Common use of Insurance Reports Clause in Contracts

Insurance Reports. Each of Parent’s subsidiaries which by virtue of its operations and activities is required to be licensed as an insurance company (collectively, the “Parent Insurance Entities”) is listed in Section 3.2(m) of the Parent Disclosure Letter. Since January 1, 2007, each of the Parent Insurance Entities has filed all annual and quarterly statements, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, required to be filed with or submitted to the appropriate insurance regulatory authorities of the jurisdiction in which it is domiciled or commercially domiciled on forms prescribed or permitted by such authority (collectively, the “Parent SAP Statements”), except for such failures to file that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent. Parent has delivered or made available to Company, to the extent permitted by applicable laws, true and complete copies of all annual Parent SAP Statements for each Parent Insurance Entity for the periods beginning January 1, 2007 and through the date hereof and the quarterly Parent SAP Statements for each Parent Insurance Entity for the quarterly periods ended September 30, 2007, March 31, 2008 and, once duly and timely filed, June 30, 2008, each in the form (including exhibits, annexes and any amendments thereto) filed with the applicable insurance regulatory authority and true and complete copies of all examination reports of insurance departments and any insurance regulatory authorities received by Parent on or after January 1, 2007 and through the date hereof relating to Parent Insurance Entities. Financial statements included in Parent SAP Statements were prepared in conformity with SAP prescribed or permitted by the applicable insurance regulatory authority, in each case, consistently applied for the periods covered thereby and present fairly in all material respects the statutory financial position of the relevant Parent Insurance Entity as at the respective dates thereof and the results of operations of such Parent Insurance Entity for the respective periods then ended. The Parent SAP Statements complied in all material respects with all applicable laws, rules and regulations when filed, and no material deficiency has been asserted in writing by any Governmental Entity with respect to any Parent SAP Statements. The statutory balance sheets and income statements included in the annual Parent SAP Statements have been audited by Parent’s independent auditors, and Parent has delivered or made available to Company true and complete copies of all audit opinions related thereto for periods beginning January 1, 2007.

Insurance Reports. (a) Each of Parent’s the subsidiaries which by virtue of its the Company licensed to conduct insurance operations and activities is required to be licensed as an insurance company (collectively, the “Parent Company Insurance Entities”) is listed in Section 3.2(m) 3.8 of the Parent Company Disclosure LetterSchedule. Since January 1, 20072012, each of the Parent Company Insurance Entities has filed all annual and quarterly statements, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, required to be filed with or submitted to the appropriate insurance regulatory authorities Insurance Regulatory Authorities of the jurisdiction in which it is domiciled or commercially domiciled on forms prescribed or permitted by such authority authority, including any such statements filed in respect of the Closed Block Business (collectively, as amended or restated, and including all related compilations, reviews and other reports issued by the accounts of the Company Insurance Entities with respect thereto, the “Company SAP Statements”). The financial statements included in the Company SAP Statements are (or, with respect to filings made after the date hereof, will be) prepared on a statutory basis, and in conformity in all material respects with SAP prescribed or permitted by the applicable Insurance Regulatory Authority, in each case, consistently applied for the periods covered thereby and present fairly (or, with respect to filings made after the date hereof, will fairly present) the statutory financial position of the relevant Company Insurance Entity as of the respective dates thereof and the results of operations and cash flow of such Company Insurance Entity for the respective periods then ended, in all material respects, and as of the date hereof and other than the Restatement Exceptions, no material deficiency has been asserted by any Governmental Entity with respect to any Company SAP Statements that, to the knowledge of the Company, has not been cured to the satisfaction of such Governmental Entity. The financial statements included in the Company SAP Statements pertaining to the Closed Block Business are (or, with respect to filings made after the date hereof, will be) prepared on a statutory basis, and in conformity in all material respects with SAP prescribed or permitted by the applicable Insurance Regulatory Authority, in each case, consistently applied for the periods covered thereby and present fairly (or, with respect to filings made after the date hereof, will fairly present) the statutory financial position of the Closed Block Business as of the respective dates thereof and the results of operations and cash flow of the Closed Block Business for the respective periods then ended, in all material respects, and, as of the date hereof and other than the Restatement Exceptions, no material deficiency has been asserted by any Governmental Entity with respect to such Company SAP Statements that, to the knowledge of the Company, has not been cured to the satisfaction of such Governmental Entity. As of their respective filing dates, the Company SAP Statements complied (or, with respect to filings made after the date hereof, will comply) in all material respects with, to the extent in effect at the time of filing or submission, the applicable requirements of all applicable federal, state and local statutes and regulations regulating the business and products of insurance and all applicable orders and directives of insurance regulatory authorities (collectively, the “Parent Insurance Laws”). (b) Except as indicated therein, since January 1, 2012, all assets that are reflected as admitted assets on the Company SAP Statements comply in all material respects with all Insurance Laws with respect to admitted assets, as applicable. Section 3.8(b) of the Company Disclosure Schedule sets forth any “permitted practices” reflected in the Company SAP Statements”). (c) The Reserves reported in the Company SAP Statements: (i) were determined in accordance with generally accepted actuarial standards consistently applied throughout the specified period, using actuarial assumptions that produce reserves at least as great as those called for in any Insurance Contract issued by a Company Insurance Entity as to reserve basis and method, and are in accordance with all other Insurance Contract provisions and (ii) include provisions for all actuarial Reserves and related items required to be established in accordance with applicable Law, except in each case for any such failures to file that be so determined or so included as have not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent. Parent has delivered Effect; provided, that in no event shall this Section 3.8(c) or made available any other provision of this Agreement be deemed to Companyconstitute a guaranty, warranty or other representation as to the extent permitted by applicable laws, true and complete copies adequacy or sufficiency of all annual Parent SAP Statements for each Parent Insurance Entity for the periods beginning January 1, 2007 and through Reserves of the date hereof and the quarterly Parent SAP Statements for each Parent Insurance Entity for the quarterly periods ended September 30, 2007, March 31, 2008 and, once duly and timely filed, June 30, 2008, each in the form (including exhibits, annexes and any amendments thereto) filed with the applicable insurance regulatory authority and true and complete copies of all examination reports of insurance departments and any insurance regulatory authorities received by Parent on or after January 1, 2007 and through the date hereof relating to Parent Company Insurance Entities. Financial statements included in Parent SAP Statements were prepared in conformity with SAP prescribed or permitted by the applicable insurance regulatory authority, in each case, consistently applied for the periods covered thereby and present fairly in all material respects the statutory financial position of the relevant Parent Insurance Entity as at the respective dates thereof and the results of operations of such Parent Insurance Entity for the respective periods then ended. The Parent SAP Statements complied in all material respects with all applicable laws, rules and regulations when filed, and no material deficiency has been asserted in writing by any Governmental Entity with respect to any Parent SAP Statements. The statutory balance sheets and income statements included in the annual Parent SAP Statements have been audited by Parent’s independent auditors, and Parent has delivered or made available to Company true and complete copies of all audit opinions related thereto for periods beginning January 1, 2007.

