Common use of Reinsurance Agreements Clause in Contracts

Reinsurance Agreements. The Applicant will not, and will not permit or cause any of its Insurance Subsidiaries to, (i) except for the Reinsurance Agreements existing on the Restatement Effective Date with the reinsurers set forth on Schedule 4.19, be or become a party to any Reinsurance Agreement (whether in effect as of the Restatement Effective Date or at any time thereafter) with any reinsurer not rated “A-”or better by A.M. Best &Company or an insurer financial strength rating of “BBB+", or better, by Standard and Poor’s, unless (y) the aggregate amount of reinsurance recoverable due from such reinsurers with ratings below such level does not exceed $5,000,000, or (z) such reinsurer has either (A) provided a letter of credit issued by a United States bank having a long term senior debt rating of “A”or better by Standard &Poor’s and Xxxxx’x, in favor of the Applicant or the applicable Insurance Subsidiary in an amount equal to or greater than the obligations transferred pursuant to such Reinsurance Agreement, (B) placed the assets transferred by the Insurance Subsidiary pursuant to such Reinsurance Agreement in a trust with a fiduciary and under terms, including investment restrictions consistent with this Agreement, satisfactory to the Agent, or (C) otherwise provided collateral in favor of the Applicant or the applicable Insurance Subsidiary in form and amount satisfactory to the Required Banks, (ii) enter into any Reinsurance Agreements, or make any amendment or modification to or waiver of any Reinsurance Agreements, that would, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect, or (iii) be or become a party to any Surplus Relief Reinsurance Agreement if the increase in Consolidated Statutory Surplus as a result of or arising from such Surplus Relief Reinsurance Agreement, when added to the increase in Consolidated Statutory Surplus as a result of or arising from all other Surplus Relief Reinsurance Agreements theretofore entered into by any Insurance Subsidiary, net of any surplus relief recaptured in respect of such Surplus Relief Reinsurance Agreements, exceeds the lesser of (y) ten percent (10%) of Consolidated Statutory Surplus as of the most recent fiscal year end, or (z) $45,000,000.

Reinsurance Agreements. The Applicant will not(a) Section 2.21(a) of the Seller Disclosure Letter sets forth a true, complete and will not permit or cause any correct list of its Insurance Subsidiaries to, (i) except for all of the Reinsurance Agreements existing on and any related letters of credit, reinsurance trusts or other collateral arrangements. True, complete and correct copies of all of the Restatement Effective Date with Reinsurance Agreements and any related letters of credit, reinsurance trusts or other collateral arrangements have been made available to Buyer. No Reinsurance Agreement contains any provision providing that the reinsurers set forth on Schedule 4.19other party thereto may unilaterally terminate or otherwise modify such Reinsurance Agreement by reason of the transactions contemplated by this Agreement or any of the Ancillary Agreements, be and no Reinsurance Agreement contains any provision which by its own terms would result in a modification in the operation of such Reinsurance Agreement by reason of the transactions contemplated by this Agreement or become a any of the Ancillary Agreements. To the Knowledge of Seller, no party to any Reinsurance Agreement (whether is impaired such that a default thereunder would reasonably be expected. Each Insurance Subsidiary is entitled under applicable Law to take full credit in effect as the Statutory Statements of the Restatement Effective Date or at such Insurance Subsidiary for all amounts recoverable by it pursuant to any time thereafter) Reinsurance Agreement to which it is a party. All collateral provided by any reinsurer in connection with any reinsurer not rated “A-”or better by A.M. Best &Company or an insurer financial strength rating Reinsurance Agreement (i) is in a form permitting the applicable Insurance Subsidiary to take credit for reinsurance under the insurance laws and regulations of “BBB+"its state of domicile, or better, by Standard and Poor’s, unless (yii) the aggregate amount of reinsurance recoverable due from such reinsurers with ratings below such level does not exceed $5,000,000, or (z) such reinsurer has either (A) provided if other than a letter of credit issued by credit, is subject to a United States bank having a long term senior debt rating of “A”or better by Standard &Poor’s and Xxxxx’x, perfected security interest in favor of the Applicant or the applicable Insurance Subsidiary in an amount equal to or greater than the obligations transferred pursuant to such Reinsurance Agreement, (B) placed the assets transferred by the Insurance Subsidiary pursuant to such Reinsurance Agreement in a trust with a fiduciary and under terms, including investment restrictions consistent with this Agreement, satisfactory to the Agent, or (C) otherwise provided collateral in favor of the Applicant or the applicable Insurance Subsidiary in form and amount satisfactory to the Required Banks, (ii) enter into any Reinsurance Agreements, or make any amendment or modification to or waiver of any Reinsurance Agreements, that would, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect, or (iii) be or become a party is not subject to any Surplus Relief Reinsurance Agreement if the increase Contract allowing that such collateral be reduced or diminished in Consolidated Statutory Surplus as a result of or arising from such Surplus Relief Reinsurance Agreement, when added to the increase in Consolidated Statutory Surplus as a result of or arising from all other Surplus Relief Reinsurance Agreements theretofore entered into by any Insurance Subsidiary, net of any surplus relief recaptured in respect of such Surplus Relief Reinsurance Agreements, exceeds the lesser of (y) ten percent (10%) of Consolidated Statutory Surplus as of the most recent fiscal year end, or (z) $45,000,000manner.

