iv) only, do not exceed $250,000. The statutory balance sheets and short term investments reflected, with respect income statements have been audited by KMPG LLP and the Company has made available true and complete copies of auditor opinions related thereto. The Company has delivered to the Reliance Standard Insurance Companies, in line 10A, page 2, column 1 and, with respect Buyer copies of all letters from the Company’s auditors to Safety National, in line 8A, page 2, column 1, the Company’s Board of their respective 1995 Annual Statements and in Directors or audit committee thereof relating to the 1996 Quarterly Statements are valued at cost, amortized cost or market value, as noted on such Statutory Financial Statements and as required by applicable lawduring the 36 months prior to the date of this Agreement, together with copies of all responses thereto. (v) There has been no change, event, action, condition or effect which individually or in the aggregate materially and adversely affects the consolidated business, operations, financial prospects or condition of the Reliance Standard Insurance Companies taken as a whole or Safety National since December 31, 1995. Except as set forth on Schedule 7.6, no dividends or other distributions have been declared, paid or made upon any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National nor have any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National been redeemed, retired, purchased or otherwise acquired since December 31, 1995, other than as reflected in the balance sheets of the Reliance Standard Insurance Companies or Safety National.

Statutory Financial Statements. (ia) The Annual Statements, or the quarterly statements, as the case may be, Statements of each of the Reliance Standard Insurance Companies and Safety National Subsidiary including, without limitation, the provisions made therein for investments and the valuation thereof, losses (reserves), policy and contract claims and Statutory Liabilities, in each case as filed with the appropriate Governmental Authority of its state of domicile (the "Department") Department and delivered to each Lender prior to the execution and delivery of this Agreement, as of, and for the 1995 Fiscal Year, and as of the end of, and for, the Fiscal Quarters ended March 31, 1996, June 30, 1996 and September 30, 1996 Agent pursuant hereto (collectively, the "Statutory Financial Statements"), have been prepared in accordance with SAP applied on a consistent basisSAP. Each such Statutory Financial Statement was in compliance in all material respects with applicable law when filed. The Statutory Financial Statements fairly present in all material respects the financial conditionposition, the results of operations, changes in equity and changes in financial position of each of the Reliance Standard Insurance Companies and Safety National Subsidiary as of and for the respective dates and periods indicated therein in accordance with SAP applied on a consistent basisSAP, except as set forth in the notes thereto. Except for liabilities and obligationsobligations disclosed or provided for in the Statutory Financial Statements, including, without limitation, losses (reserves, policy and contract claims ) and Statutory Liabilities (all of which have been computed in accordance with SAP), disclosed or provided for in the Statutory Financial Statements, the Reliance Standard no Insurance Companies and Safety National did not have, Subsidiary had as of the respective dates of each of such financial statements Statutory Financial Statements, any liabilities or obligations (whether absolute or contingent and whether due or to become due) which, that in conformity with SAP, applied on a consistent basis, SAP would have been required to be or should be disclosed or provided for in such financial statementsStatutory Financial Statements. All books of account of each of the Reliance Standard Insurance Companies and Safety National Subsidiaries fully and fairly disclose, disclose in all material respects, respects all of the transactions, properties, assets, investments, liabilities and obligations of the Reliance Standard each Insurance Companies and Safety National Subsidiary, and all of such books of account are in the possession of each of the Reliance Standard Insurance Companies and Safety National Subsidiary, and are true, correct and complete in all material respects. (iib) The investments of each of the Reliance Standard Insurance Companies Subsidiary and Safety National for each Fund reflected in the most recently prepared Annual Statements filed with the Department with respect to each of the Reliance Standard Insurance Companies' and Safety National's 1995 Fiscal Year (the "1995 Annual Statements"), as updated through the September 30, 1996 quarterly statements (the "1996 Quarterly Statements"), comply in all material respects with all applicable requirements of the applicable Department as to investments which may be made by well as those of any other Governmental Authority with jurisdiction over the investment of such Reliance Standard Insurance Company and Safety NationalPerson's funds. (c) The amounts shown in the most recently prepared Annual Statement for each Insurance Subsidiary and for each Fund for (i) aggregate losses (reserves) and loss adjustment expenses for insurance policies and contracts (set forth in lines 1 and 2, column 1, of page 3 thereof), (ii) agents' balances and uncollected premiums (as set forth in lines 9.1, 9.2 and 9.3, column 1, of page 2 thereof) and (iii) The provisions made Statutory Liabilities were computed in accordance with commonly accepted actuarial standards consistently applied and were fairly stated in accordance with sound actuarial principles, were based on actuarial assumptions that were in accordance with or more stringent than those called for in the 1995 Annual Statements insurance policies and contracts and in the 1996 Quarterly Statements for reservesrelated reinsurance, policy co-insurance or similar contracts of such Insurance Subsidiaries, were computed on the basis of assumptions consistent with those of the preceding fiscal year or Quarter, as the case may be, and contract claims and Statutory Liabilities are in compliance in all material respects with met the requirements of the Department, as applicable, as well as those of any other applicable Department Governmental Authority. Such losses (reserves) established by each Insurance Subsidiary and have been computed in accordance with SAP.each Fund were adequate as of such date for the payment by such Insurance Subsidiary of all insurance benefits, losses, claims and investigative expenses of such Insurance Subsidiary and each Fund, as appropriate. 56 (ivd) Marketable securities and short term investments reflected, with respect to the Reliance Standard reflected in each Insurance Companies, in line 10A, page 2, column 1 and, with respect to Safety National, in line 8A, page 2, column 1, of their respective 1995 Subsidiary's and each Fund's Annual Statements and in the 1996 Quarterly Statements Statement are valued at cost, amortized cost or market value, as noted on such Statutory Financial Statements and as required by applicable lawlaw or regulation. (v) There has been no change, event, action, condition or effect which individually or in the aggregate materially and adversely affects the consolidated business, operations, financial prospects or condition of the Reliance Standard Insurance Companies taken as a whole or Safety National since December 31, 1995. Except as set forth on Schedule 7.6, no dividends or other distributions have been declared, paid or made upon any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National nor have any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National been redeemed, retired, purchased or otherwise acquired since December 31, 1995, other than as reflected in the balance sheets of the Reliance Standard Insurance Companies or Safety National.

