Common use of Reinsurance Clause in Contracts

Reinsurance. (a) Section 4.14(a) of the Company Disclosure Schedule sets forth a true and correct list of all reinsurance agreements to which the Company or any of its Subsidiaries is a party and has any existing material rights or material obligations as of the date hereof (the “Reinsurance Contracts”), each of which is in full force and effect in accordance with its terms. The Company has made available to Parent and Merger Sub a true and correct copy of each such Reinsurance Contract in effect as of the date hereof. Each Reinsurance Contract is a legal, valid and binding obligation of the Company or its Subsidiaries, as applicable, and to the Knowledge of the Company, each other party thereto, and is enforceable against the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, each other party thereto, in accordance with its terms (except in each case as may be limited by the Bankruptcy and Equity Exception). (b) Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, (i) each Company Insurance Subsidiary has appropriately taken credit in its Company Statutory Statements pursuant to Insurance Laws for all ceded reinsurance, coinsurance or excess insurance ceded pursuant to any Reinsurance Contracts to which it is a party, and all such amounts recoverable have been properly recorded in its books and records of account (if so accounted therefor) and are properly reflected in its Company Statutory Statements, and no Governmental Authority has objected in writing to such characterization and accounting, (ii) none of the Insurance Company nor, to the Knowledge of the Company, any counterparty to any Reinsurance Contract is in default or breach under the terms of such Reinsurance Contract or has failed to perform any material obligation under any such Reinsurance Contract, and, to the Knowledge of the Company, there does not exist any event, condition or omission that would constitute such a breach or default (whether by lapse of time or notice or both), (iii) as of the date of this Agreement, to the Knowledge of the Company, no counterparty to any Reinsurance Contract is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, (iv) no written notice of any intention to cancel, terminate or change the scope of rights or obligations under, or not to renew, any Reinsurance Contract has been received by the Insurance Company from any such reinsurer, and there are no pending or threatened disputes with respect to any Reinsurance Contract, (v) since December 31, 2021, neither the Company nor any of its Subsidiaries has received any written notice from any applicable reinsurer that any amount of reinsurance ceded by the Insurance Company, as applicable, to such counterparty will be uncollectible or otherwise defaulted on, (vi) to the Knowledge of the Company, the financial condition of each party to a Reinsurance Contract is not impaired to the extent that a default thereunder is reasonably anticipated and (vii) there are no, and since December 31, 2021 there have been no, disputes under any Reinsurance Contracts other than disputes in the ordinary course for which adequate loss reserves have been established. None of the Reinsurance Contracts is finite reinsurance, financial reinsurance or such other form of reinsurance that does not meet the risk transfer requirements under applicable Laws or that does not qualify for risk transfer and reinsurance treatment under GAAP and SAP.

Reinsurance. (a) Section 4.14(a3.15(a) of the Company Seller Disclosure Schedule Letter sets forth a true true, correct and correct complete list of all reinsurance agreements to which the Company or any of its Subsidiaries is a party and has any existing material rights or material obligations as of the date hereof (the “Reinsurance Contracts”), each of which is in full force and effect in accordance with its terms. The Company has made available to Parent and Merger Sub a true and correct copy of each such Reinsurance Contract Contracts in effect as of the date hereof. The Seller has delivered or made available to the Acquiror, prior to the date hereof, true, correct and complete copies of each Reinsurance Contract. Each Reinsurance Contract is in full force and effect and is a legal, valid and binding obligation of the Insurance Company or its Subsidiaries, as applicable, and to the Knowledge of the Company, each other that is a party thereto, and is enforceable against the Company or its Subsidiaries, as applicable, thereto and, to the Knowledge of the CompanySeller, each other party theretoto such Reinsurance Contract. Each Reinsurance Contract is enforceable against the Insurance Company that is a party thereto and, to the Knowledge of the Seller, each such other party, in accordance with its terms (except subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as may be limited by to enforceability, to the Bankruptcy and Equity Exceptioneffect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except as would not, individually or in the aggregate, reasonably be likely to have a ). No Insurance Company Material Adverse Effect, (i) each Company Insurance Subsidiary has appropriately taken credit in its Company Statutory Statements pursuant to Insurance Laws for all ceded reinsurance, coinsurance or excess insurance ceded pursuant to any Reinsurance Contracts to which it that is a party, and all such amounts recoverable have been properly recorded in its books and records of account (if so accounted therefor) and are properly reflected in its Company Statutory Statements, and no Governmental Authority has objected in writing party to such characterization and accounting, (ii) none of the Insurance Company nora Reinsurance Contract or, to the Knowledge of the CompanySeller, any counterparty other party to any such Reinsurance Contract is in material default or material breach under the terms of such Reinsurance Contract or has failed to perform any material obligation under any such Reinsurance Contract, and, to the Knowledge of the Company, and there does not exist any event, condition or omission that would constitute such a material default or material breach (with or default (whether by without the giving of notice or lapse of time or notice time, or both)) or that would permit the termination, (iii) as cancellation or acceleration of performance of any material obligation of the date of this AgreementInsurance Company or, to the Knowledge of the CompanySeller, no counterparty any other party to any such Reinsurance Contract is insolvent Contract. None of the Company or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, (iv) no written notice of any intention to cancel, terminate or change the scope of rights or obligations under, or not to renew, any Reinsurance Contract has been received by the Insurance Company from any such reinsurer, and there are no pending or threatened disputes with respect to any Reinsurance Contract, (v) since December 31, 2021, neither the Company nor any of its Transferred Subsidiaries has received any written notice of any material default under any Reinsurance Contract. Except as set forth on Section 3.15(a) of the Seller Disclosure Letter, no Reinsurance Contract contains any provision providing that any such other party thereto may terminate, cancel, modify or commute the same by reason of the transactions contemplated by the Transaction Agreements. (b) Since January 1, 2007, none of the Parent, the Seller, the Company, or any of the Transferred Subsidiaries has received any written notice from any other party to a Reinsurance Contract (i) that the financial condition of such other party to any Reinsurance Contract is impaired with the result that a default thereunder may reasonably be anticipated, or (ii) from any applicable reinsurer that any amount of reinsurance ceded by any of the Insurance Company, as applicable, to such counterparty Companies will be uncollectible or otherwise defaulted onupon. Except