Insurance Reports. Each of ParentJefferson-Pilot’s subsidiaries Subsidiaries through which by virtue of Jefferson-Pilot conducts its material insurance operations and activities is required to be licensed as an insurance company (collectively, the “Parent Jefferson-Pilot Insurance Entities”) is listed in Section 3.2(m3.1(u) of the Parent Jefferson-Pilot Disclosure Letter. Since January 1, 2007, each Each of the Parent Jefferson-Pilot Insurance Entities has filed all annual and quarterly statements, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, required to be filed with or submitted to the appropriate insurance regulatory authorities of the jurisdiction in which it is domiciled or commercially domiciled on forms prescribed or permitted by such authority (collectively, the “Parent Jefferson-Pilot SAP Statements”), except for such failures to file that would notthat, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ParentJefferson-Pilot. Parent Jefferson-Pilot has delivered or made available to CompanyLincoln, to the extent permitted by applicable laws, true and complete copies of all annual Parent Jefferson-Pilot SAP Statements for each Parent Jefferson-Pilot Insurance Entity for the periods beginning January 1, 2007 2003 and through the date hereof and the quarterly Parent Jefferson-Pilot SAP Statements for each Parent Jefferson-Pilot Insurance Entity for the quarterly periods ended September 30, 2007, March 31, 2008 and, once duly 2005 and timely filed, June 30, 20082005, each in the form (including exhibits, annexes and any amendments thereto) filed with the applicable state insurance regulatory authority and true and complete copies of all examination reports of insurance departments and any insurance regulatory authorities received by Parent Jefferson-Pilot on or after January 1, 2007 2003 and through the date hereof relating to Parent Jefferson-Pilot Insurance Entities. Financial statements included in Parent Jefferson-Pilot SAP Statements and prepared on a statutory basis, including the notes thereto, were prepared in conformity with SAP statutory accounting practices (“SAP”) prescribed or permitted by the applicable insurance regulatory authority, in each case, consistently applied for the periods covered thereby and present fairly in all material respects the statutory financial position of the relevant Parent Jefferson-Pilot Insurance Entity as at the respective dates thereof and the results of operations of such Parent Jefferson-Pilot Insurance Entity for the respective periods then ended. The Parent Jefferson-Pilot SAP Statements complied in all material respects with all applicable laws, rules and regulations when filed, and no material deficiency has been asserted in writing by any Governmental Entity with respect to any Parent Jefferson-Pilot SAP Statements. Except as indicated therein, all assets that are reflected as admitted assets on Jefferson-Pilot SAP Statements comply in all material respects with all applicable foreign, federal, state and local statutes and regulations regulating the business and products of insurance and all applicable orders and directives of insurance regulatory authorities (collectively, the “Insurance Laws”) with respect to admitted assets, as applicable. The statutory balance sheets and income statements included in the annual Parent Jefferson-Pilot SAP Statements have been audited by ParentJefferson-Pilot’s independent auditors, and Parent Jefferson-Pilot has delivered or made available to Company Lincoln true and complete copies of all audit opinions related thereto for periods beginning January 1, 20072003.

Insurance Reports. Each of ParentLincoln’s subsidiaries Subsidiaries through which by virtue of Lincoln conducts its material insurance operations and activities is required to be licensed as an insurance company (collectively, the “Parent Lincoln Insurance Entities”) is listed in Section 3.2(m3.2(u) of the Parent Lincoln Disclosure Letter. Since January 1, 2007, each Each of the Parent Lincoln Insurance Entities has filed all annual and quarterly statements, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, required to be filed with or submitted to the appropriate insurance regulatory authorities of the jurisdiction in which it is domiciled or commercially domiciled on forms prescribed or permitted by such authority (collectively, the “Parent Lincoln SAP Statements”), except for such failures to file that would notthat, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ParentLincoln. Parent Lincoln has delivered or made available to CompanyJefferson-Pilot, to the extent permitted by applicable laws, true and complete copies of all annual Parent Lincoln SAP Statements for each Parent Lincoln Insurance Entity for the periods beginning January 1, 2007 2003 and through the date hereof and the quarterly Parent Lincoln SAP Statements for each Parent Lincoln Insurance Entity for the quarterly periods ended September 30, 2007, March 31, 2008 and, once duly 2005 and timely filed, June 30, 20082005, each in the form (including exhibits, annexes and any amendments thereto) filed with the applicable state insurance regulatory authority and true and complete copies of all examination reports of insurance departments and any insurance regulatory authorities received by Parent Lincoln on or after January 1, 2007 2003 and through the date hereof relating to Parent Lincoln Insurance Entities. Financial statements included in Parent Lincoln SAP Statements and prepared on a statutory basis, including the notes thereto, were prepared in conformity with SAP prescribed or permitted by the applicable insurance regulatory authority, in each case, consistently applied for the periods covered thereby and present fairly in all material respects the statutory financial position of the relevant Parent Lincoln Insurance Entity as at the respective dates thereof and the results of operations of such Parent Lincoln Insurance Entity for the respective periods then ended. The Parent Lincoln SAP Statements complied in all material respects with all applicable laws, rules and regulations when filed, and no material deficiency has been asserted in writing by any Governmental Entity with respect to any Parent Lincoln SAP Statements. Except as indicated therein, all assets that are reflected as admitted assets on Lincoln SAP Statements comply in all material respects with all applicable Insurance Laws with respect to admitted assets, as applicable. The statutory balance sheets and income statements included in the annual Parent Lincoln SAP Statements have been audited by ParentLincoln’s independent auditors, and Parent Lincoln has delivered or made available to Company Jefferson-Pilot true and complete copies of all audit opinions related thereto for periods beginning January 1, 20072003.