Statutory Financial Statements. (ia) The Annual Statements, or the quarterly statements, as the case may be, Statements of each of the Reliance Standard Insurance Companies and Safety National Subsidiary including, without limitation, the provisions made therein for investments and the valuation thereof, losses (reserves), policy and contract claims and Statutory Liabilities, in each case as filed with the appropriate Governmental Authority of its state of domicile (the "Department") Department and delivered to each Lender prior to the execution and delivery of this Agreement, as of, and for the 1995 Fiscal Year, and as of the end of, and for, the Fiscal Quarters ended March 31, 1996, June 30, 1996 and September 30, 1996 Agent pursuant hereto (collectively, the "Statutory Financial Statements"), have been prepared in accordance with SAP applied on a consistent basisSAP. Each such Statutory Financial Statement was in compliance in all material respects with applicable law when filed. The Statutory Financial Statements fairly present in all material respects the financial conditionposition, the results of operations, changes in equity and changes in financial position of each of the Reliance Standard Insurance Companies and Safety National Subsidiary as of and for the respective dates and periods indicated therein in accordance with SAP applied on a consistent basisSAP, except as set forth in the notes thereto. Except for liabilities and obligationsobligations disclosed or provided for in the Statutory Financial Statements, including, without limitation, losses (reserves, policy and contract claims ) and Statutory Liabilities (all of which have been computed in accordance with SAP), disclosed or provided for in the Statutory Financial Statements, the Reliance Standard no Insurance Companies and Safety National did not have, Subsidiary had as of the respective dates of each of such financial statements Statutory Financial Statements, any liabilities or obligations (whether absolute or contingent and whether due or to become due) which, that in conformity with SAP, applied on a consistent basis, SAP would have been required to be or should be disclosed or provided for in such financial statementsStatutory Financial Statements. All books of account of each of the Reliance Standard Insurance Companies and Safety National Subsidiaries fully and fairly disclose, disclose in all material respects, respects all of the transactions, properties, assets, investments, liabilities and obligations of the Reliance Standard each Insurance Companies and Safety National Subsidiary, and all of such books of account are in the possession of each of the Reliance Standard Insurance Companies and Safety National Subsidiary, and are true, correct and complete in all material respects. (iib) The investments of each of the Reliance Standard Insurance Companies Subsidiary and Safety National for each Fund reflected in the most recently prepared Annual Statements filed with the Department with respect to each of the Reliance Standard Insurance Companies' and Safety National's 1995 Fiscal Year (the "1995 Annual Statements"), as updated through the September 30, 1996 quarterly statements (the "1996 Quarterly Statements"), comply in all material respects with all applicable requirements of the applicable Department as to investments which may be made by well as those of any other Governmental Authority with jurisdiction over the investment of such Reliance Standard Insurance Company and Safety NationalPerson's funds. (c) The amounts shown in the most recently prepared Annual Statement for each Insurance Subsidiary and for each Fund for (i) aggregate losses (reserves) and loss adjustment expenses for insurance policies and contracts (set forth in lines 1 and 2, column 1, of page 3 thereof), (ii) agents' balances and uncollected premiums (as set forth in lines 9.1, 9.2 and 9.3, column 1, of page 2 thereof) and (iii) The provisions made Statutory Liabilities were computed in accordance with commonly accepted actuarial standards consistently applied and were fairly stated in accordance with sound actuarial principles, were based on actuarial assumptions that were in accordance with or more stringent than those called for in the 1995 Annual Statements insurance policies and contracts and in the 1996 Quarterly Statements for reservesrelated reinsurance, policy co-insurance or similar contracts of such Insurance Subsidiaries, were computed on the basis of assumptions consistent with those of the preceding fiscal year or Quarter, as the case may be, and contract claims and Statutory Liabilities are in compliance in all material respects with met the requirements of the Department, as applicable, as well as those of any other applicable Department Governmental Authority. Such losses (reserves) established by each Insurance Subsidiary and have been computed in accordance with SAPeach Fund were adequate as of such date for the payment by such Insurance Subsidiary of all insurance benefits, losses, claims and investigative expenses of such Insurance Subsidiary and each Fund, as appropriate. (ivd) Marketable securities and short term investments reflected, with respect to the Reliance Standard reflected in each Insurance Companies, in line 10A, page 2, column 1 and, with respect to Safety National, in line 8A, page 2, column 1, of their respective 1995 Subsidiary's and each Fund's Annual Statements and in the 1996 Quarterly Statements Statement are valued at cost, amortized cost or market value, as noted on such Statutory Financial Statements and as required by applicable lawlaw or regulation. (v) There has been no change, event, action, condition or effect which individually or in the aggregate materially and adversely affects the consolidated business, operations, financial prospects or condition of the Reliance Standard Insurance Companies taken as a whole or Safety National since December 31, 1995. Except as set forth on Schedule 7.6, no dividends or other distributions have been declared, paid or made upon any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National nor have any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National been redeemed, retired, purchased or otherwise acquired since December 31, 1995, other than as reflected in the balance sheets of the Reliance Standard Insurance Companies or Safety National.