as set forth on Section 3.15(b) of the Seller Disclosure Letter or as reflected on Schedule S of the Statutory Statements for the quarterly period ended September 30, (vi) 2009, as of September 30, 2009, each of the Insurance Companies was able to obtain full reserve credit for financial statement purposes under applicable SAP with respect to the Knowledge of the Company, the financial condition of liabilities ceded under each party to a Reinsurance Contract is not impaired to the extent that a default thereunder is reasonably anticipated and (vii) there are no, and since December 31, 2021 there have been no, disputes under any Reinsurance Contracts other than disputes in the ordinary course for which adequate loss reserves have been established. None of the Reinsurance Contracts to the extent SAP is finite reinsuranceapplicable thereto. Since September 30, 2009, there has not been any material change in the ability of the Insurance Companies to obtain, if so desired, full reserve credit for financial reinsurance statement purposes under applicable SAP for such liabilities. (c) With respect to all Reinsurance Contracts for which any Insurance Company is taking credit on its most recent Statutory Statements or has taken credit on any Statutory Statement from and after January 1, 2007 to the extent required by applicable Law and SAP, (i) there has been no separate Contract between any of the Insurance Companies and the assuming reinsurer that would under any circumstances limit, reduce, mitigate or otherwise affect in any material respect any actual or potential loss to the parties under any such Reinsurance Contract, other than insuring contracts that are explicitly defined in any such Reinsurance Contract, (ii) for each such Reinsurance Contract entered into, renewed or amended on or after January 1, 2007, for which risk transfer is not reasonably considered to be self-evident, documentation concerning the economic intent of the transaction and the risk transfer analysis evidencing the proper accounting treatment is available for review by the Domiciliary Regulator for each of the Insurance Companies, including the proper accounting treatment required by SSAP No. 61 or similar risk transfer requirements applicable to the Company or any of the Transferred Subsidiaries, (iii) each of the Insurance Companies complies and has complied from and after January 1, 2007 with all of the requirements set forth in SSAP No. 61 or such other form of reinsurance that does not meet the risk transfer requirements under applicable Laws and (iv) each of the Insurance Companies has and has had from and after January 1, 2007 appropriate controls in place to monitor the use of reinsurance and adhere to the provisions of SSAP No. 61 or that does not qualify for such other risk transfer and reinsurance treatment under GAAP and SAPrequirements.

Reinsurance. (a) Section 4.14(a3.15(a)(i) of the Company Seller Disclosure Schedule Letter sets forth a true true, correct and correct complete list of all reinsurance agreements to which the Company or any of its Subsidiaries is a party and has any existing material rights or material obligations as of the date hereof (the “Reinsurance Contracts”), each of which is in full force and effect in accordance with its terms. The Company has made available to Parent and Merger Sub a true and correct copy of each such Reinsurance Contract Contracts in effect as of the date hereof. The Parent has delivered or made available to the Acquiror, prior to the date hereof, true, correct and complete copies of each Reinsurance Contract. Each Reinsurance Contract is in full force and effect and is a legal, valid and binding obligation of the Insurance Company or its Subsidiaries, as applicable, and to the Knowledge of the Company, each other that is a party thereto, and is enforceable against the Company or its Subsidiaries, as applicable, thereto and, to the Knowledge of the CompanyParent, each other party theretoto such Reinsurance Contract. Each Reinsurance Contract is enforceable against the Insurance Company that is a party thereto and, to the Knowledge of the Parent, each such other party, in accordance with its terms (except subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as may be limited by to enforceability, to the Bankruptcy and Equity Exceptioneffect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except as would not, individually or in the aggregate, reasonably be likely to have a ). No Insurance Company Material Adverse Effect, (i) each Company Insurance Subsidiary has appropriately taken credit in its Company Statutory Statements pursuant to Insurance Laws for all ceded reinsurance, coinsurance or excess insurance ceded pursuant to any Reinsurance Contracts to which it that is a party, and all such amounts recoverable have been properly recorded in its books and records of account (if so accounted therefor) and are properly reflected in its Company Statutory Statements, and no Governmental Authority has objected in writing party to such characterization and accounting, (ii) none of the Insurance Company nora Reinsurance Contract or, to the Knowledge of the CompanyParent, any counterparty other party to any such Reinsurance Contract is in material default or material breach under the terms of such Reinsurance Contract or has failed to perform any material obligation under any such Reinsurance Contract, and, to the Knowledge of the Company, and there does not exist any event, condition or omission that would constitute such a material default or material breach (with or default (whether by without the giving of notice or lapse of time or notice time, or both)) or that would permit the termination, (iii) as cancellation or acceleration of performance of any material obligation of the date of this AgreementInsurance Company or, to the Knowledge of the CompanyParent, no counterparty any other party to such Reinsurance Contract. None of the Insurance Companies has received any Reinsurance Contract is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, (iv) no written notice of any intention to cancel, terminate or change the scope of rights or obligations under, or not to renew, any Reinsurance Contract has been received by the Insurance Company from any such reinsurer, and there are no pending or threatened disputes with respect to material default under any Reinsurance Contract. Except as set forth on Section 3.15(a)(ii) of the Seller Disclosure Letter, no Reinsurance Contract contains any provision providing that any such other party thereto may terminate, cancel, modify or commute the same by reason of the transactions contemplated by the Transaction Agreements. (vb) since December Since March 31, 20212007, neither none of the Company nor Parent, any of its the Sellers, any of the Companies, or any of the Transferred Subsidiaries has received any written notice from any applicable reinsurer other party to a Reinsurance Contract (i) that the financial condition of such other party to any Reinsurance Contract is impaired with the result that a default thereunder may reasonably be anticipated, or (ii) that any amount of reinsurance ceded by any of the Insurance Company, as applicable, Companies to such counterparty other party will be uncollectible or otherwise defaulted on, (vi) to the Knowledge of the Company, the financial condition of each party to a Reinsurance Contract is not impaired to the extent that a default thereunder is reasonably anticipated and (vii) there are no, and since December 31, 2021 there have been no, disputes under any Reinsurance Contracts other than disputes in the ordinary course for which adequate loss reserves have been established. None of the Reinsurance Contracts is finite reinsurance, financial reinsurance or such other form of reinsurance that does not meet the risk transfer requirements under applicable Laws or that does not qualify for risk transfer and reinsurance treatment under GAAP and SAPupon.