Insurance Reports. Each of Parent’s subsidiaries which by virtue of its operations and activities is required to be licensed as an insurance company (collectively, the “Parent Insurance Entities”) is listed in Section 3.2(m) of the Parent Disclosure Letter. Since January July 1, 20072015, each of the Parent Insurance Regulated Entities has filed complied in all material respects with its obligation to timely file all annual and quarterly statements, together with all material exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, in each case required to be filed by such Regulated Entity with or submitted by such Regulated Entity to the NAIC and the appropriate insurance regulatory authorities of the jurisdiction in which it is domiciled or commercially domiciled on forms prescribed or permitted by such authority (collectively, the “Parent SAP Statements”), except for such failures to file that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent. Parent Seller has delivered or made available to Company, to the extent permitted by applicable laws, true and complete provided Acquiror copies of all such annual Parent SAP Statements for each Parent Insurance Entity for the periods beginning January July 1, 2007 2015 and through the date hereof and the quarterly Parent SAP Statements for each Parent Insurance Entity for the quarterly periods ended September 30, 2007, March 31, 2008 and, once duly and timely filed, June 30, 2008hereof, each in the form (including exhibits, annexes and any amendments thereto) filed with the applicable state insurance regulatory authority authorities and true and complete copies of all examination reports of insurance departments and any insurance regulatory authorities received by Parent a Regulated Entity on or after January July 1, 2007 2015 and through the date hereof relating to Parent Insurance Entitieshereof. Financial The financial statements included in Parent the SAP Statements were prepared in all material respects in conformity with SAP prescribed or permitted by the applicable state insurance regulatory authority, in each case, consistently applied for the periods covered thereby and present fairly in are full and true statements of all material respects the statutory financial position of the relevant Parent Insurance Entity as at the respective dates thereof assets and liabilities and the results condition and affairs of operations each of such Parent Insurance Entity for the respective periods then endedRegulated Entities, as applicable. The Parent SAP Statements complied in all material respects with all applicable laws, rules and regulations Laws when filed, and no . No material deficiency has been asserted in writing to the Regulated Entities by any Governmental Entity Authority with respect to any Parent SAP StatementsStatements or GAAP statements contained therein. The statutory balance sheets and income financial statements included in the annual Parent SAP Statements have been audited by Parentthe Company Group’s independent auditors, and Parent Seller has delivered or made available to Company provided Acquiror true and complete copies of all audit opinions related thereto for the periods beginning January July 1, 20072015. The Regulated Entities comply with all applicable solvency requirements, including risk-based capital requirements under applicable Insurance Laws. The loss reserves of the Regulated Entities recorded in the SAP Statements: (i) were determined in all material respects in accordance with actuarial standards of practice in effect on that date (except as may be indicated in the notes thereto), (ii) were computed on the basis of methodologies consistent in all material respects with those used in computing the corresponding reserves in the prior fiscal year (except as may be indicated in the notes thereto) and (iii) include provisions for all actuarial reserves that were required at that time to be established in accordance with applicable Laws based on facts known to any member of the Company Group as of such date.

Insurance Reports. Each of Parent’s subsidiaries which by virtue of (a) Since December 31, 2016 NORCAL and each NORCAL Insurance Subsidiary (i) have filed or submitted (or have filed or submitted on its operations behalf) with all applicable Insurance Regulators all reports, registrations, statements, documents, filings, submissions, notices and activities is required to be licensed as an insurance company (collectively, the “Parent Insurance Entities”) is listed in Section 3.2(m) of the Parent Disclosure Letter. Since January 1, 2007, each of the Parent Insurance Entities has filed all annual and quarterly statementsreports, together with all exhibitssupplements and amendments thereto required under the Insurance Laws applicable to insurance holding companies (the “NORCAL Holding Company Act Reports”), interrogatories(ii) have filed (or have had filed on its behalf) all NORCAL SAP Statements, notes(iii) have filed (or have had filed on its behalf) all other material reports, schedules registrations, statements, documents, filings, submissions and any actuarial opinionsnotices, affirmations or certifications or other supporting documents in connection therewithtogether with all amendments and supplements thereto, required to be filed with or submitted any Insurance Regulator under the Insurance Laws, and (iv) have paid all fees and assessments due and payable by them under the Insurance Laws. Section 5.6(a) to the appropriate insurance regulatory authorities of the jurisdiction in which it is domiciled or commercially domiciled on forms prescribed or permitted by such authority (collectivelyNORCAL Disclosure Schedule sets forth a list of, the “Parent SAP Statements”), except for such failures to file that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent. Parent and NORCAL has delivered or made available to CompanyPRA, accurate and complete copies of, all NORCAL SAP 29 43126503 v1 (b) Except for normal examinations conducted by a Governmental Authority in the regular course of the business of NORCAL and its Subsidiaries, audits by taxing authorities and consumer complaints to Insurance Regulators in the ordinary course of business, and except as set forth in Section 5.6(b) of the NORCAL Disclosure Schedule, there are no proceedings, investigations, examinations (including financial, market conduct, underwriting, rating or claims examinations) or material inquiries by any Governmental Authority in progress or that have not been completed with respect to NORCAL, any NORCAL Subsidiary or any director or officer of NORCAL or any NORCAL Subsidiary, nor, to the extent permitted by applicable lawsKnowledge of NORCAL, true and complete copies no Governmental Authority initiated or scheduled any proceeding, examination (including financial, market conduct, underwriting, rating or claims examinations) or investigation into the business or operations of all annual Parent SAP Statements for each Parent Insurance Entity for the periods beginning January 1NORCAL, 2007 and through the date hereof and the quarterly Parent SAP Statements for each Parent Insurance Entity for the quarterly periods ended September 30any NORCAL Subsidiary, 2007or any director or officer of NORCAL or any NORCAL Subsidiary, March since December 31, 2008 and, once duly and timely filed, June 30, 2008, each in 2016. All material deficiencies or violations noted with respect to the form examinations of NORCAL or any of the NORCAL Subsidiaries (including exhibitsfinancial, annexes market conduct, underwriting, rating or claims examinations) have either been resolved, are subject to ongoing negotiation for which NORCAL or the NORCAL Subsidiary, as applicable, believes is a reasonable basis to contest such findings, or are subject to a plan that has been established to resolve such deficiencies or violations, and NORCAL or the NORCAL Subsidiary, as applicable, is in material compliance with any amendments thereto) filed with the applicable insurance regulatory authority and true and complete copies of all examination reports of insurance departments and any insurance regulatory authorities received by Parent on or after January 1, 2007 and through the date hereof relating to Parent Insurance Entities. Financial statements included in Parent SAP Statements were prepared in conformity with SAP prescribed or permitted by the applicable insurance regulatory authoritysuch plan, in each case, consistently applied for to the periods covered thereby and present fairly in all material respects the statutory financial position reasonable satisfaction of the relevant Parent Governmental Authority that noted such deficiencies or violations. (c) Section 5.6(c) of the NORCAL Disclosure Schedule lists all financial and market conduct (including underwriting, rating or claims) examinations that any Insurance Entity as at the respective dates thereof and the results of operations of such Parent Insurance Entity for the respective periods then ended. The Parent SAP Statements complied in all material respects with all applicable laws, rules and regulations when filed, and no material deficiency Regulator has been asserted in writing by any Governmental Entity conducted with respect to NORCAL or any Parent SAP Statementsof the NORCAL Insurance Subsidiaries since December 31, 2016. The statutory balance sheets and income statements included in the annual Parent SAP Statements have been audited by Parent’s independent auditors, and Parent NORCAL has delivered or made available to Company true PRA correct and complete copies reports issued by the applicable Insurance Regulator with respect to such examinations, including solely with respect to examination for which a final report has not yet been issued, any draft reports and correspondence with respect to such examinations. There are no regulatory examinations (including financial, market conduct, underwriting, rating or claims examinations) of all audit opinions related thereto NORCAL or any of the NORCAL Insurance Subsidiaries currently in process. 30 43126503 v1 (d) Except as otherwise contemplated by this Agreement, since December 31, 2016, neither NORCAL nor any NORCAL Subsidiary has received from any Person any Notice on Form A or such other form as may be prescribed under Applicable Law indicating that such Person intends to make or has made a tender offer for periods beginning January 1or a request or invitation for tenders of, 2007or intends to enter into or has entered into any agreement to exchange securities for, or intends to acquire or has acquired (in the open market or otherwise), any voting security of NORCAL, if after the consummation thereof such Person would directly or indirectly be in control of NORCAL.