Statutory Financial Statements. (ia) The Annual Statements, or the quarterly statements, as the case may be, Statement of each of the Reliance Standard Insurance Companies and Safety National including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and Statutory Liabilities, in each case Subsidiaries as filed with the appropriate Governmental Authority of its state of domicile (the "“Department"”) and delivered to each Lender prior to the execution and delivery of this Agreement, as of, of and for the 1995 2009 and 2010 Fiscal Year, Years and as of the end of, and for, for the Fiscal Quarters Quarter ended March 31, 1996, June 30, 1996 and September 30, 1996 2011 (collectively, the "“Statutory Financial Statements"”), have been prepared in accordance with SAP applied on a consistent basisbasis (except as noted therein). Each such Statutory Financial Statement was in material compliance in all material respects with applicable law when filed. The Statutory Financial Statements fairly present the financial conditionposition, the results of operations, changes in equity and changes in financial position of each of the Reliance Standard such Insurance Companies and Safety National Subsidiary as of and for the respective dates and periods indicated therein in accordance with SAP applied on a consistent basis. Except for liabilities and obligations, including, without limitation, reserves, policy and contract claims and Statutory Liabilities (all of which have been computed in accordance with SAP), disclosed or provided for except as set forth in the Statutory Financial Statements, the Reliance Standard Insurance Companies and Safety National did not have, as of the respective dates of each of such financial statements any liabilities notes thereto or obligations on Schedule 3.02 (whether absolute or contingent and whether due or to become duea) which, in conformity with SAP, applied on a consistent basis, would have been required to be or should be disclosed or provided for in such financial statements. All books of account of each of the Reliance Standard Insurance Companies and Safety National Subsidiaries fully and fairly disclose, in all material respects, disclose all of the transactions, properties, assets, investments, liabilities and obligations of the Reliance Standard such Insurance Companies and Safety National Subsidiary and all of such books of account are in the possession of each of the Reliance Standard such Insurance Companies and Safety National Subsidiary and are true, correct and complete in all material respects. (iib) The investments of each of the Reliance Standard Insurance Companies and Safety National Subsidiaries reflected in the Annual Statements filed with the Department respective Departments with respect to each of the Reliance Standard Insurance Companies' and Safety National's 1995 2009 Fiscal Year (the "1995 “2009 Annual Statements"Statement”), as updated through the September 2010 Fiscal Year (the “2010 Annual Statement”) and the June 30, 1996 quarterly statements 2011 Quarterly Statement (the "1996 “2011 Quarterly Statements"), Statement”) comply in all material respects with all applicable requirements of the Department with respect to each such Insurance Subsidiary as well as those of any other applicable Department as jurisdiction relating to investments in respect of which it may be made by such Reliance Standard Insurance Company and Safety Nationalinvest its funds. (iii) The provisions made in the 1995 Annual Statements and in the 1996 Quarterly Statements for reserves, policy and contract claims and Statutory Liabilities are in compliance in all material respects with the requirements of the applicable Department and have been computed in accordance with SAP. (ivc) Marketable securities and short term investments reflectedreflected in the 2009 Annual Statement, with respect to the Reliance Standard Insurance Companies, in line 10A, page 2, column 1 and, with respect to Safety National, in line 8A, page 2, column 1, of their respective 1995 2010 Annual Statements Statement and in the 1996 2011 Quarterly Statements Statement of each Insurance Subsidiary are valued at cost, amortized cost or market value, as noted on such Statutory Financial Statements and as required by applicable law. (vd) There has been no changeevent or occurrence which has had or could reasonably be expected to have a Material Adverse Effect on the Borrower, event, action, condition or effect which individually or in on the aggregate materially Borrower and adversely affects the consolidated business, operations, financial prospects or condition of the Reliance Standard Insurance Companies its Subsidiaries taken as a whole or Safety National whole, since December 31, 1995. Except as set forth on Schedule 7.6, no dividends or other distributions have been declared, paid or made upon any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National nor have any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National been redeemed, retired, purchased or otherwise acquired since December 31, 1995, other than as reflected in the balance sheets of the Reliance Standard Insurance Companies or Safety National2010.

