Common use of Statutory Financial Statements Clause in Contracts

Statutory Financial Statements. GNA has heretofore made (or will make prior to Closing) available to Buyer copies of the annual statements of the GNA Insurance Subsidiaries as filed with the GNA Applicable Insurance Department (the "GNA Annual Statements") for the years ended December 31, 1997, 1998 and 1999 and copies of the quarterly statements of the GNA Insurance Subsidiaries to the GNA Applicable Insurance Department for the quarters ended March 31, June 30 and September 30, 2000 (the "GNA Quarterly Statements"). The balance sheets of each of the GNA Insurance Subsidiaries as of December 31, 1999, and the related statements of income and cash flow for the year then ended, included in the GNA Annual Statement for the year ended December 31, 1999, were prepared in conformity with SAP, except as otherwise noted therein, for the period covered thereby and fairly present the statutory financial position of such GNA Insurance Subsidiary as at the date thereof and the results of operations and cash flow of such GNA Insurance Subsidiary for the period then ended. The balance sheets of the GNA Insurance Subsidiaries and the related statements of income and cash flow included in the GNA Quarterly Statements were prepared in conformity with SAP applicable to interim financial statements consistently applied during the period involved, except as otherwise noted therein, subject to normal year-end adjustments, and fairly present the statutory financial position of such GNA Insurance Subsidiary as at the dates thereof and the results of operations and cash flow of such GNA Insurance Subsidiary for the periods then ended. Without limiting the generality of the foregoing and subject to the cautionary statements regarding reserves contained under "Item 1. BUSINESS--Unpaid Claims and Claim Adjustment Expenses" and elsewhere in the GNA 1999 Form 10-K Report, the reserves carried on the GNA Annual Statement for the year ended December 31, 1999 and the GNA Quarterly Statement for the payment of estimated claims and claim adjustment expenses for both reported and unreported claims were (i) reported in accordance with SAP and (ii) believed by GNA to be adequate to cover the amounts GNA expected the GNA Insurance Subsidiaries to pay on incurred claims based on facts and circumstances then known. The admitted assets of each GNA Insurance Subsidiary as determined under Applicable Laws are in an amount at least equal to the minimum amounts required by Applicable Laws.

Statutory Financial Statements. GNA has heretofore made (or will make prior to Closing) available to Buyer copies The Annual Statements and Quarterly Statements of each of the annual statements of the GNA Sponsor Insurance Subsidiaries domiciled in the United States, as filed with the GNA Applicable Insurance Department (the "GNA Annual Statements") departments of insurance for all applicable domiciliary states for the years ended December 31, 19972000, December 31, 1999 and December 31, 1998 (the "Sponsor Annual Statutory Statements") and 1999 and copies of the quarterly statements of the GNA Insurance Subsidiaries to the GNA Applicable Insurance Department for the quarters ended March 31, 31 and June 30 and September 30, 2000 2001 (collectively, the "GNA Sponsor Quarterly Statutory Statements"). The balance sheets , respectively, together with all exhibits and schedules thereto (all Sponsor Annual Statutory Statements and all Sponsor Quarterly Statutory Statements, together with all exhibits and schedules thereto, referred to in this Section 4.7 are hereinafter referred to as the "Sponsor Statutory Financial Statements"), have been prepared in accordance with the applicable accounting practices prescribed or permitted by the departments of each insurance for respective domiciliary states for purposes of financial reporting ("State Statutory Accounting Practices"), and such accounting practices have been applied on a basis consistent with such State Statutory Accounting Practices throughout the GNA Insurance Subsidiaries periods involved, except as of December 31expressly set forth in the notes, 1999exhibits or schedules thereto, and the related statements of income and cash flow for Sponsor Statutory Financial Statements present fairly in all material respects the year then ended, included in the GNA Annual Statement for the year ended December 31, 1999, were prepared in conformity with SAP, except as otherwise noted therein, for the period covered thereby and fairly present the statutory financial position of such GNA Insurance Subsidiary as at the date thereof and the results of operations and cash flow of such GNA Insurance Subsidiary for the period then ended. The balance sheets respective Sponsor Insurance Subsidiaries as of the GNA Insurance