Reinsurance. SALIC has provided or otherwise made available to Purchaser true, complete and correct copies of (a) Section 4.14(aeach material reinsurance or retrocessional treaty, coinsurance, yearly or monthly renewable term, modified coinsurance, excess insurance, ceding of insurance, assumption of reinsurance or similar arrangements, placements or Contracts (together with all amendments, extensions, renewals, guaranties, modifications, waivers, supplements and other agreements, if any, related thereto) of the Company Disclosure Schedule sets forth a true and correct list of all reinsurance agreements to which the any Scottish Insurance Company are parties, whether as ceding company, retrocedent, reinsurer or any of its Subsidiaries is a party and has any existing material rights or material obligations as of the date hereof retrocessionaire (the “Reinsurance Contracts”)) and (b) each material Contract, each of other than a Reinsurance Contract, comprising an excess reserve financing arrangement to which is in full force and effect in accordance with its terms. The Company has made available to Parent and Merger Sub a true and correct copy of each such Reinsurance Contract in effect as any of the date hereofScottish Insurance Companies are parties (the “Reserve Financing Contracts”). Each of the Reinsurance Contract is Contracts and the Reserve Financing Contracts constitutes a legal, valid and binding obligation of the Company or its SubsidiariesScottish Insurance Companies and, as applicable, and to the Knowledge of the CompanySALIC, each other party thereto, and is enforceable against the Company or its Subsidiaries, as applicable, Scottish Insurance Companies and, to the Knowledge of the CompanySALIC, each other party thereto, thereto in accordance with its terms (except in each case as may be limited by subject to the Bankruptcy and Equity ExceptionExceptions). (b) Except , and is in full force and effect, except for such failures to be valid and binding as would are not, individually or in the aggregate, reasonably be likely to have result in a Company SALIC Material Adverse Effect, (i) each Company Insurance Subsidiary has appropriately taken credit in its Company Statutory Statements pursuant to Insurance Laws for all ceded reinsurance, coinsurance or excess insurance ceded pursuant to any Reinsurance Contracts to which it is a party, and all such amounts recoverable have been properly recorded in its books and records of account (if so accounted therefor) and are properly reflected in its Company Statutory Statements, and no Governmental Authority has objected in writing to such characterization and accounting, (ii) none . None of the applicable Scottish Insurance Company norCompanies or, to the Knowledge of the CompanySALIC, any counterparty to any Reinsurance Contract or Reserve Financing Contract is (with or without notice or lapse of time or both) in default or breach under the terms of such Reinsurance Contract or has failed to perform Reserve Financing Contract in any material obligation under any such Reinsurance Contractrespect. Except as set forth on Section 3.21(a) of the SALIC Disclosure Schedule, andthere are no pending or, to the Knowledge of the CompanySALIC, there does not exist any event, condition or omission that would constitute such a breach or default (whether by lapse of time or notice or both), (iii) as of the date of this Agreement, to the Knowledge of the Company, no counterparty to any Reinsurance Contract is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, (iv) no written notice of any intention to cancel, terminate or change the scope of rights or obligations under, or not to renew, any Reinsurance Contract has been received by the Insurance Company from any such reinsurer, and there are no pending or threatened disputes Actions with respect to any Reinsurance Contract or Reserve Financing Contract. Except as set forth on Section 3.21(b) of the SALIC Disclosure Schedule, as of the date hereof, no party to any Reinsurance Contract or Reserve Financing Contract has given notice of termination (provisional or otherwise) in respect of any such Contract. Except as set forth on Section 3.21(c) of the SALIC Disclosure Schedule, since January 1, 2014, there has not been any dispute with respect to any material amounts recoverable or payable by any of the Scottish Insurance Companies pursuant to any Reinsurance Contract or Reserve Financing Contract and no reinsurer or ceding party has sought to deny or limit coverage or revoke, terminate, rescind or change, in accordance with the terms of any Reinsurance Contract, (vreinsurance premiums or expense allowances. Except as set forth on Section 3.21(d) since December 31of the SALIC Disclosure Schedule, 2021, neither no Reinsurance Contract or Reserve Financing Contract contains any provision providing that the Company nor any of its Subsidiaries has received any written notice from any applicable reinsurer that any amount of reinsurance ceded by the Insurance Company, as applicable, to such counterparty will be uncollectible other party thereto may terminate or otherwise defaulted on, (vi) to the Knowledge modify such Reinsurance Contract or Reserve Financing Contract by reason of the Company, the financial condition of each party to a Transactions. No Reinsurance Contract is not impaired to the extent that or Reserve Financing Contract contains any provision which by its own terms would result in a default thereunder is reasonably anticipated and (vii) there are no, and since December 31, 2021 there have been no, disputes under any Reinsurance Contracts other than disputes modification in the ordinary course for which adequate loss reserves have been established. None operation of such Reinsurance Contract or Reserve Financing Contract by reason of the Reinsurance Contracts is finite reinsurance, financial reinsurance or such other form of reinsurance that does not meet the risk transfer requirements under applicable Laws or that does not qualify for risk transfer and reinsurance treatment under GAAP and SAPTransactions.