Insurance Reports. Each (a) A true and complete list as of Parent’s subsidiaries the date hereof of all the Subsidiaries through which by virtue of the Company conducts its insurance and reinsurance operations and activities is required to be licensed as an insurance company (collectively, the “Parent Insurance EntitiesSubsidiaries”) ), together with the jurisdiction of domicile thereof, is listed set forth in Section 3.2(m4.19(a) of the Parent Company Disclosure Letter. Since January 1, 2007the Applicable Date, each of the Parent Insurance Entities Subsidiaries has timely filed all annual and quarterly statements, including amendments thereto, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, required to be filed with or submitted to the appropriate insurance regulatory authorities Insurance Regulators of the jurisdiction in which it is domiciled or commercially domiciled on forms prescribed or permitted by such authority Insurance Regulators (collectively, the “Company Statements”). The Company has provided or otherwise made available to Parent true and complete copies of all Company Statements filed with any Insurance Regulator since the Applicable Date. Without limiting the foregoing, since the Applicable Date, all Contracts and transactions in effect between any Insurance Subsidiary and any Affiliate that are required to be filed with, and/or approved by, an Insurance Regulator under the applicable insurance holding company statutes or other applicable Insurance Laws, have been filed with such applicable Insurance Regulator, and the applicable Insurance Subsidiary has obtained any required approvals or deemed approvals of Insurance Regulators with respect thereto. (b) The financial statements included in the Company Statements (the “Company SAP Statements”) were (or with respect to quarterly and annual Company SAP Statements filed on or after the date hereof and prior to Closing, will be) prepared in conformity in all material respects with SAP, consistently applied for the periods covered thereby, and fairly present in all material respects the statutory financial position of the relevant Insurance Subsidiary as of the respective dates thereof and the results of operations and cash flows of such Insurance Subsidiary for the respective periods then ended subject, in the case of the Company SAP Statements with respect to interim periods, to the absence of full footnote disclosure and normal year-end audit adjustments that will not be material in amount or effect. No material deficiency has been asserted by any Governmental Entity with respect to any Company SAP Statements that has not been resolved, to the Company’s Knowledge, to the material satisfaction of the Governmental Entity prior to the date hereof. As of their respective filing dates, the Company SAP Statements complied with, to the extent in effect at the time of filing or submission, the applicable requirements of all Laws, rules and regulations applicable to the business of insurance or the regulation of insurance holding companies, whether domestic or foreign, and all applicable Orders of Governmental Entities and Insurance Regulators (collectively, the “Insurance Laws”), except for such failures to file that comply as would not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect on ParentEffect. (c) Section 4.19(c) of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all accounting practices used by the Insurance Subsidiaries in connection with the Company SAP Statements that depart from the National Association of Insurance Commissioners’ Accounting Practices and Procedures Manual or similar non-U.S. accounting methodologies applicable to any of the Insurance Subsidiaries (each such departure, a “Permitted Accounting Practice”). Parent All Permitted Accounting Practices have been approved by the applicable Insurance Regulators in writing at or prior to the time used by the Insurance Subsidiaries in connection with the applicable Company SAP Statements. (d) The Company has delivered provided or otherwise made available to Parent true, complete and correct copies of the Actuarial Reports. To the Knowledge of the Company, the information and data furnished by any Insurance Subsidiary in connection with the preparation of the Actuarial Reports were derived from the relevant books and records of the Company and accurate in all material respects as of the date so furnished. Notwithstanding the foregoing, the Company and its Affiliates do not guarantee the projected results included in the Actuarial Reports and make no representation or warranty with respect to the extent permitted Actuarial Reports, any estimates, projections, predications, forecasts, assumptions, methodologies and judgments in the Actuarial Reports or the assumptions on the basis of which such information was, or data were, prepared (including, without limitation, as to future morbidity or mortality, policyholder behavior, expense, investment experience and other actuarial factors with respect to the Company or its associated liabilities or assets), or to the effect that the projected profits set forth in the Actuarial Reports will be realized. As of the date hereof, neither Milliman nor PWC has issued to the Company or its Affiliates any new or revised report with respect to the Insurance Subsidiaries, or any supplements, addenda or errata with respect to their respective Actuarial Reports, nor have they notified the Company that the relevant Actuarial Report is inaccurate in any material respect. (e) The aggregate insurance policy reserves for claims, losses (including incurred but not reported losses), loss adjustment expenses (whether allocated or unallocated), and unearned premium for each Insurance Subsidiary, as reflected in its Company SAP Statements, (i) were determined in accordance with SAP applied on a consistent basis for the periods presented, (ii) were determined in accordance with generally accepted actuarial standards applied on a consistent basis for the periods presented (except as otherwise noted in the financial statements and notes thereto included in such financial statements), (iii) were fairly stated in all material respects in accordance with sound actuarial principles, (iv) were derived from the books and records of such Insurance Subsidiary, (v) include provisions for liabilities meeting or exceeding those required by the express terms of the Insurance Contracts and (vi) satisfied the requirements of applicable lawsInsurance Laws in all material respects. Neither this Section 4.19(e) nor anything else in this Agreement shall constitute a representation or warranty to the effect that such reserves will be sufficient or adequate for the purposes for which they were established. (f) The Company has provided or otherwise made available to Parent (i) true, true complete and correct copies of all material submissions by the Company or any of its Insurance Subsidiaries domiciled in the United States, Australia or Canada to any Insurance Regulator in the United States, Australia and Canada, as applicable, relating to the risk-based capital of such Insurance Subsidiary together with true, accurate and complete copies of all substantive responses from the relevant Insurance Regulators to such submissions, and (ii) all material annual Parent SAP Statements for each Parent registration statements and periodic reports with respect to the Company or any Insurance Entity for the periods beginning January 1, 2007 and through the date hereof and the quarterly Parent SAP Statements for each Parent Insurance Entity for the quarterly periods ended September 30, 2007, March 31, 2008 and, once duly and timely filed, June 30, 2008, each Subsidiary domiciled in the form (including exhibitsUnited States, annexes Australia or Canada provided to any Insurance Regulator in the United States, Australia and any amendments thereto) filed with the Canada, as applicable, under applicable insurance regulatory authority and true and complete copies of all examination reports of insurance departments and any insurance regulatory authorities received by Parent on or after January 1, 2007 and through the date hereof relating to Parent Insurance Entities. Financial statements included in Parent SAP Statements were prepared in conformity with SAP prescribed or permitted by the applicable insurance regulatory authorityholding company regulations, in each case, consistently applied for during the periods covered thereby and present fairly in all material respects 24 months immediately preceding the statutory financial position date of the relevant Parent Insurance Entity as at the respective dates thereof and the results of operations of such Parent Insurance Entity for the respective periods then ended. The Parent SAP Statements complied in all material respects with all applicable laws, rules and regulations when filed, and no material deficiency has been asserted in writing by any Governmental Entity with respect to any Parent SAP Statements. The statutory balance sheets and income statements included in the annual Parent SAP Statements have been audited by Parent’s independent auditors, and Parent has delivered or made available to Company true and complete copies of all audit opinions related thereto for periods beginning January 1, 2007this Agreement.