Reinsurance Agreements. The Applicant will not(a) Section 3.20(a) of the Seller Disclosure Schedule sets forth a complete and correct list of all material reinsurance, coinsurance or retrocession treaties, agreements, slips, binders, cover notes and will not permit or cause similar arrangements (including the Standard Reinsurance Agreement in effect on the date of this Agreement relating to eligible multi-peril crop insurance business between Stonington and the FCIC) in force as of the date of this Agreement to which any of its the Insurance Subsidiaries tois a party as a cedent (each, a “Reinsurance Agreement”), the effective date of each such Reinsurance Agreement, the termination date of any Reinsurance Agreement which has a definite termination date, the name of the reinsurer and the name of the broker or other intermediary (i) except for if any). For the avoidance of doubt, a Reinsurance Agreement is “in force as of the date of this Agreement” if the term of the original risk period of such Reinsurance Agreement remains in effect on the date of this Agreement. Each of the Reinsurance Agreements existing on the Restatement Effective Date with the reinsurers set forth on Schedule 4.19, be or become a party to any Reinsurance Agreement (whether is in full force and effect as of the Restatement Effective Date or at any time thereafter) with any reinsurer not rated “A-”or better by A.M. Best &Company or an insurer financial strength rating of “BBB+", or better, by Standard and Poor’s, unless (y) the aggregate amount of reinsurance recoverable due from such reinsurers with ratings below such level does not exceed $5,000,000, or (z) such reinsurer has either (A) provided a letter of credit issued by a United States bank having a long term senior debt rating of “A”or better by Standard &Poor’s and Xxxxx’x, in favor of the Applicant or enforceable against the applicable Insurance Subsidiary in an amount equal accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or greater than other similar Laws affecting or relating to creditors’ rights generally, and the obligations transferred pursuant availability of injunctive relief and other equitable remedies. With respect to such each Reinsurance Agreement, (B) placed the assets transferred by none of the Insurance Subsidiary pursuant Subsidiaries or, to the Knowledge of Seller, any other Person, is in material breach or material default under such Reinsurance Agreement in a trust with a fiduciary and under termsand, including investment restrictions consistent with this Agreement, satisfactory to the AgentKnowledge of Seller, no event has occurred or (C) otherwise provided collateral in favor condition exists that, with the giving of notice or the lapse of time or both, would constitute a material breach or material default on the part of the Applicant Insurance Subsidiaries under any Reinsurance Agreement. To the Knowledge of Seller, since January 1, 2009, (i) none of the Insurance Subsidiaries nor any of its Affiliates has received any written notice from any applicable reinsurer that any amount of reinsurance ceded by any of the Insurance Subsidiaries will be uncollectible or the applicable Insurance Subsidiary in form otherwise defaulted upon and amount satisfactory to the Required Banks, (ii) enter into each of the Insurance Subsidiaries is entitled under its respective domiciliary insurance Law to take full credit in its Statutory Statements for all amounts recoverable by it pursuant to any Reinsurance Agreements, or make any amendment or modification to or waiver of any Reinsurance Agreements, that would, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect, or (iii) be or become a party to any Surplus Relief Reinsurance Agreement if the increase in Consolidated Statutory Surplus as a result of or arising from such Surplus Relief Reinsurance Agreement, when added to the increase in Consolidated Statutory Surplus as a result of or arising from all other Surplus Relief Reinsurance Agreements theretofore entered into by any Insurance Subsidiary, net of any surplus relief recaptured in respect of such Surplus Relief Reinsurance Agreements, exceeds the lesser of (y) ten percent (10%) of Consolidated Statutory Surplus as of the most recent fiscal year end, or (z) $45,000,000.