Reinsurance. (a1) Section 4.14(a) of the Company Disclosure Schedule sets forth a true and correct list of all reinsurance agreements to which the Company or any of its Subsidiaries is a party and has any existing material rights or material obligations as As of the date hereof of this Agreement, each reinsurance or retrocession treaty or agreement, slip, binder, cover note or other similar arrangement pursuant to which any Parent Insurance Subsidiary is the cedent or reinsurer (the “Parent Reinsurance Contracts”), each of which is in full force and effect in accordance with its terms. The Company has made available to Parent and Merger Sub a true and correct copy of each such Reinsurance Contract in effect as of the date hereof. Each Reinsurance Contract ) is a legal, valid and binding obligation of the Company or its Subsidiariesapplicable Parent Insurance Subsidiary and, as applicable, and to the Knowledge of the CompanyParent, each other party thereto, and is enforceable against the Company or its Subsidiaries, as applicableapplicable Parent Insurance Subsidiary, and, to the Knowledge of the CompanyParent, each other party thereto, in accordance with its terms (except in each case as may be limited by the Bankruptcy and Equity Exception). (b) Except , except as would not, individually or in the aggregate, reasonably be likely to have a Company Parent Material Adverse Effect, (i) each Company . Neither the applicable Parent Insurance Subsidiary has appropriately taken credit in its Company Statutory Statements pursuant to Insurance Laws for all ceded reinsurance, coinsurance or excess insurance ceded pursuant to any Reinsurance Contracts to which it is a party, and all such amounts recoverable have been properly recorded in its books and records of account (if so accounted therefor) and are properly reflected in its Company Statutory Statements, and no Governmental Authority has objected in writing to such characterization and accounting, (ii) none of the Insurance Company nor, to the Knowledge of the CompanyParent, any counterparty of the other parties to any Parent Reinsurance Contract is in material default or material breach under the terms of such Reinsurance Contract or has failed to perform any material obligation under any such Parent Reinsurance Contract, and, to the Knowledge of the CompanyParent, there does not exist any event, condition or omission that would constitute such a material breach or material default (whether by lapse of time or notice or both), (iii) except as would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. None of the date Parent Insurance Subsidiaries has received written notice of this Agreementthe existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a default on the part of such Parent Insurance Subsidiary under any Parent Reinsurance Contract, except where such default would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. There are no pending or, to the Knowledge of the CompanyParent, no counterparty threatened Actions with respect to any material Parent Reinsurance Contract. (2) To the Knowledge of Parent, (i) no party to a Parent Reinsurance Contract is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, (iv) no written notice of any intention to cancel, terminate or change the scope of rights or obligations under, or not to renew, any Reinsurance Contract has been received by the Insurance Company from any such reinsurer, and there are no pending or threatened disputes with respect to any Reinsurance Contract, (v) since December 31, 2021, neither the Company nor any of its Subsidiaries has received any written notice from any applicable reinsurer that any amount of reinsurance ceded by the Insurance Company, as applicable, to such counterparty will be uncollectible or otherwise defaulted on, (vi) to the Knowledge of the Company, the financial condition of each party to a Reinsurance Contract is not impaired to the extent that a default thereunder is reasonably anticipated and (viiii) there are no, and since December 31January 1, 2021 2019 there have been no, disputes under any Parent Reinsurance Contracts Contract other than disputes in the ordinary course of business for which adequate loss reserves have been established. None established and (iii) the applicable Parent Insurance Subsidiary is entitled to take credit for reinsurance in the Parent Statutory Statements for all such Parent Reinsurance Contracts with respect to which credit for reinsurance is available and all such amounts recoverable, receivable or payable have been properly recorded in the books and records of account (if so accounted therefor) of the applicable Parent Insurance Subsidiary and are properly reflected in the Parent Statutory Statements and in Parent’s financial statements prepared in accordance with GAAP except, in each of clauses (i) through (iii), as would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. (3) With respect to any Parent Reinsurance Contracts Contract for which any Parent Insurance Subsidiary is finite reinsurancetaking credit on its most recent Parent Statutory Statements, financial reinsurance from and after January 1, 2019: (i) there has been no separate written or oral agreement between Parent or any of its Subsidiaries and the assuming reinsurer that would adversely reduce, limit, mitigate or otherwise affect any actual or potential loss to the applicable Parent Insurance Subsidiary that is a party thereto under any such Parent Reinsurance Contract, other form than inuring contracts that are explicitly defined in any such Parent Reinsurance Contract; and (ii) the Parent Insurance Subsidiary party thereto complies, and has complied with any applicable requirements set forth in Applicable SAP, except, in each of reinsurance that does not meet clauses (i) through (ii), as would not, individually or in the risk transfer requirements under applicable Laws or that does not qualify for risk transfer and reinsurance treatment under GAAP and SAPaggregate, reasonably be likely to have a Parent Material Adverse Effect.