Insurance Reports. (i) Each of Parent’s subsidiaries which by virtue of its operations and activities is required to be licensed as an insurance company (collectively, the “Parent Insurance Entities”) AmerUs Insurer is listed in Section 3.2(m3.1(w) of the Parent AmerUs Disclosure Letter. Since January 1, 2007, each Each of the Parent Insurance Entities AmerUs Insurers has filed all annual and quarterly statements, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, required to be filed with or submitted to the appropriate insurance regulatory authorities of the jurisdiction in which it is domiciled or commercially domiciled on forms prescribed or permitted by such authority (collectively, the “Parent AmerUs SAP Statements”), except for such failures to file that would notthat, individually or in the aggregate, would not reasonably be expected to have a an AmerUs Material Adverse Effect on ParentEffect. Parent AmerUs has delivered or made available to CompanyAviva, to the extent permitted by applicable lawsLaws, true and complete copies of all annual Parent AmerUs SAP Statements for each Parent Insurance Entity AmerUs Insurer for the periods beginning January 1, 2007 2004 and through the date hereof and the quarterly Parent AmerUs SAP Statements for each Parent Insurance Entity AmerUs Insurer for the quarterly periods period ended September 30, 2007, March 31, 2008 and, once duly and timely filed, June 30, 20082006, each in the form (including exhibits, annexes and any amendments thereto) filed with the applicable state domiciliary insurance regulatory authority and true and complete copies of all financial examination reports of insurance departments and any insurance regulatory authorities received by Parent AmerUs on or after January 1, 2007 2004 and through the date hereof relating to Parent Insurance EntitiesAmerUs Insurers. Financial statements included in Parent the AmerUs SAP Statements were prepared in conformity with SAP prescribed or permitted by the applicable insurance regulatory authority, in each case, consistently applied for the periods covered thereby and present fairly in all material respects the statutory financial position of the relevant Parent Insurance Entity AmerUs Insurer as at the respective dates thereof and the results of operations of such Parent Insurance Entity AmerUs Insurer for the respective periods then ended. The Parent AmerUs SAP Statements complied in all material respects with all applicable laws, rules and regulations Laws when filed, and no material deficiency has been asserted in writing by any Governmental Entity with respect to any Parent AmerUs SAP StatementsStatements which has not been cured. The annual statutory balance sheets and income statements included in the annual Parent AmerUs SAP Statements have been audited by Parent’s AmerUs’ independent auditors, and Parent AmerUs has delivered or made available to Company Aviva true and complete copies of all audit opinions related thereto for periods beginning January 1, 20072004. (ii) The policy reserves of the AmerUs Insurers recorded in their respective AmerUs SAP Statements, as of their respective dates since July 1, 2004: (A) have been computed in all material respects in accordance with presently accepted actuarial standards consistently applied as in effect on their respective dates; (B) have been based on actuarial assumptions that are consistent in all material respects with applicable contract provisions; (C) met the requirements of applicable Law in all material respects; and (D) were computed on the basis of actuarial assumptions and actuarial methods consistent in all material respects with those used to compute the corresponding items in the AmerUs SAP Statements; provided, however, that it is acknowledged and agreed that AmerUs is not making any representation or warranty in this Section 3.1(w)(ii) as to the adequacy or sufficiency of such reserves.

Insurance Reports. (i) Each of Parent’s subsidiaries which by virtue of its operations and activities is required to be licensed as an insurance company (collectively, the “Parent Insurance Entities”) Republic Insurer is listed in Section 3.2(m3.l(w)(i) of the Parent Republic Disclosure Letter. Since January 1, 2007, each Each of the Parent Insurance Entities Republic Insurers has filed all annual and quarterly statements, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, required to be filed with or submitted to the appropriate insurance regulatory authorities of the jurisdiction in which it is domiciled or commercially domiciled on forms prescribed or permitted by such authority (collectively, the “Parent Republic SAP Statements”), except for such failures to file that would notthat, individually or in the aggregate, would not reasonably be expected to have a Republic Material Adverse Effect on ParentEffect. Parent Republic has delivered or made available to Company, to the extent permitted by applicable laws, true and complete Arrow copies of all annual Parent Republic SAP Statements for each Parent Insurance Entity Republic Insurer for the periods beginning January 1, 2007 2003 and through the date hereof and the quarterly Parent Republic SAP Statements for each Parent Insurance Entity Republic Insurer for the quarterly periods period ended September 30, 2007, March 31, 2008 and, once duly and timely filed, June 30, 20082006, each in the form (including exhibits, annexes and any amendments thereto) filed with the applicable state insurance regulatory authority and true and complete copies of all examination reports of insurance departments and any insurance regulatory authorities received by Parent Republic on or after January 1, 2007 2003 and through the date hereof relating to Parent Insurance EntitiesRepublic Insurers. Financial statements included in Parent the Republic SAP Statements and prepared on a statutory basis, including the notes thereto, were prepared (or, in the case of the financial statements included in the Subsequent Republic SAP Statements (as hereinafter defined), will be prepared) in conformity with SAP statutory accounting practices (“SAP”) prescribed or permitted by the applicable insurance regulatory authority, in each case, consistently applied for the periods covered thereby and present fairly (or, in all material respects the case of the financial statements included in the Subsequent Republic SAP Statements, will present fairly) the statutory financial position of the relevant Parent Insurance Entity Republic Insurer as at the respective dates thereof and the results of operations of such Parent Insurance Entity Republic Insurer for the respective periods then ended. The Parent Republic SAP Statements complied (and the Subsequent Republic SAP Statements will comply) in all material respects with all applicable laws, rules and regulations when filed, and no material deficiency has been asserted in writing by any Governmental Entity with respect to any Parent Republic SAP Statements. Except as indicated therein, all assets that are reflected as admitted assets on the Republic SAP Statements comply (and all assets that are reflected as admitted assets on the Subsequent Republic SAP Statements will comply) in all material respects with all applicable foreign, federal, state and local statutes and regulations regulating the business and products of insurance and all applicable orders and directives of insurance regulatory authorities (collectively, the “Insurance Laws”) with respect to admitted assets, as applicable. The statutory balance sheets and income statements included in the annual Parent Republic SAP Statements have been audited by ParentRepublic’s independent auditors, and Parent Republic has delivered or made available to Company Arrow true and complete copies of all audit opinions related thereto for periods beginning January 1, 20072003. (ii) The policy reserves of the Republic Insurers recorded in their respective Republic SAP Statements, as of their respective dates: (A) have been computed in accordance with generally accepted actuarial standards consistently applied and were fairly stated, in accordance with sound actuarial principles; (B) have been based on actuarial assumptions which produced reserves at least as great as those called for in any contract provisions as to reserve basis and method, and are in accordance in all material respects with all other contract provisions; (C) met all requirements of the applicable legal and regulatory requirements of the applicable state insurance laws and are at least as great as the minimum aggregate amounts required by the applicable insurance regulator; (D) were computed on the basis of actuarial assumptions and actuarial methods consistent in all material respects with those used to compute the corresponding items in the Republic SAP Statements; and (E) included provision for all actuarial reserves and related statement items which ought to be established as required to be certified by the actuaries of the Republic Insurers pursuant to applicable state insurance laws.