Statutory Financial Statements. (i) The Annual Statements, or the quarterly statements, as the case may be, of each of the Reliance Standard Insurance Companies and Safety National including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and Statutory Liabilities, in each case as filed with the appropriate Governmental Authority of its state of domicile (the "Department") and delivered to each Lender prior to the execution and delivery of this Agreement, as of, and for the 1995 2004 Fiscal Year, and as of the end of, and for, the Fiscal Quarters Quarter ended March 31, 1996, June 30, 1996 and September 30, 1996 (collectively, the "Statutory Financial Statements"), have been prepared in accordance with SAP applied on a consistent basis. Each such Statutory Financial Statement was in compliance in all material respects with applicable law when filed. The Statutory Financial Statements fairly present the financial condition, the results of operations, changes in equity and changes in financial position of each of the Reliance Standard Insurance Companies and Safety National as of and for the respective dates and periods indicated therein in accordance with SAP applied on a consistent basis. Except for liabilities and obligations, including, without limitation, reserves, policy and contract claims and Statutory Liabilities (all of which have been computed in accordance with SAP), disclosed or provided for in the Statutory Financial Statements, the Reliance Standard Insurance Companies and Safety National did not have, as of the respective dates of each of such financial statements any liabilities or obligations (whether absolute or contingent and whether due or to become due) which, in conformity with SAP, applied on a consistent basis, would have been required to be or should be disclosed or provided for in such financial statements. All books of account of the Reliance Standard Insurance Companies and Safety National fully and fairly disclose, in all material respects, all of the transactions, properties, assets, investments, liabilities and obligations of the Reliance Standard Insurance Companies and Safety National and all of such books of account are in the possession of each of the Reliance Standard Insurance Companies and Safety National and are true, correct and complete in all material respects.March (ii) The investments of each of the Reliance Standard Insurance Companies and Safety National reflected in the Annual Statements filed with the Department with respect to each of the Reliance Standard Insurance Companies' and Safety National's 1995 2004 Fiscal Year (the "1995 2004 Annual Statements"), as updated through the September 30March 31, 1996 2005 quarterly statements (the "1996 2005 Quarterly Statements"), comply in all material respects with all applicable requirements of the applicable Department as to investments which may be made by such Reliance Standard Insurance Company and Safety National. (iii) The provisions made in the 1995 2004 Annual Statements and in the 1996 2005 Quarterly Statements for reserves, policy and contract claims and Statutory Liabilities are in compliance in all material respects with the requirements of the applicable Department and have been computed in accordance with SAP. (iv) Marketable securities and short term investments reflected, with respect to the Reliance Standard Insurance Companies, in line 10A10, page 2, column 1 3 and, with respect to Safety National, in line 8A10, page 2, column 13, of their respective 1995 2004 Annual Statements and in the 1996 2005 Quarterly Statements are valued at cost, amortized cost or market value, as noted on such Statutory Financial Statements and as required by applicable law. (v) There has been no change, event, action, condition or effect which individually or in the aggregate materially and adversely affects the consolidated business, operations, financial prospects or condition of the Reliance Standard Insurance Companies taken as a whole or Safety National since December 31, 1995. Except as set forth on Schedule 7.65.05, no dividends or other distributions have been declared, paid or made upon any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National nor have any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National been redeemed, retired, purchased or otherwise acquired since December 31, 19952004, other than as reflected in the balance sheets of the Reliance Standard Insurance Companies or Safety National.

Statutory Financial Statements. (ia) The Annual Statements, or the quarterly statements, as the case may be, Statement of each of the Reliance Standard Insurance Companies and Safety National Subsidiaries (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and Statutory Liabilities, in each case ) as filed with the appropriate Governmental Authority of its state of domicile (the "“Department"”) and delivered to each Lender prior to the execution and delivery of this Agreement, as of, of and for the 1995 2004 Fiscal Year, Year and as of the end of, and for, for the Fiscal Quarters Quarter ended March 31, 1996, June 30, 1996 and September 30, 1996 2005 (collectively, the "“Statutory Financial Statements"”), have been prepared in accordance with SAP applied on a consistent basisbasis (except as noted therein). Each such Statutory Financial Statement was in material compliance in all material respects with applicable law when filed. The Statutory Financial Statements fairly present the financial conditionposition, the results of operations, changes in equity and changes in financial position of each of the Reliance Standard Insurance Companies and Safety National as of and for the respective dates and periods indicated therein in accordance with SAP applied on a consistent basis. , (a) Except for liabilities and obligations, including, without limitation, reserves, policy and contract claims and Statutory Liabilities (all of which have been computed in accordance with SAP), disclosed or provided for in the Statutory Financial Statements, the Reliance Standard Insurance Companies and Safety National Subsidiaries did not have, as of the respective dates of each of such financial statements statements, any material liabilities or obligations (whether absolute or contingent and whether due or to become due) which, in conformity with SAP, applied on a consistent basis, would have been required to be or should be disclosed or provided for in such financial statements. All books of account of each of the Reliance Standard Insurance Companies and Safety National Subsidiaries fully and fairly disclose, in all material respects, disclose all of the transactions, properties, assets, investments, liabilities and obligations of the Reliance Standard such Insurance Companies and Safety National Subsidiary and all of such books of account are in the possession of each of the Reliance Standard such Insurance Companies and Safety National Subsidiary and are true, correct and complete in all material respects. (iib) The investments of each of the Reliance Standard Insurance Companies and Safety National Subsidiaries reflected in the Annual Statements filed with the Department respective Departments with respect to each of the Reliance Standard Insurance Companies' and Safety National's 1995 2004 Fiscal Year (the "1995 “2004 Annual Statements")Statement”) and the March 31, as updated through the September 30, 1996 quarterly statements 2005 Quarterly Statement (the "1996 “2005 Quarterly Statements"), Statement”) comply in all material respects with all applicable requirements of the Department with respect to each such Insurance Subsidiary as well as those of any other applicable Department as jurisdiction relating to investments in respect of which it may be made by such Reliance Standard Insurance Company and Safety Nationalinvest its funds. (iiic) The provisions made by each Insurance Subsidiary in the 1995 its 2004 Annual Statements Statement and in the 1996 Quarterly Statements its 0000 Xxxxxxxxx Xxxxxxxxx for reserves, policy and contract claims and Statutory Liabilities are in compliance in all material respects with the requirements of the applicable Department as well as those of any other applicable jurisdiction, and have been computed in accordance with SAP. (ivd) Marketable securities and short term investments reflected, with respect to reflected in the Reliance Standard Insurance Companies, in line 10A, page 2, column 1 and, with respect to Safety National, in line 8A, page 2, column 1, of their respective 1995 2004 Annual Statements Statement and in the 1996 2005 Quarterly Statements Statement of each Insurance Subsidiary are valued at cost, amortized cost or market value, as noted on such Statutory Financial Statements and as required by applicable law. (ve) There has been no changeevent or occurrence which has had or could reasonably be expected to have a Material Adverse Effect on the Borrower, event, action, condition or effect which individually or in on the aggregate materially Borrower and adversely affects the consolidated business, operations, financial prospects or condition of the Reliance Standard Insurance Companies its Subsidiaries taken as a whole or Safety National whole, since December 31, 1995. Except as set forth on Schedule 7.6, no dividends or other distributions have been declared, paid or made upon any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National nor have any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National been redeemed, retired, purchased or otherwise acquired since December 31, 1995, other than as reflected in the balance sheets of the Reliance Standard Insurance Companies or Safety National2004.