Reinsurance. (a1) Section 4.14(a) of the Company Disclosure Schedule sets forth a true and correct list of all reinsurance agreements to which the Company or any of its Subsidiaries is a party and has any existing material rights or material obligations as As of the date hereof of this Agreement, each reinsurance or retrocession treaty or agreement, slip, binder, cover note or other similar arrangement pursuant to which any Company Insurance Subsidiary is the cedent or reinsurer (the “Company Reinsurance Contracts”), each of which is in full force and effect in accordance with its terms. The Company has made available to Parent and Merger Sub a true and correct copy of each such Reinsurance Contract in effect as of the date hereof. Each Reinsurance Contract ) is a legal, valid and binding obligation of the applicable Company or its SubsidiariesInsurance Subsidiary and, as applicable, and to the Knowledge of the Company, each other party thereto, and is enforceable against the applicable Company or its Subsidiaries, as applicableInsurance Subsidiary, and, to the Knowledge of the Company, each other party thereto, in accordance with its terms (except in each case as may be limited by the Bankruptcy and Equity Exception). (b) Except , except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, (i) each . Neither the applicable Company Insurance Subsidiary has appropriately taken credit in its Company Statutory Statements pursuant to Insurance Laws for all ceded reinsurance, coinsurance or excess insurance ceded pursuant to any Reinsurance Contracts to which it is a party, and all such amounts recoverable have been properly recorded in its books and records of account (if so accounted therefor) and are properly reflected in its Company Statutory Statements, and no Governmental Authority has objected in writing to such characterization and accounting, (ii) none of the Insurance Company nor, to the Knowledge of the Company, any counterparty of the other parties to any Company Reinsurance Contract is in material default or material breach under the terms of such Reinsurance Contract or has failed to perform any material obligation under any such Company Reinsurance Contract, and, to the Knowledge of the Company, there does not exist any event, condition or omission that would constitute such a material breach or material default (whether by lapse of time or notice or both), (iii) except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. None of the date Company Insurance Subsidiaries has received written notice of this Agreementthe existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a default on the part of such Company Insurance Subsidiary under any Company Reinsurance Contract, except where such default would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. There are no pending or, to the Knowledge of the Company, no counterparty threatened Actions with respect to any material Company Reinsurance Contract. (2) To the Knowledge of the Company, (i) no party to a Company Reinsurance Contract is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, (iv) no written notice of any intention to cancel, terminate or change the scope of rights or obligations under, or not to renew, any Reinsurance Contract has been received by the Insurance Company from any such reinsurer, and there are no pending or threatened disputes with respect to any Reinsurance Contract, (v) since December 31, 2021, neither the Company nor any of its Subsidiaries has received any written notice from any applicable reinsurer that any amount of reinsurance ceded by the Insurance Company, as applicable, to such counterparty will be uncollectible or otherwise defaulted on, (vi) to the Knowledge of the Company, the financial condition of each party to a Reinsurance Contract is not impaired to the extent that a default thereunder is reasonably anticipated and (viiii) there are no, and since December 31January 1, 2021 2019 there have been no, disputes under any Company Reinsurance Contracts Contract other than disputes in the ordinary course of business for which adequate loss reserves have been established. None established and (iii) the applicable Company Insurance Subsidiary is entitled to take credit for reinsurance in the Company Statutory Statements for all such Company Reinsurance Contracts with respect to which credit for reinsurance is available and all such amounts recoverable, receivable or payable have been properly recorded in the books and records of account (if so accounted therefor) of the applicable Company Insurance Subsidiary and are properly reflected in the Company Statutory Statements and in the Company’s financial statements prepared in accordance with GAAP except, in each of clauses (i) through (iii), as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. (3) With respect to any Company Reinsurance Contracts Contract for which any Company Insurance Subsidiary is finite reinsurancetaking credit on its most recent Company Statutory Statements, financial reinsurance from and after January 1, 2019: (i) there has been no separate written or oral agreement between the Company or any of its Subsidiaries and the assuming reinsurer that would adversely reduce, limit, mitigate or otherwise affect any actual or potential loss to the applicable Company Insurance Subsidiary that is a party thereto under any such Company Reinsurance Contract, other form than inuring contracts that are explicitly defined in any such Company Reinsurance Contract; and (ii) the Company Insurance Subsidiary party thereto complies and has complied with any applicable requirements set forth in Applicable SAP, except, in each of reinsurance that does not meet clauses (i) through (ii), as would not, individually or in the risk transfer requirements under applicable Laws or that does not qualify for risk transfer and reinsurance treatment under GAAP and SAPaggregate, reasonably be likely to have a Company Material Adverse Effect.

Reinsurance. Copies of each reinsurance agreement under which the Company acts as ceding insurer and under which there was more than one million dollars (a) Section 4.14(a) of the Company Disclosure Schedule sets forth a true and correct list of all reinsurance agreements to which the Company or any of its Subsidiaries is a party and has any existing material rights or material obligations as of the date hereof (the “Each Material Reinsurance Contracts”), each of which Contract is in full force and effect effect, (b) with respect to each Material Reinsurance Contract under which the Company acts as a ceding insurer and for which the Company has taken reserve credit on its statutory annual statements as of December 31, 2020, the Company has appropriately taken such reserve credit in accordance with its terms. The Company has made available to Parent SAP and Merger Sub a true applicable Law and correct copy of each such Reinsurance Contract in effect as of the date hereof. Each Reinsurance Contract is a legal, valid and binding obligation of (c) the Company or its Subsidiaries, as applicable, and to the Knowledge of the Company, each other party thereto, and is enforceable against the Company or its Subsidiaries, as applicable, and, to the Knowledge of Parent and Seller, any counterparty to any Material Reinsurance Contract is not (with or without notice or lapse of time or both) in breach under the terms of such Material Reinsurance Contract. As of the date hereof, no amounts due to the Company under the terms of any Material Reinsurance Contract are more than ninety (90) days past due. None of the execution and delivery of this Agreement or any Ancillary Agreement by Parent, Seller or the Company, each other party theretothe consummation by Parent, in accordance Seller or the Company of the Transactions, or compliance with its any of the terms (or provisions hereof or thereof by Parent, Seller or the Company, with or without notice, lapse of time or both, violate, breach or constitute a default under any of the terms, conditions or provisions of any Material Reinsurance Contract or accelerate or give rise to a right of termination, cancellation or acceleration of any of the Company’s obligations under any such Material Reinsurance Contract or to the loss of any benefit under a Material Reinsurance Contract, except in each case as may be limited by the Bankruptcy for such violations, defaults, accelerations, rights and Equity Exception). (b) Except losses as would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect, (i) each Company Insurance Subsidiary has appropriately taken credit in its Company Statutory Statements pursuant . The Reinsurance Agreement will serve to Insurance Laws for cede all ceded reinsurance, coinsurance or excess insurance ceded pursuant to any Reinsurance Contracts to which it is a party, and all such amounts recoverable have been properly recorded in its books and records of account (if so accounted therefor) and are properly reflected in its Company Statutory Statements, and no Governmental Authority has objected in writing to such characterization and accounting, (ii) none of the Insurance Company nor, to the Knowledge of the Company, any counterparty to any Reinsurance Contract is in default or breach under the terms of such Reinsurance Contract or has failed to perform any material obligation under any such Reinsurance Contract, and, to the Knowledge of the Company, there does not exist any event, condition or omission that would constitute such a breach or default (whether by lapse of time or notice or both), (iii) as of the date of this Agreement, to the Knowledge of the Company, no counterparty to any Reinsurance Contract is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, (iv) no written notice of any intention to cancel, terminate or change the scope of rights or ’s obligations under, or not to renew, any Reinsurance Contract has been received by the Insurance Company from any such reinsurer, and there are no pending or threatened disputes liabilities with respect to any Reinsurance Contract, (v) since December 31, 2021, neither the Company nor any of its Subsidiaries has received any written notice from any applicable reinsurer that any amount of reinsurance ceded by Excluded Business and the Insurance Company, as applicable, to such counterparty will be uncollectible or otherwise defaulted on, (vi) Excluded Policies to the Knowledge of the Company, the financial condition of each party to a Reinsurance Contract is not impaired to the extent that a default thereunder is reasonably anticipated and (vii) there are no, and since December 31, 2021 there have been no, disputes under any Reinsurance Contracts other than disputes in the ordinary course for which adequate loss reserves have been established. None of the Reinsurance Contracts is finite reinsurance, financial reinsurance or such other form of reinsurance that does not meet the risk transfer requirements under applicable Laws or that does not qualify for risk transfer and reinsurance treatment under GAAP and SAPReinsurer.