Subsidiaries dates and the related statements of income and cash flow included in the GNA Quarterly Statements were prepared in conformity with SAP applicable to interim financial statements consistently applied during the period involved, except as otherwise noted therein, subject to normal year-end adjustments, and fairly present the statutory financial position of such GNA Insurance Subsidiary as at the dates thereof and the results of operations and cash flow of such GNA Insurance Subsidiary for the periods then ended. Without limiting the generality of the foregoing and subject to the cautionary statements regarding reserves contained under "Item 1. BUSINESS--Unpaid Claims and Claim Adjustment Expenses" and elsewhere in the GNA 1999 Form 10-K Report, the reserves carried on the GNA Annual Statement for the year ended December 31, 1999 and the GNA Quarterly Statement for the payment of estimated claims and claim adjustment expenses for both reported and unreported claims were (i) reported therein in accordance with SAP and (ii) believed by GNA to be adequate to cover the amounts GNA expected the GNA Insurance Subsidiaries to pay on incurred claims based on facts and circumstances then knownapplicable State Statutory Accounting Practices. The admitted assets financial statements contained in the Sponsor Annual Statutory Statements have been audited by KPMG, LLP, the independent auditors of each GNA Insurance Subsidiary as determined under Applicable Laws are in an amount at least equal Sponsor, and Sponsor has made available to the minimum amounts required by Applicable LawsCompany true and complete copies of all audit opinions related thereto. Sponsor has made available to the Company true and complete copies of all examination reports of insurance departments and any insurance regulatory agencies since January 1, 1998 relating to the Sponsor Insurance Subsidiaries. Sponsor has delivered to the Company true and complete copies of the Sponsor Annual Statutory Statements and the Sponsor Quarterly Statutory Statements.

Statutory Financial Statements. GNA GNAC has heretofore made (or will make prior to Closing) available to Buyer GMSP copies of the annual statements of the GNA GNAC Insurance Subsidiaries as filed with the GNA GNAC Applicable Insurance Department (the "GNA “GNAC Annual Statements"”) for the years ended December 31, 19972001, 1998 2002, and 1999 2003 and copies of the quarterly statements statement of the GNA GNAC Insurance Subsidiaries to the GNA GNAC Applicable Insurance Department for the quarters quarter ended March 31, June 30 and September 30, 2000 2004 (and any subsequent quarterly statements filed between the date hereof and the Closing Date) (the "GNA “GNAC Quarterly Statements"Statement”). The balance sheets of each of the GNA GNAC Insurance Subsidiaries as of December 31, 19992003, and the related statements of income and cash flow for the year then ended, included in the GNA GNAC Annual Statement for the year ended December 31, 19992003, were prepared in conformity with SAP, except as otherwise noted therein, for the period covered thereby and fairly present the statutory financial position of such GNA GNAC Insurance Subsidiary as at the date thereof and the results of operations and cash flow of such GNA GNAC Insurance Subsidiary for the period then ended. The balance sheets of the GNA GNAC Insurance Subsidiaries and the related statements of income and cash flow included in the GNA GNAC Quarterly Statements were prepared in conformity with SAP applicable to interim financial statements consistently applied during the period involved, except as otherwise noted therein, subject to normal year-end adjustments, and fairly present the statutory financial position of such GNA GNAC Insurance Subsidiary as at the dates thereof and the results of operations and cash flow of such GNA GNAC Insurance Subsidiary for the periods then ended. Without limiting the generality of the foregoing and subject to the cautionary statements regarding reserves contained under "Item 1. “BUSINESS--—Unpaid Claims and Claim Adjustment Expenses" ” and elsewhere in the GNA 1999 GNAC 2003 Form 10-K Report, the reserves carried on the GNA GNAC Annual Statement for the year ended December 31, 1999 2003 and the GNA GNAC Quarterly Statement for the payment of estimated claims and claim adjustment expenses for both reported and unreported claims were (i) reported in accordance with SAP and (ii) believed by GNA GNAC at that time to be adequate to cover the amounts GNA GNAC expected the GNA GNAC Insurance Subsidiaries to pay on incurred claims based on facts and circumstances then known. The admitted assets of each GNA GNAC Insurance Subsidiary as determined under Applicable Laws are in an amount at least equal to the minimum amounts required by Applicable Laws.