Statutory Financial Statements. (i) The Annual Statements, or the quarterly statements, as the case may be, of each of the Reliance Standard Insurance Companies and Safety National including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and Statutory Liabilities, in each case as filed with the appropriate Governmental Authority of its state of domicile (the "Department") and delivered to each Lender prior to the execution and delivery of this Agreement, as of, and for the 1995 2001 Fiscal Year, and as of the end of, and for, the Fiscal Quarters Quarter ended March 31, 1996, June 30, 1996 and September 30, 1996 2002 (collectively, the "Statutory Financial Statements"), have been prepared in accordance with SAP applied on a consistent basis. Each such Statutory Financial Statement was in compliance in all material respects with applicable law when filed. The Statutory Financial Statements fairly present the financial condition, the results of operations, changes in equity and changes in financial position of each of the Reliance Standard Insurance Companies and Safety National as of and for the respective dates and periods indicated therein in accordance with SAP applied on a consistent basis. Except for liabilities and obligations, including, without limitation, reserves, policy and contract claims and Statutory Liabilities (all of which have been computed in accordance with SAP), disclosed or provided for in the Statutory Financial Statements, the Reliance Standard Insurance Companies and Safety National did not have, as of the respective dates of each of such financial statements any liabilities or obligations (whether absolute or contingent and whether due or to become due) which, in conformity with SAP, applied on a consistent basis, would have been required to be or should be disclosed or provided for in such financial statements. All books of account of the Reliance Standard Insurance Companies and Safety National fully and fairly disclose, in all material respects, all of the transactions, properties, assets, investments, liabilities and obligations of the Reliance Standard Insurance Companies and Safety National and all of such books of account are in the possession of each of the Reliance Standard Insurance Companies and Safety National and are true, correct and complete in all material respects. (ii) The investments of each of the Reliance Standard Insurance Companies and Safety National reflected in the Annual Statements filed with the Department with respect to each of the Reliance Standard Insurance Companies' and Safety National's 1995 2001 Fiscal Year (the "1995 2001 Annual Statements"), as updated through the September June 30, 1996 2002 quarterly statements (the "1996 2002 Quarterly Statements"), comply in all material respects with all applicable requirements of the applicable Department as to investments which may be made by such Reliance Standard Insurance Company and Safety National. (iii) The provisions made in the 1995 2001 Annual Statements and in the 1996 2002 Quarterly Statements for reserves, policy and contract claims and Statutory Liabilities are in compliance in all material respects with the requirements of the applicable Department and have been computed in accordance with SAP. (iv) Marketable securities and short term investments reflected, with respect to the Reliance Standard Insurance Companies, in line 10A11, page 2, column 1 3 and, with respect to Safety National, in line 8A9, page 2, column 13, of their respective 1995 2001 Annual Statements and in the 1996 2002 Quarterly Statements are valued at cost, amortized cost or market value, as noted on such Statutory Financial Statements and as required by applicable law. (v) There has been no change, event, action, condition or effect which individually or in the aggregate materially and adversely affects the consolidated business, operations, financial prospects or condition of the Reliance Standard Insurance Companies taken as a whole or Safety National since December 31, 19952001. Except as set forth on Schedule 7.66.05, no dividends or other distributions have been declared, paid or made upon any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National nor have any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National been redeemed, retired, purchased or otherwise acquired since December 31, 19952001, other than as reflected in the balance sheets of the Reliance Standard Insurance Companies or Safety National.