Reinsurance. (a) Section 4.14(a3.26(a) of the Company Seller Disclosure Schedule sets forth a true complete and correct list of all reinsurance agreements to which the Company or any of its Subsidiaries is a party, whether as ceding or assuming party and has any existing material rights or material obligations (each, a “Reinsurance Agreement”) as of the date hereof (the “Reinsurance Contracts”), each of which is in full force and effect in accordance with its termshereof. The Company Seller has made available to Parent and Merger Sub Purchaser a true true, complete and correct copy of each such Reinsurance Contract Agreement in effect as of the date hereof. Each Reinsurance Contract Agreement is a legal, valid and binding obligation of the the‌ Company or its Subsidiariesand, as applicable, and to the Knowledge of the CompanySeller, each other party thereto, and is enforceable against the Company or its Subsidiaries, as applicable, and, to the Knowledge of the CompanySeller, each other party thereto, in accordance with its terms (except in each case as may be limited by the Bankruptcy and Equity ExceptionEnforceability Exceptions). (b) Except as would not, individually or in . Neither the aggregate, reasonably be likely to have a Company Material Adverse Effect, (i) each Company Insurance Subsidiary has appropriately taken credit in its Company Statutory Statements pursuant to Insurance Laws for all ceded reinsurance, coinsurance or excess insurance ceded pursuant to any Reinsurance Contracts to which it is a party, and all such amounts recoverable have been properly recorded in its books and records of account (if so accounted therefor) and are properly reflected in its Company Statutory Statements, and no Governmental Authority has objected in writing to such characterization and accounting, (ii) none of the Insurance Company nor, to the Knowledge of the CompanySeller, any counterparty of the other parties to any Reinsurance Contract Agreement is in material default or material breach under the terms of such Reinsurance Contract or has failed to perform any material obligation under any such Reinsurance ContractAgreement, and, to the Knowledge of the CompanySeller, there does not exist any event, condition or omission that would constitute such a material breach or material default (whether by lapse of time or notice or both), (iii) as of nor has the date of this Agreement, to the Knowledge of the Company, no counterparty Company received or given any notice from any party to any Reinsurance Contract is insolvent Agreement of any dispute (including with respect to the determination of any non-guaranteed elements) or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy default with respect to such Reinsurance Agreement or similar proceeding, (iv) no written notice of any intention to canceltermination, terminate recapture, rescission or change the scope of rights or obligations under, or not to renew, acceleration. No reinsurer under any Reinsurance Contract Agreement has been received by the Insurance Company from sought to deny or limit coverage under any such reinsurer, and there are Reinsurance Agreement. There is no pending or threatened disputes Litigation with respect to any Reinsurance ContractAgreement. No party to any Reinsurance Agreement has given written notice that remains in effect of termination (provisional or otherwise) or recapture in respect of any Reinsurance Agreement. Since January 1, (v) since December 31, 20212017, neither the Company Seller nor any of its Subsidiaries has Affiliates have received any written notice from to the effect that (i) the financial condition of any applicable reinsurer other party to any Reinsurance Agreement is impaired with the result that a material default thereunder may reasonably be anticipated, whether or not such default may be cured by the operation of any offset clause in such agreement or (ii) any amount of reinsurance ceded by the Insurance Company, as applicable, to such counterparty Company will be uncollectible or otherwise defaulted on, upon. (vib) to the Knowledge Section 3.26(b) of the CompanySeller Disclosure Schedule sets forth a complete and correct list, as of the financial condition date hereof, of each party all Liens, collateral or security arrangements, including by means of a credit for reinsurance trust or letter of credit, to a Reinsurance Contract is not impaired to or for the extent that a default thereunder is reasonably anticipated and (vii) there are no, and since December 31, 2021 there have been no, disputes benefit of any cedent under any Reinsurance Contracts Agreement.‌ (c) No Reinsurance Agreement contains any provision providing that any party thereto (other than disputes in the ordinary course for which adequate loss reserves have been established. None Company) may terminate, cancel, recapture, amend or alter such agreement by reason of the Reinsurance Contracts is finite reinsurance, financial reinsurance or such other form of reinsurance that does not meet transactions contemplated by this Agreement and the risk transfer requirements under applicable Laws or that does not qualify for risk transfer and reinsurance treatment under GAAP and SAPAncillary Agreements.