Insurance Reports. Each of Parent’s subsidiaries the Subsidiaries through which by virtue of the Company conducts its material insurance operations and activities is required to be licensed as an insurance company (collectively, the “Parent "Company Insurance Entities”") is listed in Section 3.2(m) 3.5 of the Parent Company Disclosure LetterSchedule. Since January 1, 2007, each Each of the Parent Company Insurance Entities has filed all annual and quarterly statements, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, required to be filed with or submitted to the appropriate insurance regulatory authorities of the jurisdiction in which it is domiciled or commercially domiciled on forms prescribed or permitted by such authority (collectively, the “Parent "Company SAP Statements”"), except for such failures to file that would notthat, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parentthe Company. Parent The Company has delivered or made available to CompanyParent, to the extent permitted by applicable lawsLaws, true and complete copies of all annual Parent of the Company SAP Statements for each Parent Company Insurance Entity for the periods beginning January 1, 2007 2001 and through the date hereof and the quarterly Parent SAP Statements for each Parent Insurance Entity for the quarterly periods ended September 30, 2007, March 31, 2008 and, once duly and timely filed, June 30, 2008hereof, each in the form (including exhibits, annexes and any amendments thereto) filed with the applicable state insurance regulatory authority and true and complete copies of all examination reports of insurance departments and any insurance regulatory authorities received by Parent the Company (to the extent permitted by applicable Laws in respect of the Company Insurance Entities incorporated in Canada) on or after January 1, 2007 2001 and through the date hereof relating to Parent the Company Insurance Entities. Financial statements included in Parent the Company SAP Statements and prepared on a statutory basis, including the notes thereto, were prepared in conformity with SAP statutory accounting practices ("SAP") prescribed or permitted by the applicable insurance regulatory authority, in each case, consistently applied for the periods covered thereby and present fairly in all material respects the statutory financial position of the relevant Parent Company Insurance Entity as at the respective dates thereof and the results of operations of such Parent Company Insurance Entity for the respective periods then ended. The Parent Company SAP Statements complied in all material respects with all applicable lawsLaws, rules and regulations when filed, and no material deficiency has been asserted in writing by any Governmental Entity with respect to any Parent Company SAP Statements. Except as indicated therein, all assets that are reflected as admitted assets on the Company SAP Statements comply with all applicable foreign, federal, state and local statutes and regulations regulating the business and products of insurance and all applicable orders and directives of insurance regulatory authorities (collectively, the "Insurance Laws") with respect to admitted assets, as applicable, and are in an amount at least equal to the minimum amounts required by Insurance Laws, except for such failures to comply or failures to be at least equal to minimum amounts that individually or in the aggregate, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The statutory balance sheets and income statements included in the annual Parent Company SAP Statements have been audited by Parent’s the Company's independent auditors, and Parent the Company has delivered or made available to Company Parent true and complete copies of all audit opinions related thereto for periods beginning January 1, 20072001.

Insurance Reports. Each of Parent’s subsidiaries the Subsidiaries through which by virtue of Parent conducts its material insurance operations and activities is required to be licensed as an insurance company (collectively, the “"Parent Insurance Entities”") is listed in Section 3.2(m) 4.5 of the Parent Disclosure LetterSchedule. Since January 1, 2007, each Each of the Parent Insurance Entities has filed all annual and quarterly statements, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, required to be filed with or submitted to the appropriate insurance regulatory authorities of the jurisdiction in which it is domiciled or commercially domiciled on forms prescribed or permitted by such authority (collectively, the “"Parent SAP Statements”"), except for such failures to file that would notthat, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent. Parent has delivered or made available to Company, to the extent permitted by applicable laws, true and complete Company copies of all annual of the Parent SAP Statements for each Parent Insurance Entity for the periods beginning January 1, 2007 2001 and through the date hereof and the quarterly Parent SAP Statements for each Parent Insurance Entity for the quarterly periods ended September 30, 2007, March 31, 2008 and, once duly and timely filed, June 30, 2008hereof, each in the form (including exhibits, annexes and any amendments thereto) filed with the applicable state insurance regulatory authority and true and complete copies of all examination reports of insurance departments and any insurance regulatory authorities received by Parent (to the extent permitted by applicable Laws in respect of the Parent Insurance Entities incorporated in Canada) on or after January 1, 2007 2001 and through the date hereof relating to the Parent Insurance Entities. Financial statements included in the Parent SAP Statements and prepared on a statutory basis, including the notes thereto, were prepared in conformity with SAP prescribed or permitted by the applicable insurance regulatory authority, in each case, consistently applied for the periods covered thereby and present fairly in all material respects the statutory financial position of the relevant Parent Insurance Entity as at the respective dates thereof and the results of operations of such Parent Insurance Entity for the respective periods then ended. The Parent SAP Statements complied in all material respects with all applicable lawsLaws, rules and regulations when filed, and no material deficiency has been asserted in writing by any Governmental Entity with respect to any Parent SAP Statements. Except as indicated therein, all assets that are reflected as admitted assets on the Parent SAP Statements comply with all Insurance Laws with respect to admitted assets, as applicable, and are in an amount at least equal to the minimum amounts required by Insurance Laws, except for such failures to comply or failures to be at least equal to minimum amounts that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent. The statutory balance sheets and income statements included in the annual Parent SAP Statements have been audited by Parent’s 's independent auditors, and Parent has delivered or made available to the Company true and complete copies of all audit opinions related thereto for periods beginning January 1, 20072000.