Statutory Financial Statements. (i) The Annual Statements, or the quarterly statements, as the case may be, Statements of each of the Reliance Standard Insurance Companies PICOM and Safety National PICOM-Ill. including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and Statutory Liabilities, in each case as filed with the appropriate Governmental Authority Michigan Insurance Bureau in the case of its state of domicile PICOM (the "Michigan Department") and with the Illinois Department of Insurance (the "Illinois Department") in the case of PICOM-Ill. and delivered to each Lender prior to the execution and delivery of this Agreement, as of, and for the 1995 and 1996 Fiscal Year, and as of the end of, and for, the Fiscal Quarters ended March 31, 1996, June 30, 1996 and September 30, 1996 Years (collectively, the "Statutory Financial Statements"), have been prepared in accordance with SAP applied on a consistent basis. Each such Statutory Financial Statement was in compliance in all material respects with applicable law when filed. The Statutory Financial Statements fairly present the financial conditionposition, the results of operations, changes in equity and changes change in financial position of each of the Reliance Standard Insurance Companies PICOM and Safety National PICOM-Ill. as of and for the respective dates and periods indicated therein in accordance with SAP applied on a consistent basis, except as set forth on Schedule 8.3(i). Except for liabilities and obligations, including, without limitation, reserves, policy and contract claims and Statutory Liabilities (all of which have been computed in accordance with SAPcommonly accepted actuarial standards), disclosed or provided for in the Statutory Financial Statements, the Reliance Standard Insurance Companies PICOM and Safety National did PICOM-Ill. have not havehad, as of the respective dates of each of such financial statements statements, any liabilities or obligations (whether absolute or contingent and whether due or to become due) which, in conformity with SAP, applied on a consistent basis, would have been required to be or should be disclosed or provided for in such financial statements. All books of account of the Reliance Standard Insurance Companies PICOM and Safety National PICOM-Ill. fully and fairly disclose, in all material respects, disclose all of the transactions, properties, assets, investments, liabilities and obligations of the Reliance Standard Insurance Companies PICOM and Safety National PICOM-Ill. and all of such books of account are in the possession of each of the Reliance Standard Insurance Companies PICOM and Safety National PICOM-Ill. and are true, correct and complete in all material respects. (ii) The investments of each of the Reliance Standard Insurance Companies PICOM and Safety National PICOM-Ill. reflected in the its Annual Statements Statement filed with the Department with respect to each of the Reliance Standard Insurance Companies' PICOM's and Safety NationalPICOM-Ill.'s 1995 1996 Fiscal Year (the "1995 1996 Annual Statements"), as updated through the September 30, 1996 quarterly statements (the "1996 Quarterly Statements"), ) comply in all material respects with all applicable requirements of the applicable Illinois Department or Michigan Department as well as those of any other applicable jurisdiction relating to investments in respect of which it may be made by such Reliance Standard Insurance Company and Safety Nationalinvest its funds. (iii) The provisions made in the 1995 1996 Annual Statements and in the 1996 Quarterly Statements for reserves, policy and contract claims and Statutory Liabilities are in compliance in all material respects with the requirements of the Michigan Department and Illinois Department as well as those of any other applicable Department jurisdiction, and have been computed in accordance with SAPreasonable actuarial standards. (iv) Marketable securities and short term investments reflected, with respect to the Reliance Standard Insurance Companies, in line 10A, page 2, column 1 and, with respect to Safety National, in line 8A, page 2, column 1, of their respective 1995 Annual Statements and reflected in the 1996 Quarterly Annual Statements are valued at cost, amortized cost or market value, as noted on such Statutory Financial Statements and as required by applicable law. (v) There has been no change, event, action, condition or effect which individually or in the aggregate materially and adversely affects the consolidated business, operations, financial prospects or condition of the Reliance Standard Insurance Companies taken as a whole or Safety National since December 31, 1995. Except as set forth on Schedule 7.6, no dividends or other distributions have been declared, paid or made upon any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National nor have any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National been redeemed, retired, purchased or otherwise acquired since December 31, 1995, other than as reflected in the balance sheets of the Reliance Standard Insurance Companies or Safety National.

Statutory Financial Statements. (ia) The Annual Statements, or the quarterly statements, as the case may be, of each of the Reliance Standard Insurance Companies and Safety National including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and Statutory Liabilities, in each case as filed with the appropriate Governmental Authority of its state of domicile (the "Department") and delivered Company has Made Available to each Lender prior to the execution and delivery of this Agreement, as of, and for the 1995 Fiscal Year, and as of the end of, and for, the Fiscal Quarters ended March 31, 1996, June 30, 1996 and September 30, 1996 (collectively, the "Statutory Financial Statements"), have been prepared in accordance with SAP applied on a consistent basis. Each such Statutory Financial Statement was in compliance in all material respects with applicable law when filed. The Statutory Financial Statements fairly present the financial condition, the results of operations, changes in equity and changes in financial position of each of the Reliance Standard Insurance Companies and Safety National as of and for the respective dates and periods indicated therein in accordance with SAP applied on a consistent basis. Except for liabilities and obligations, including, without limitation, reserves, policy and contract claims and Statutory Liabilities (all of which have been computed in accordance with SAP), disclosed or provided for in the Statutory Financial Statements, the Reliance Standard Insurance Companies and Safety National did not have, as of the respective dates of each of such financial statements any liabilities or obligations (whether absolute or contingent and whether due or to become due) which, in conformity with SAP, applied on a consistent basis, would have been required to be or should be disclosed or provided for in such financial statements. All books of account of the Reliance Standard Insurance Companies and Safety National fully and fairly disclose, in all material respects, all of the transactions, properties, assets, investments, liabilities and obligations of the Reliance Standard Insurance Companies and Safety National and all of such books of account are in the possession of each of the Reliance Standard Insurance Companies and Safety National and are Parent true, correct and complete copies of (i) the audited statutory financial statements of Fremont Insurance filed in each state in which Fremont Insurance was admitted or approved at the time of such filing for the years ended December 31, 2008, 2009 and 2010, together with the actuarial opinions accompanying such financial statements, and (ii) the statutory financial statements of Fremont Insurance filed in each state in which Fremont Insurance was admitted or approved at the time of such filing for the first three (3) quarters of the year 2010, and the Company will deliver to the Parent true, correct and complete copies of such statements for all material respectsquarters which are filed prior to the Closing Date (the statutory financial statements referenced in clauses (i) and (ii), collectively, the “Company SAP Statements”). (iib) The investments of each of the Reliance Standard Insurance Companies Each such Company SAP Statement complied and Safety National reflected in the Annual Statements filed with the Department with respect to each of the Reliance Standard Insurance Companies' and Safety National's 1995 Fiscal Year (the "1995 Annual Statements"), as updated through the September 30, 1996 quarterly