Statutory Financial Statements. GNA has heretofore made All annual convention statements ------------------------------ (or will make prior to Closing) available to Buyer copies of "Annual Convention Statements"), the annual quarterly convention statements of the GNA Insurance Subsidiaries as filed with the GNA Applicable Insurance Department ---------------------------- (the "GNA Annual Quarterly Convention Statements") and supplements thereto, in each case --------------------------------- required to be filed since January 1, 1997 with any Applicable Insurance Regulatory Authority by the Insurance Subsidiaries have, taken as a whole, been duly filed and, except where the failure to file in a timely fashion, individually or in the aggregate, is not reasonably likely to result in a Material Adverse Change, all such filings have been timely. Such Annual Convention Statements for the fiscal years ended December 31, 1997, 1998 and 1999 (including the financial statements on a statutory basis and the accompanying exhibits and schedules) and supplements thereto, taken as a whole, copies of the quarterly statements all of the GNA Insurance Subsidiaries which have heretofore been delivered to the GNA Applicable Insurance Department for the quarters ended March 31, June 30 and September 30, 2000 (the "GNA Quarterly Statements"). The balance sheets of each of the GNA Insurance Subsidiaries as of December 31, 1999, and the related statements of income and cash flow for the year then ended, included in the GNA Annual Statement for the year ended December 31, 1999, Lenders were prepared in conformity accordance with SAPstatutory accounting practices prescribed or permitted for insurance companies by the Texas Department of Insurance, applied on a consistent basis throughout such periods except as otherwise noted thereinstated therein or required by the rules and regulations of the Texas Department of Insurance, as the case may be, and in accordance with the books and records of the Insurance Subsidiaries (i) were determined in accordance with generally accepted actuarial standards consistently applied, (ii) were fairly stated in all material aspects in accordance with sound actuarial principles, (iii) were based on actuarial assumptions that are in accordance with those specified in the related policy provisions, (iv) make adequate provision for all matured and unmatured liabilities of the period covered thereby Insurance Subsidiaries under the terms of its Insurance Contracts, Reinsurance Agreements and fairly Retrocession Agreements at such date and (v) present fairly, in all material respects in accor dance with such practices, the statutory financial position of such GNA Insurance Subsidiary as at the date thereof of, and the statutory results of its operations and cash flow of such GNA Insurance Subsidiary for the period then ended. The balance sheets of the GNA Insurance Subsidiaries and the related statements of income and cash flow included in the GNA Quarterly Statements were prepared in conformity with SAP applicable to interim financial statements consistently applied during the period involved, except as otherwise noted therein, subject to normal year-end adjustments, and fairly present the statutory financial position of such GNA Insurance Subsidiary as at the dates thereof and the results of operations and cash flow of such GNA Insurance Subsidiary for the periods then endedcovered by, such Annual Convention Statements. Without limiting the generality of the foregoing and subject to the cautionary statements regarding reserves contained under "Item 1. BUSINESS--Unpaid Claims and Claim Adjustment Expenses" and elsewhere in the GNA 1999 Form 10-K Report, the reserves carried on the GNA Annual Statement for the year ended December 31, 1999 and the GNA Quarterly Statement for the payment of estimated claims and claim adjustment expenses for both reported and unreported claims were (i) reported in accordance with SAP and (ii) believed by GNA to be adequate to cover the amounts GNA expected the GNA Insurance Subsidiaries to pay on incurred claims based on facts and circumstances then known. The admitted assets of each GNA Each Insurance Subsidiary owns assets that qualify as determined legal reserve assets under Applicable Laws are applicable insurance laws in an amount at least equal to the minimum all such required reserves and other similar amounts required by Applicable Lawsof such Insurance Subsidiary.