Insurance Reports. Each (a) Except as would not, individually or in the aggregate, constitute a Company Material Adverse Effect, each Company Insurance Subsidiary is (i) duly licensed or authorized as an insurance company in its jurisdiction of Parent’s subsidiaries which by virtue organization and (ii) duly licensed, authorized or otherwise eligible to transact the business of its operations and activities insurance in each other jurisdiction where it is required to be licensed so licensed, authorized or otherwise eligible in order to conduct its insurance business as an insurance company (collectively, the “Parent Insurance Entities”) is listed in Section 3.2(m) of the Parent Disclosure Lettercurrently conducted. Since January 1, 20072013, each of the Parent Company Insurance Entities Subsidiaries has timely filed all annual and quarterly statements, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications affirmations, certifications, schedules or other material supporting documents in connection therewith, required to be filed by it with or submitted to the appropriate insurance regulatory authorities of applicable Insurance Regulatory Authorities for the jurisdiction in which it is domiciled is, or commercially was for the period of time covered by the filing, domiciled on forms prescribed or permitted by such authority Insurance Regulatory Authority (collectively, the “Parent SAP StatementsCompany Insurance Reports”), except for such failures to file which would not have had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Such Company Insurance Reports complied when filed with the requirements of applicable Laws, and no deficiencies have been asserted in writing by any Insurance Regulatory Authorities with respect to such Company Insurance Reports that have not been remedied, except as would not, individually or in the aggregate, reasonably be expected to have constitute a Company Material Adverse Effect on ParentEffect. Parent has delivered or made available to Company, No Company Insurance Subsidiary is subject to the extent permitted by applicable laws, true Laws of any jurisdiction on the grounds that it is “commercially domiciled” in such jurisdiction. (b) The statutory financial statements and complete copies annual and quarterly statutory statements of all annual Parent SAP Statements each Company Insurance Subsidiary included in the Company Insurance Reports for each Parent jurisdiction in which such Company Insurance Entity Subsidiary is licensed or authorized to conduct insurance business or otherwise eligible or accredited with respect to the conduct of the business of reinsurance (together with any associated notes, schedules, exhibits, interrogatories and actuarial opinions, affirmations or certifications thereto, the “SAP Statements”) have been prepared in accordance with SAP in effect as of the date of the respective SAP Statements, applied on a consistent basis during the periods indicated, and fairly present, in all material respects, the statutory financial condition, results of operations and cash flows of each applicable Company Insurance Subsidiary as of the respective dates of and for the periods beginning January 1referred to in such SAP Statements, 2007 and through the date hereof and the quarterly Parent SAP Statements for each Parent Insurance Entity for the quarterly periods ended September 30subject, 2007, March 31, 2008 and, once duly and timely filed, June 30, 2008, each in the form (including exhibitscase of any unaudited interim SAP Statements, annexes to normal and any amendments thereto) filed with the applicable insurance regulatory authority and true and complete copies of all examination reports of insurance departments and any insurance regulatory authorities received by Parent on or after January 1, 2007 and through the date hereof relating to Parent Insurance Entities. Financial statements included in Parent SAP Statements were prepared in conformity with SAP prescribed or permitted by the applicable insurance regulatory authority, in each case, consistently applied for the periods covered thereby and present fairly in all material respects the statutory financial position of the relevant Parent Insurance Entity as at the respective dates thereof and the results of operations of such Parent Insurance Entity for the respective periods then endedrecurring year-end adjustments. The Parent SAP Statements complied in all material respects with all applicable laws, rules and regulations Laws when filed, and no material deficiency has deficiencies or violations have been asserted in writing by any Governmental Entity the applicable Insurance Regulatory Authorities with respect to any Parent SAP Statements. There is no permitted practice or similar deviation or waiver from SAP being used by, or approved for use by, any Company Insurance Subsidiary in its financial reporting or disclosures to any Insurance Regulatory Authority. (c) The statutory balance sheets and income statements included in the annual Parent SAP Statements have been audited by Parent’s independent auditors, and Parent Company has delivered or made available to Parent accurate and complete copies of all SAP Statements filed or submitted since January 1, 2013 by each Company Insurance Subsidiary with or to applicable Insurance Regulatory Authorities. The Company has made available to Parent true and complete copies of all audit opinions related thereto for periods beginning examination reports and market conduct reports of any Insurance Regulatory Authority received by it on or after January 1, 20072013 through the date of this Agreement, and has notified Parent of any pending examinations of any Insurance Regulatory Authority that, to the Knowledge of the Company, were commenced between January 1, 2013 and the date of this Agreement, in each case relating to the Company Insurance Subsidiaries. All material deficiencies or violations noted in such examination reports have been cured or resolved to the satisfaction of the applicable Insurance Regulatory Authority.

Insurance Reports. Each of Parent’s subsidiaries which by virtue of (a) Since December 31, 2016 NORCAL and each NORCAL Insurance Subsidiary (i) have filed or submitted (or have filed or submitted on its operations behalf) with all applicable Insurance Regulators all reports, registrations, statements, documents, filings, submissions, notices and activities is required to be licensed as an insurance company (collectively, the “Parent Insurance Entities”) is listed in Section 3.2(m) of the Parent Disclosure Letter. Since January 1, 2007, each of the Parent Insurance Entities has filed all annual and quarterly statementsreports, together with all exhibitssupplements and amendments thereto required under the Insurance Laws applicable to insurance holding companies (the “NORCAL Holding Company Act Reports”), interrogatories(ii) have filed (or have had filed on its behalf) all NORCAL SAP Statements, notes(iii) have filed (or have had filed on its behalf) all other material reports, schedules registrations, statements, documents, filings, submissions and any actuarial opinionsnotices, affirmations or certifications or other supporting documents in connection therewithtogether with all amendments and supplements thereto, required to be filed with or submitted any Insurance Regulator under the Insurance Laws, and (iv) have paid all fees and assessments due and payable by them under the Insurance Laws. Section 5.6(a) to the appropriate insurance regulatory authorities of the jurisdiction in which it is domiciled or commercially domiciled on forms prescribed or permitted by such authority (collectivelyNORCAL Disclosure Schedule sets forth a list of, the “Parent SAP Statements”), except for such failures to file that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent. Parent and NORCAL has delivered or made available to CompanyPRA, to the extent permitted by applicable laws, true accurate and complete copies of, all NORCAL SAP Statements, all NORCAL Holding Company Act Reports, and all other material reports, registrations, statements, documents, filings, submissions, and notices filed by NORCAL or any of all annual Parent SAP Statements the NORCAL Insurance Subsidiaries with any Insurance Regulator for each Parent Insurance Entity for the periods beginning January 1ending and events occurring, 2007 and through the date hereof and the quarterly Parent SAP Statements for each Parent Insurance Entity for the quarterly periods ended September 30, 2007, March after December 31, 2008 and2016 and prior to the Closing Date. All such NORCAL SAP Statements, once duly NORCAL Holding Company Act Reports and timely filedother material reports, June 30registrations, 2008statements, each in the form (including exhibitsdocuments, annexes filings, submissions, and any amendments thereto) filed with the applicable insurance regulatory authority and true and complete copies of all examination reports of insurance departments and any insurance regulatory authorities received by Parent on or after January 1, 2007 and through the date hereof relating to Parent Insurance Entities. Financial statements included in Parent SAP Statements were prepared in conformity with SAP prescribed or permitted by the applicable insurance regulatory authority, in each case, consistently applied for the periods covered thereby and present fairly in all material