statements (the "1996 Quarterly Statements"), will comply in all material respects with all applicable requirements Laws when so filed or produced, and no deficiencies have been asserted with respect to such Company SAP Statements by the insurance departments of the states in which they are filed. The statutory statements of assets, liabilities and capital and surplus and the related statutory statements of income, changes in capital and surplus, and cash flow contained in each such Company SAP Statement, were prepared in accordance with SAP, consistently applied except as disclosed in the footnotes thereto, and fairly present in all material respects the financial condition as of the respective dates thereof, and the results of operations and cash flow for and during the respective periods covered thereby, of Fremont Insurance. Section 3.11(b) of the Company Disclosure Schedule identifies all significant accounting principles or practices used in preparing the Company SAP Statements for which Fremont Insurance has received permission from the Michigan Office of Financial and Insurance Regulation or any other applicable Department as to investments which may be made by such Reliance Standard Insurance Company and Safety Nationalregulatory authority. (iiic) The provisions made Fremont Insurance has all necessary letters of credit or other security devices in the 1995 Annual Statements all cases where needed, and in the 1996 Quarterly Statements for reserves, policy all such letters of credit and contract claims and Statutory Liabilities are in compliance security devices comply in all material respects with all applicable Laws, in each case where needed to enable Fremont Insurance to take a credit against its liabilities in, or increase its assets by, the requirements amount of the applicable Department and have been computed in accordance with SAP. (ivletter of credit or security device. Section 3.11(c) Marketable securities and short term investments reflected, with respect to the Reliance Standard Insurance Companies, in line 10A, page 2, column 1 and, with respect to Safety National, in line 8A, page 2, column 1, of their respective 1995 Annual Statements and in the 1996 Quarterly Statements are valued at cost, amortized cost or market value, as noted on such Statutory Financial Statements and as required by applicable law. (v) There has been no change, event, action, condition or effect which individually or in the aggregate materially and adversely affects the consolidated business, operations, financial prospects or condition of the Reliance Standard Company Disclosure Schedule identifies all letters of credit and other security devices held or maintained for the benefit of Fremont Insurance Companies taken as a whole or Safety National since December 31, 1995. Except as set forth on Schedule 7.6, no dividends or other distributions have been declared, paid or made upon any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National nor have any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National been redeemed, retired, purchased or otherwise acquired since December 31, 1995, other than as reflected in the balance sheets of the Reliance Standard Insurance Companies or Safety Nationalto support receivable balances from unauthorized reinsurers.

Statutory Financial Statements. (ia) The Annual StatementsStatement and the March 31, or the quarterly statements, as the case may be, 1998 Quarterly Statement of each of the Reliance Standard Insurance Companies and Safety National Subsidiaries (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and Statutory Liabilities, in each case statutory liabilities) as filed with the appropriate Governmental Authority of its state jurisdiction of domicile (the "Department") and delivered to each Lender prior to the execution and delivery of this Agreement, as of, and for the 1995 Fiscal Year, and as of the end of, and for, the Fiscal Quarters ended March 31, 1996, June 30, 1996 and September 30, 1996 (collectively, the "Statutory Financial Statements"), have been prepared in accordance with SAP applied on a consistent basis. Each such Statutory Financial Statement was in compliance in all material respects with applicable law when filed. The Statutory Financial Statements fairly present the financial condition, the results of operations, changes in equity and changes in financial position of each of the Reliance Standard Insurance Companies and Safety National as of and for the respective dates 1997 Fiscal Year and periods indicated therein in accordance with SAP applied on a consistent basis. the Fiscal (a) Except for liabilities and obligations, including, without limitation, reserves, policy and contract claims and Statutory Liabilities statutory liabilities (all of which have been computed in accordance with SAP), disclosed or provided for in the Statutory Financial Statements, the Reliance Standard Insurance Companies and Safety National Subsidiaries did not have, as of the respective dates of each of such financial statements statements, any liabilities or obligations (whether absolute or contingent and whether due or to become due) which, in conformity with SAP, applied on a consistent basis, would have been required to be or should be disclosed or provided for in such financial statements. All books of account of each of the Reliance Standard Insurance Companies and Safety National Subsidiaries fully and fairly disclose, in all material respects, disclose all of the transactions, properties, assets, investments, liabilities and obligations of the Reliance Standard such Insurance Companies and Safety National Subsidiary and all of such books of account are in the possession of each of the Reliance Standard such Insurance Companies and Safety National Subsidiary and are true, correct and complete in all material respects. (iib) The investments of each of the Reliance Standard Insurance Companies and Safety National reflected in the Annual Statements filed with the Department with With respect to each of the Reliance Standard Insurance Companies' any representation and Safety National's 1995 Fiscal Year (the "1995 Annual Statements"), as updated through the September 30, 1996 quarterly statements (the "1996 Quarterly Statements"), comply in all material respects with all applicable requirements of the applicable Department as to investments which may be made by such Reliance Standard Insurance Company and Safety National. (iii) The provisions made in the 1995 Annual Statements and in the 1996 Quarterly Statements for reserves, policy and contract claims and Statutory Liabilities are in compliance in all material respects with the requirements of the applicable Department and have been computed in accordance with SAP. (iv) Marketable securities and short term investments reflected, warranty with respect to the Reliance Standard Insurance Companies1997 Fiscal Year and the March 31, in line 10A1998 Statutory Financial Statements, page 2, column 1 and, with such representation and warranty is to the best of the Borrower's knowledge. With respect to Safety Nationalany representation and warranty which is deemed to be made after the date hereof by the Borrower, in line 8A, page 2, column 1, of their respective 1995 Annual Statements and in references to the 1996 Quarterly Statements are valued at cost, amortized cost or market value, as noted on such Statutory Financial Statements and shall refer to the Statutory Financial Statements which as required of such date shall have most recently been furnished by applicable lawor on behalf of the Insurance Subsidiaries to each Lender pursuant to this Agreement. (vc) There has been no change, event, action, condition or effect which individually or in the aggregate materially and adversely affects the consolidated business, operations, financial prospects or condition of the Reliance Standard Insurance Companies taken as a whole or Safety National since December 31, 1995. Except as set forth on Schedule 7.64.2(c), there has been no dividends change in the business, assets, operations or other distributions have been declared, paid or made upon any shares of capital stock of any financial condition of the Reliance Standard Insurance Companies Borrower or Safety National nor any Subsidiary which has had or could reasonably be expected to have any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National been redeemed, retired, purchased or otherwise acquired a Material Adverse Effect since December 31, 1995, other than as reflected in the balance sheets of the Reliance Standard Insurance Companies or Safety National1997.