Reinsurance. (a) Section 4.14(a5.16(a) of the Company Seller Disclosure Schedule sets forth a true and correct list of all reinsurance agreements to which the any Insurance Company or any of its Subsidiaries is a party and has any material existing material rights or material obligations (each, a “Reinsurance Agreement”) as of the date hereof (the “Reinsurance Contracts”), each of which is in full force and effect in accordance with its termshereof. The Company Seller has made available to Parent and Merger Sub Buyer a true and correct copy of each such Reinsurance Contract Agreement in effect as of the date hereof, other than any such agreement under which any Insurance Company has gross ceded reserves (calculated in accordance with SAP) of $10,000,000 or less as of the Balance Sheet Date. Each Reinsurance Contract Agreement is a legal, valid and binding obligation of the applicable Acquired Company or its Subsidiariesparty thereto and, as applicable, and to the Knowledge of the CompanySeller, each other party thereto, and is enforceable against the applicable Insurance Company or its Subsidiaries, as applicable, party thereto and, to the Knowledge of the CompanySeller, each other party thereto, in accordance with its terms (except in each case as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, fraudulent conveyance or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, and subject to the Bankruptcy and Equity Exceptionlimitations imposed by general equitable principles (whether or not such enforceability is considered in a proceeding at law or in equity)). (b) Except as would not, individually or set forth in the aggregate, reasonably be likely to have a Company Material Adverse Effect, (iSection 5.16(b) each Company Insurance Subsidiary has appropriately taken credit in its Company Statutory Statements pursuant to Insurance Laws for all ceded reinsurance, coinsurance or excess insurance ceded pursuant to any Reinsurance Contracts to which it is a party, and all such amounts recoverable have been properly recorded in its books and records of account (if so accounted therefor) and are properly reflected in its Company Statutory Statements, and no Governmental Authority has objected in writing to such characterization and accounting, (ii) none of the Seller Disclosure Schedule, since January 1, 2018, neither the applicable Insurance Company nor, to the Knowledge of the CompanySeller, any counterparty of the other parties to any Reinsurance Contract Agreement is in material default or material breach under the terms of such Reinsurance Contract or has failed to perform any material obligation under any such Reinsurance Contractreinsurance treaty or agreement, and, to the Knowledge of the CompanySeller, there does not exist any event, condition or omission that would constitute such a material breach or material default (whether by lapse of time or notice or both), (iiinor have the applicable Insurance Companies, received or given any notice from any party to any Reinsurance Agreement of any dispute or default with respect to such Reinsurance Agreement or notice of termination, recapture, rescission or acceleration. Except as set forth in Section 5.16(b) as of the date of this Seller Disclosure Schedule, no reinsurer under any Reinsurance Agreement has sought to deny or limit coverage under any Reinsurance Agreement. There are no pending or, to the Knowledge of the CompanySeller, no counterparty to any Reinsurance Contract is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, (iv) no written notice of any intention to cancel, terminate or change the scope of rights or obligations under, or not to renew, any Reinsurance Contract has been received by the Insurance Company from any such reinsurer, and there are no pending or threatened disputes Actions with respect to any Reinsurance ContractAgreement. No party to any Reinsurance Agreement has given written notice that remains in effect of termination (provisional or otherwise) or recapture in respect of any Reinsurance Agreement. There are no entities, other than the Acquired Companies, that have rights to access coverage under any Reinsurance Agreement. (c) Except as set forth in Section 5.16(c) of the Seller Disclosure Schedule, no Reinsurance Agreement contains any provision providing that the applicable Insurance Company must post collateral or that the other party thereto may terminate or modify such treaty or agreement by reason of (i) the transactions contemplated by the Agreement or any Transaction Agreement, (vii) since a ratings downgrade of the relevant Insurance Company below certain minimum ratings issued by a credit rating agency as set forth in the Reinsurance Agreement or (iii) a reduction of the Insurance Company’s capital and surplus below a certain level as set forth in the applicable Reinsurance Agreement. (d) As of December 31, 20212020, neither the each Insurance Company nor any of its Subsidiaries has received any written notice from any was entitled under applicable reinsurer that any amount of reinsurance ceded by the Insurance Company, Law and SAP to take full financial statement credit for all amounts for which such financial statement credit was taken as applicable, to such counterparty will be uncollectible or otherwise defaulted on, (vi) to the Knowledge of the Company, the financial condition of each party to a Reinsurance Contract is not impaired to the extent that a default thereunder is reasonably anticipated and (vii) there are no, and since at December 31, 2021 there have been no, disputes under 2020 of such Insurance Company for any amounts recoverable by such Insurance Company pursuant to any Reinsurance Contracts other than disputes in the ordinary course for Agreement to which adequate loss reserves have been established. None of the Reinsurance Contracts is finite reinsurance, financial reinsurance or such other form of reinsurance that does not meet the risk transfer requirements under applicable Laws or that does not qualify for risk transfer and reinsurance treatment under GAAP and SAPit was a party.