respects the statutory financial position of the relevant Parent Insurance Entity as at the respective dates thereof and the results of operations of such Parent Insurance Entity for the respective periods then ended. The Parent SAP Statements notices complied in all material respects with the Insurance Laws when filed or as amended or supplemented and, as of their respective dates, contained all applicable laws, rules material information required under the Insurance Laws and regulations when filed, and no did not contain any false statements or material deficiency has misstatements of fact or omit to state any material facts necessary to make the statements set forth therein not materially misleading in light of the circumstances in which such statements were made. No deficiencies have been asserted in writing by any Governmental Entity Authority with respect to any Parent such NORCAL SAP Statements, NORCAL Holding Company Act Reports and other material reports, registrations, statements, documents, filings, submissions, and notices. The statutory balance sheets and income statements included Nothing in this Section 5.6(a) shall apply to Taxes, which are covered exclusively by Section 5.12. (b) Except for normal examinations conducted by a Governmental Authority in the annual Parent SAP Statements have been audited regular course of the business of NORCAL and its Subsidiaries, audits by Parent’s independent auditorstaxing authorities and consumer complaints to Insurance Regulators in the ordinary course of business, and Parent except as set forth in Section 5.6(b) of the NORCAL Disclosure Schedule, there are no proceedings, investigations, examinations (including financial, market conduct, underwriting, rating or claims examinations) or material inquiries by any Governmental Authority in progress or that have not been completed with respect to NORCAL, any NORCAL Subsidiary or any director or officer of NORCAL or any NORCAL Subsidiary, nor, to the Knowledge of NORCAL, no Governmental Authority initiated or scheduled any proceeding, examination (including financial, market conduct, underwriting, rating or claims examinations) or investigation into the business or operations of NORCAL, any NORCAL Subsidiary, or any director or officer of NORCAL or any NORCAL Subsidiary, since December 31, 2016. All material deficiencies or violations noted with respect to the examinations of NORCAL or any of the NORCAL Subsidiaries (including financial, market conduct, underwriting, rating or claims examinations) have either been resolved, are subject to ongoing negotiation for which NORCAL or the NORCAL Subsidiary, as applicable, believes is a reasonable basis to contest such findings, or are subject to a plan that has delivered been established to resolve such deficiencies or violations, and NORCAL or the NORCAL Subsidiary, as applicable, is in material compliance with any such plan, in each case, to the reasonable satisfaction of the Governmental Authority that noted such deficiencies or violations. (c) Section 5.6(c) of the NORCAL Disclosure Schedule lists all financial and market conduct (including underwriting, rating or claims) examinations that any Insurance Regulator has conducted with respect to NORCAL or any of the NORCAL Insurance Subsidiaries since December 31, 2016. NORCAL has made available to Company true PRA correct and complete copies reports issued by the applicable Insurance Regulator with respect to such examinations, including solely with respect to examination for which a final report has not yet been issued, any draft reports and correspondence with respect to such examinations. There are no regulatory examinations (including financial, market conduct, underwriting, rating or claims examinations) of all audit opinions related thereto NORCAL or any of the NORCAL Insurance Subsidiaries currently in process. (d) Except as otherwise contemplated by this Agreement, since December 31, 2016, neither NORCAL nor any NORCAL Subsidiary has received from any Person any Notice on Form A or such other form as may be prescribed under Applicable Law indicating that such Person intends to make or has made a tender offer for periods beginning January 1or a request or invitation for tenders of, 2007or intends to enter into or has entered into any agreement to exchange securities for, or intends to acquire or has acquired (in the open market or otherwise), any voting security of NORCAL, if after the consummation thereof such Person would directly or indirectly be in control of NORCAL.

Insurance Reports. Each of Parent’s subsidiaries which by virtue of its operations and activities is required to be licensed as an insurance company (collectively, the “Parent Insurance Entities”a) is listed in Section 3.2(m) of the Parent Disclosure Letter. Since January 1, 2007, each of the Parent Insurance Entities Kanawha has filed all annual and quarterly statements, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, required to be filed with or submitted to South Carolina Department of Insurance (the appropriate insurance regulatory authorities of the only jurisdiction in which it is domiciled or commercially domiciled domiciled) on forms prescribed or permitted by such authority the South Carolina Department of Insurance (collectively, the “Parent Kanawha SAP Statements”), except for such failures to file that would notthat, individually or in the aggregate, would not, and would not reasonably be expected to to, have a Material Adverse Effect on ParentEffect. Parent The Company has delivered or made available to CompanyParent, to the extent permitted by applicable lawsLaws, true and complete copies of all annual Parent Kanawha SAP Statements for each Parent Insurance Entity for the periods period beginning January 1, 2007 2005 and through the date hereof and the quarterly Parent Kanawha SAP Statements for each Parent Insurance Entity for the quarterly periods period ended September June 30, 2007, March 31, 2008 and, once duly and timely filed, June 30, 2008, each in the form (including exhibits, annexes and any amendments thereto) filed with the applicable insurance regulatory authority South Carolina Department of Insurance and true and complete copies of all financial examination reports of insurance departments and any insurance regulatory authorities received by Parent Kanawha on or after January 1, 2007 2006 and through the date hereof relating to Parent Insurance EntitiesKanawha. Financial statements included in Parent the Kanawha SAP Statements were prepared in conformity with SAP prescribed or permitted by the applicable insurance regulatory authority, in each case, consistently applied for throughout the periods covered thereby indicated above, except as may be reflected therein or in the notes thereto, and present fairly in all material respects the statutory financial position of the relevant Parent Insurance Entity Kanawha as at the respective dates thereof and the results of operations of such Parent Insurance Entity Kanawha for the respective periods then ended. The Parent Kanawha SAP Statements complied in all material respects with all applicable laws, rules and regulations Laws when filed, and no material deficiency has been asserted in writing by any Governmental Entity Authority with respect to any Parent Kanawha SAP StatementsStatements which has not been cured. The annual statutory balance sheets and income statements included in the annual Parent Kanawha SAP Statements have been audited by ParentKanawha’s independent auditors, and Parent Kanawha has delivered or made available to Company Parent true and complete copies of all audit opinions related thereto for periods beginning on or after January 1, 2005. (b) The policy reserves of Kanawha, recorded in the Kanawha SAP Statements, as of their respective dates since January 1, 2005: (A) have been computed in all material respects in accordance with generally accepted actuarial standards consistently applied as in effect on their respective dates; (B) have been based on actuarial assumptions that are consistent in all material respects with applicable contract provisions; (C) have met the requirements of applicable Law in all material respects; and (D) were computed on the basis of actuarial assumptions and actuarial methods consistent in all material respects with those used to compute the corresponding items in the Kanawha SAP Statements; provided, however, that it is acknowledged and agreed that the Company is not making any representation or warranty as to the adequacy or sufficiency of such reserves. (c) As of June 30, 2007, Kanawha’s BCAR (as such term is defined in the next sentence) was 130% or more. For the purposes of this Agreement, “Kanawha’s BCAR” shall mean Kanawha’s A.M. Best Capital Adequacy Ratio, calculated (i) as prescribed in A.M. Best’s publication “Understanding BCAR for Life and Health Insurers”, dated February 9, 2004, adjusted for subsequently published revisions, (ii) including in Kanawha’s capital (A) the Company’s equity and debt capital (including indebtedness for borrowed money under the Company’s $15,000,000 revolving credit facility with Wachovia Bank, N.A.) and (B) the trust preferred securities issued by KMG Capital Statutory Trust I, and (iii) excluding any expenses or severance costs arising from or relating to the transactions contemplated in this Agreement incurred by the Company or its Subsidiaries.