Statutory Financial Statements. (i) The Annual Statements, or the quarterly statements, as the case may be, Statement of each of the Reliance Standard Insurance Companies and Safety National Subsidiaries (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and Statutory Liabilities, in each case ) as filed with the appropriate Governmental Authority of its state of domicile (the "Department") and delivered to each Lender prior to the execution and delivery of this Agreement, as of, of and for the 1993, 1994 and 1995 Fiscal YearYears, and as of the end of, and for, for the Fiscal Quarters Quarter ended March 31, 1996, June 30, 1996 and September 30, 1996 (collectively, the "Statutory Financial Statements"), have been prepared in accordance with SAP applied on a consistent basisbasis (except as noted therein). Each such Statutory Financial Statement was in compliance in all material respects with applicable law Law when filed. The Statutory Financial Statements fairly present the financial conditionposition, the results of operations, changes in equity and changes in financial position of each of the Reliance Standard such Insurance Companies and Safety National Subsidiary as of and for the respective dates and periods period indicated therein in accordance with SAP 55 62 applied on a consistent basis, except as set forth in the notes thereto. Except for liabilities and obligations, including, without limitation, reserves, policy and contract claims and Statutory Liabilities (all of which have been computed in accordance with SAP), disclosed or provided for in the Statutory Financial Statements, the Reliance Standard Insurance Companies and Safety National Subsidiaries did not have, as of the respective dates of each of such financial statements statements, any liabilities or obligations (whether absolute or contingent and whether due or to become due) which, in conformity with SAP, applied on a consistent basis, would have been required to be or should be disclosed or provided for in such financial statements. All books of account of each of the Reliance Standard Insurance Companies and Safety National Subsidiaries fully and fairly disclose, in all material respects, disclose all of the material transactions, properties, assets, investments, liabilities and obligations of the Reliance Standard such Insurance Companies and Safety National Subsidiary and all of such books of account are in the possession of each of the Reliance Standard such Insurance Companies and Safety National Subsidiary and are true, correct and complete in all material respects. (ii) . The investments of each of the Reliance Standard Insurance Companies and Safety National Subsidiaries reflected in the Annual Statements filed with the Department respective Departments with respect to each of the Reliance Standard Insurance Companies' and Safety National's 1995 Fiscal Year (the "1995 Annual StatementsStatement"), as updated through ) and the September 30, 1996 quarterly statements Quarterly Statement (the "1996 Quarterly StatementsStatement"), comply ) complied in all material respects respects, as of the dates of such statements, with all applicable requirements of the Department with respect to each such Insurance Subsidiary as well as those of any other applicable Department as jurisdiction relating to investments in respect of which it may be made by such Reliance Standard Insurance Company and Safety National. (iii) invest its funds. The provisions made by each Insurance Subsidiary in the its 1995 Annual Statements Statement and in the its 1996 Quarterly Statements for Xxxxxxxxx Xxxxxxxxx xxx reserves, policy and contract claims and Statutory Liabilities are were in compliance in all material respects respects, as of the dates of such statements, with the requirements of the applicable Department as well as those of any other applicable jurisdiction, and have been computed in accordance with SAP. (iv) . Marketable securities and short term investments reflected, with respect to reflected in the Reliance Standard Insurance Companies, in line 10A, page 2, column 1 and, with respect to Safety National, in line 8A, page 2, column 1, of their respective 1995 Annual Statements Statement and in the 1996 Quarterly Statements Statement of each Insurance Subsidiary are valued at cost, amortized cost or market value, as noted on such Statutory Financial Statements and as required by applicable law. (v) There has been no change, event, action, condition or effect which individually or in the aggregate materially and adversely affects the consolidated business, operations, financial prospects or condition law as of the Reliance Standard Insurance Companies taken as a whole or Safety National since date of such statements. Since December 31, 1995, there has been no adverse change in the business, assets, operations or financial condition of the Borrower or any Subsidiary which has or could reasonably be expected to result in a Material Adverse Change. Except as set forth on Schedule 7.6, no No dividends or other distributions have been declared, paid or made upon any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National Borrower, nor have any shares of capital stock of any of the Reliance Standard Insurance Companies or Safety National Borrower been redeemed, retired, purchased or otherwise acquired since December 31, 1995, other than as reflected in by the balance sheets of the Reliance Standard Insurance Companies or Safety National.Borrower since