Statutory Financial Statements. GNA has heretofore made (or will make prior to Closing) available to Buyer copies The Annual Statement of each of the annual statements of the GNA Insurance Subsidiaries (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and Statutory Liabilities) as filed with the GNA Applicable Insurance Department appropriate Governmental Authority of its state of domicile (the "GNA Annual StatementsDepartment") and delivered to each Lender prior to the execution and delivery of this Agreement, as of and for the years ended December 311993, 19971994 and 1995 Fiscal Years, 1998 and 1999 as of and copies of the quarterly statements of the GNA Insurance Subsidiaries to the GNA Applicable Insurance Department for the quarters Fiscal Quarter ended March 31, June 30 and September 30, 2000 1996 (collectively, the "GNA Quarterly Statutory Financial Statements"), have been prepared in accordance with SAP applied on a consistent basis (except as noted therein). Each such Statutory Financial Statement was in compliance with applicable Law when filed. The balance sheets Statutory Financial Statements fairly present the financial position, the results of operations, changes in equity and changes in financial position of each such Insurance Subsidiary as of and for the respective dates and 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 Insurance Subsidiaries did not have, as of the respective dates of each of the GNA Insurance Subsidiaries as of December 31such financial statements, 1999any liabilities or obligations (whether absolute or contingent and whether due or to become due) which, and the related statements of income and cash flow for the year then ended, included in the GNA Annual Statement for the year ended December 31, 1999, were prepared in conformity with SAP, except as otherwise noted thereinapplied 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 period covered thereby Insurance Subsidiaries fully and fairly present disclose all of the statutory financial position material transactions, properties, assets, investments, liabilities and obligations of such GNA Insurance Subsidiary and all of such books of account are in the possession of each such Insurance Subsidiary and are true, correct and complete in all material respects. The investments of Insurance Subsidiaries reflected in the Annual Statements filed with the respective Departments with respect to the 1995 Fiscal Year (the "1995 Annual Statement") and the September 30, 1996 Quarterly Statement (the "1996 Quarterly Statement") complied in all material 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 jurisdiction relating to investments in respect of which it may invest its funds. The provisions made by each Insurance Subsidiary in its 1995 Annual Statement and in its 1996 Xxxxxxxxx Xxxxxxxxx xxx reserves, policy and contract claims and Statutory Liabilities were in compliance in all material 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. Marketable securities and short term investments reflected in the 1995 Annual Statement and in the 1996 Quarterly Statement of each Insurance Subsidiary are valued at cost, amortized cost or market value, as required by applicable law as of the date thereof and the results of operations and cash flow of such GNA Insurance Subsidiary for the period then endedstatements. The balance sheets of the GNA Insurance Subsidiaries and the related statements of income and cash flow included in the GNA Quarterly Statements were prepared in conformity with SAP applicable to interim financial statements consistently applied during the period involved, except as otherwise noted therein, subject to normal year-end adjustments, and fairly present the statutory financial position of such GNA Insurance Subsidiary as at the dates thereof and the results of operations and cash flow of such GNA Insurance Subsidiary for the periods then ended. Without limiting the generality of the foregoing and subject to the cautionary statements regarding reserves contained under "Item 1. BUSINESS--Unpaid Claims and Claim Adjustment Expenses" and elsewhere in the GNA 1999 Form 10-K Report, the reserves carried on the GNA Annual Statement for the year ended Since December 31, 1999 and 1995, there has been no adverse change in the GNA Quarterly Statement for business, assets, operations or financial condition of the payment Borrower or any Subsidiary which has or could reasonably be expected to result in a Material Adverse Change. No dividends or other distributions have been declared, paid or made upon any shares of estimated claims and claim adjustment expenses for both reported and unreported claims were (i) reported in accordance with SAP and (ii) believed capital stock of the Borrower, nor have any shares of capital stock of the Borrower been redeemed, retired, purchased or otherwise acquired by GNA to be adequate to cover the amounts GNA expected the GNA Insurance Subsidiaries to pay on incurred claims based on facts and circumstances then known. The admitted assets of each GNA Insurance Subsidiary as determined under Applicable Laws are in an amount at least equal to the minimum amounts required by Applicable Laws.Borrower since