Reinsurance Agreements. The Applicant will notA true, complete and correct list of all Reinsurance Agreements that are in effect as of the date hereof is set forth in Section 3.18 of the Bermuda Holdco Disclosure Letter. Copies of all of such Reinsurance Agreements have previously been delivered to the Company. Except as set forth in Section 3.18 of the Bermuda Holdco Disclosure Letter, no Reinsurance Agreement contains any provision providing that the other party thereto may terminate or otherwise modify such Reinsurance Agreement by reason of the transactions contemplated by this Agreement; no Reinsurance Agreement contains any provision that by its own terms would result in a modification in the operation of such Reinsurance Agreement by reason of the transactions contemplated by this Agreement; to the Knowledge of Bermuda Holdco, Bermuda Holdco and its Subsidiaries have no reason to believe that all amounts due or coming due in the future under each Reinsurance Agreement are not or will not permit or cause any be collectible in full in the ordinary course; to the Knowledge of its Insurance Subsidiaries toBermuda Holdco, (i) except for the Reinsurance Agreements existing on the Restatement Effective Date with the reinsurers set forth on Schedule 4.19, be or become a no party to any Reinsurance Agreement (whether is impaired such that a default thereunder could reasonably be expected; the Bermuda Insurer is entitled under applicable Law to take full credit for all amounts recoverable by it pursuant to any Reinsurance Agreement under which the Bermuda Insurer is the cedent or retrocedent, and all such amounts have been properly recorded in effect the Books and Records; such Reinsurance Agreements transfer such risk as of the Restatement Effective Date or at would be required for them to be properly accounted for as reinsurance; and all collateral provided by any time thereafter) reinsurer in connection with any reinsurer not rated “A-”or better by A.M. Best &Company or an insurer financial strength rating such Reinsurance Agreement (i) is in a form permitting the Bermuda Insurer to take credit for reinsurance under the insurance Laws and regulations of “BBB+"its jurisdiction of domicile, or better, by Standard and Poor’s, unless (yii) the aggregate amount of reinsurance recoverable due from such reinsurers with ratings below such level does not exceed $5,000,000, or (z) such reinsurer has either (A) provided if other than a letter of credit issued by credit, is subject to a United States bank having a long term senior debt rating of “A”or better by Standard &Poor’s and Xxxxx’x, perfected security interest in favor of the Applicant or the applicable Insurance Subsidiary in an amount equal to or greater than the obligations transferred pursuant to such Reinsurance AgreementBermuda Insurer, (B) placed the assets transferred by the Insurance Subsidiary pursuant to such Reinsurance Agreement in a trust with a fiduciary and under terms, including investment restrictions consistent with this Agreement, satisfactory to the Agent, or (C) otherwise provided collateral in favor of the Applicant or the applicable Insurance Subsidiary in form and amount satisfactory to the Required Banks, (ii) enter into any Reinsurance Agreements, or make any amendment or modification to or waiver of any Reinsurance Agreements, that would, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect, or (iii) be or become a party is not subject to any Surplus Relief Reinsurance Agreement if Contract allowing that such collateral be reduced or diminished in any manner and (iv) is sufficient to discharge the increase in Consolidated Statutory Surplus as a result of or arising from such Surplus Relief Reinsurance Agreement, when added to the increase in Consolidated Statutory Surplus as a result of or arising from all other Surplus Relief Reinsurance Agreements theretofore entered into by any Insurance Subsidiary, net of any surplus relief recaptured in respect obligations of such Surplus Relief reinsurer under the related Reinsurance Agreements, exceeds the lesser of (y) ten percent (10%) of Consolidated Statutory Surplus as of the most recent fiscal year end, or (z) $45,000,000.