Statutory Financial Statements. GNA GNAC has heretofore made (or will make prior to Closing) available to Buyer Sxxxxxxxx copies of the annual statements of the GNA GNAC Insurance Subsidiaries as filed with the GNA GNAC Applicable Insurance Department (the "GNA “GNAC Annual Statements"”) for the years ended December 31, 19972001, 1998 2002, and 1999 2003 and copies of the quarterly statements statement of the GNA GNAC Insurance Subsidiaries to the GNA GNAC Applicable Insurance Department for the quarters quarter ended March 31, June 30 and September 30, 2000 2004 (and any subsequent quarterly statements filed between the date hereof and the Closing Date) (the "GNA “GNAC Quarterly Statements"Statement”). The balance sheets of each of the GNA GNAC Insurance Subsidiaries as of December 31, 19992003, and the related statements of income and cash flow for the year then ended, included in the GNA GNAC Annual Statement for the year ended December 31, 19992003, were prepared in conformity with SAP, except as otherwise noted therein, for the period covered thereby and fairly present the statutory financial position of such GNA GNAC Insurance Subsidiary as at the date thereof and the results of operations and cash flow of such GNA GNAC Insurance Subsidiary for the period then ended. The balance sheets of the GNA GNAC Insurance Subsidiaries and the related statements of income and cash flow included in the GNA GNAC Quarterly Statements were prepared in conformity with SAP applicable to interim financial statements consistently applied during the period involved, except as otherwise noted therein, subject to normal year-end adjustments, and fairly present the statutory financial position of such GNA GNAC Insurance Subsidiary as at the dates thereof and the results of operations and cash flow of such GNA GNAC Insurance Subsidiary for the periods then ended. Without limiting the generality of the foregoing and subject to the cautionary statements regarding reserves contained under "Item 1. “BUSINESS--—Unpaid Claims and Claim Adjustment Expenses" ” and elsewhere in the GNA 1999 GNAC 2003 Form 10-K Report, the reserves carried on the GNA GNAC Annual Statement for the year ended December 31, 1999 2003 and the GNA GNAC Quarterly Statement for the payment of estimated claims and claim adjustment expenses for both reported and unreported claims were (i) reported in accordance with SAP and (ii) believed by GNA GNAC at that time to be adequate to cover the amounts GNA GNAC expected the GNA GNAC Insurance Subsidiaries to pay on incurred claims based on facts and circumstances then known. The admitted assets of each GNA GNAC Insurance Subsidiary as determined under Applicable Laws are in an amount at least equal to the minimum amounts required by Applicable Laws.

Statutory Financial Statements. GNA GNAC has heretofore made (or will make prior to Closing) available to Buyer Rxxx LLC copies of the annual statements of the GNA GNAC Insurance Subsidiaries as filed with the GNA GNAC Applicable Insurance Department (the "GNA “GNAC Annual Statements"”) for the years ended December 31, 19972001, 1998 2002, and 1999 2003 and copies of the quarterly statements statement of the GNA GNAC Insurance Subsidiaries to the GNA GNAC Applicable Insurance Department for the quarters quarter ended March 31, June 30 and September 30, 2000 2004 (and any subsequent quarterly statements filed between the date hereof and the Closing Date) (the "GNA “GNAC Quarterly Statements"Statement”). The balance sheets of each of the GNA GNAC Insurance Subsidiaries as of December 31, 19992003, and the related statements of income and cash flow for the year then ended, included in the GNA GNAC Annual Statement for the year ended December 31, 19992003, were prepared in conformity with SAP, except as otherwise noted therein, for the period covered thereby and fairly present the statutory financial position of such GNA GNAC Insurance Subsidiary as at the date thereof and the results of operations and cash flow of such GNA GNAC Insurance Subsidiary for the period then ended. The balance sheets of the GNA GNAC Insurance Subsidiaries and the related statements of income and cash flow included in the GNA GNAC Quarterly Statements were prepared in conformity with SAP applicable to interim financial statements consistently applied during the period involved, except as otherwise noted therein, subject to normal year-end adjustments, and fairly present the statutory financial position of such GNA GNAC Insurance Subsidiary as at the dates thereof and the results of operations and cash flow of such GNA GNAC Insurance Subsidiary for the periods then ended. Without limiting the generality of the foregoing and subject to the cautionary statements regarding reserves contained under "Item 1. “BUSINESS--—Unpaid Claims and Claim Adjustment Expenses" ” and elsewhere in the GNA 1999 GNAC 2003 Form 10-K Report, the reserves carried on the GNA GNAC Annual Statement for the year ended December 31, 1999 2003 and the GNA GNAC Quarterly Statement for the payment of estimated claims and claim adjustment expenses for both reported and unreported claims were (i) reported in accordance with SAP and (ii) believed by GNA GNAC at that time to be adequate to cover the amounts GNA GNAC expected the GNA GNAC Insurance Subsidiaries to pay on incurred claims based on facts and circumstances then known. The admitted assets of each GNA GNAC Insurance Subsidiary as determined under Applicable Laws are in an amount at least equal to the minimum amounts required by Applicable Laws.