Reinsurance. (a) Section 4.14(a4.19(a) of the Company Disclosure Schedule sets forth a true and correct list of all reinsurance agreements to which the any Target Company or any of its Subsidiaries is a party and has any existing material rights or material obligations as of the date hereof (the each, a “Reinsurance ContractsAgreement”), each of which is in full force and effect in accordance with its terms. The Company has made available to Parent and Merger Sub a true and correct copy of each such Reinsurance Contract Agreement in effect as of the date hereof. Each Reinsurance Contract Agreement is a legal, valid and binding obligation of the applicable Target Company or its Subsidiariesparty thereto and, as applicable, and to the Knowledge of the Company, each other party thereto, and is enforceable against the applicable Target Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, each other party thereto, in accordance with its terms (except in each case as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, fraudulent conveyance or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, and subject to the Bankruptcy and Equity Exceptionlimitations imposed by general equitable principles (whether or not such enforceability is considered in a proceeding at law or in equity)). (b) Except as would not, individually or set forth in the aggregate, reasonably be likely to have a Company Material Adverse Effect, (iSection 4.19(b) each Company Insurance Subsidiary has appropriately taken credit in its Company Statutory Statements pursuant to Insurance Laws for all ceded reinsurance, coinsurance or excess insurance ceded pursuant to any Reinsurance Contracts to which it is a party, and all such amounts recoverable have been properly recorded in its books and records of account (if so accounted therefor) and are properly reflected in its Company Statutory Statements, and no Governmental Authority has objected in writing to such characterization and accounting, (ii) none of the Insurance Company Disclosure Schedule, since the Lookback Date, neither the applicable Target Company, nor, to the Knowledge of the Company, any counterparty of the other parties to any Reinsurance Contract Agreement is in material default or material breach under the terms of such Reinsurance Contract or has failed to perform any material obligation under any such Reinsurance Contractreinsurance treaty or agreement, and, to the Knowledge of the Company, there does not exist any event, condition or omission that would constitute such a material breach or material default (whether by lapse of time or notice or both), (iiinor have the applicable Target Companies, received or given any notice from any party to any Reinsurance Agreement of any dispute or default with respect to such Reinsurance Agreement or notice of termination, recapture, rescission or acceleration. Except as set forth in Section 4.19(b) as of the date of this Company Disclosure Schedule, no reinsurer under any Reinsurance Agreement has sought to deny or limit coverage under any Reinsurance Agreement. There are no pending or, to the Knowledge of the Company, no counterparty to any Reinsurance Contract is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, (iv) no written notice of any intention to cancel, terminate or change the scope of rights or obligations under, or not to renew, any Reinsurance Contract has been received by the Insurance Company from any such reinsurer, and there are no pending or threatened disputes Actions with respect to any Reinsurance ContractAgreement. No party to any Reinsurance Agreement has given written notice that remains in effect of termination (provisional or otherwise) or recapture in respect of any Reinsurance Agreement. There are no entities, other than the Target Companies, that have rights to access coverage under any Reinsurance Agreement. (c) No Reinsurance Agreement contains any provision providing that the applicable Insurance Company and the other party thereto may terminate or modify such treaty or agreement by reason of (i) the transactions contemplated by this Agreement, (vii) since December 31, 2021, neither except as set forth in Section 4.19(c) of the Company nor any Disclosure Schedule, a ratings downgrade of its Subsidiaries has received any written notice from any applicable reinsurer that any amount the relevant Insurance Company below certain minimum ratings issued by a credit rating agency as set forth in the Reinsurance Agreement or (iii) a reduction of reinsurance ceded by the Insurance Company, ’s capital and surplus below a certain level as applicable, to such counterparty will be uncollectible or otherwise defaulted on, (vi) to the Knowledge of the Company, the financial condition of each party to a Reinsurance Contract is not impaired to the extent that a default thereunder is reasonably anticipated and (vii) there are no, and since December 31, 2021 there have been no, disputes under any Reinsurance Contracts other than disputes set forth in the ordinary course for which adequate loss reserves have been established. None of the applicable Reinsurance Contracts is finite reinsurance, financial reinsurance or such other form of reinsurance that does not meet the risk transfer requirements under applicable Laws or that does not qualify for risk transfer and reinsurance treatment under GAAP and SAPAgreement.

Reinsurance. (a) Section 4.14(a3.17(a) of the Company Seller Disclosure Schedule Letter sets forth a true and correct list of all reinsurance agreements to under which the Company or any of its Subsidiaries is a party the Transferred Insurance Companies has ceded or retroceded risks to reinsurers or retrocessionaires and has any existing material rights or material obligations that are in force as of the date hereof Contract Date, other than agreements that relate solely to the Excluded SLNY Business (the “Ceded Reinsurance Contracts”“), each . True and complete copies of which is in full force and effect in accordance with its terms. The Company has the Ceded Reinsurance Contracts have been made available to Parent and Merger Sub a true and correct copy of each such Reinsurance Contract in effect as of the date hereofPurchaser. Each Ceded Reinsurance Contract is a legal, valid and binding obligation of the Transferred Insurance Company or its Subsidiariesthat is a party thereto, as applicableand, and to the Knowledge of the CompanySellers, is a legal, valid and binding obligation of each other party thereto, and is in full force and effect and enforceable by the Transferred Insurance Company that is a party thereto against the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, each other party thereto, thereto in accordance with its terms (except terms, subject to the Enforceability Exceptions. Each Transferred Insurance Company has performed in all material respects all obligations required to be performed by it to date under each case as may be limited by the Bankruptcy and Equity Exception). (b) Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, (i) each Company Insurance Subsidiary has appropriately taken credit in its Company Statutory Statements pursuant to Insurance Laws for all ceded reinsurance, coinsurance or excess insurance ceded pursuant to any Ceded Reinsurance Contracts Contract to which it is a party, and all there has been no violation or breach in any material respect of, or default under, or written notice of a claim, or to the Knowledge of Sellers, oral notification of a claim, of such amounts recoverable have been properly recorded in its books and records violation, breach or default, by it or, to the Knowledge of account (if so accounted therefor) and are properly reflected in its Company Statutory StatementsSellers, by any other party thereto, under any provision thereof, and no Governmental Authority event has objected occurred which, with or without notice, the passage of time or both, would constitute such a violation, breach or default by any of the Transferred Insurance Companies, or, to the Knowledge of Sellers, any other party thereto under any provision thereof or that would permit termination, rescission, recapture or modification of any Ceded Reinsurance Contract or any coverage provided thereunder by any Transferred Insurance Company or, to the Knowledge of Sellers, any other party thereto. Since January 1, 2010, none of the Transferred Insurance Companies has received any written or, to the Knowledge of Sellers, oral notice from any party to any Ceded Reinsurance Contract of any dispute or default with respect to such Ceded Reinsurance Contract. There are no pending or, to the Knowledge of Sellers, threatened Actions with respect to any Ceded Reinsurance Contracts. There are no entities, other than the Transferred Insurance Companies, that have rights to access coverage under any Ceded Reinsurance Contract. (i) No Transferred Insurance Company has given or received since January 1, 2010 any written or, to the Knowledge of Sellers, oral, notice of termination, recapture, rescission, acceleration or breach (provisional or otherwise) in respect of any Ceded Reinsurance Contract, and (ii) no reinsurer under any Ceded Reinsurance Contract has sought in writing or, to the Knowledge of Sellers, orally since January 1, 2010 to deny or limit coverage or revoke, terminate or rescind any Ceded Reinsurance Contract or otherwise claimed in writing or, to the Knowledge of Sellers, orally that any Ceded Reinsurance Contract ceases to be in full force and effect or is invalid or unenforceable (in whole or in part). Since January 1, 2010, no reinsurer under any Ceded Reinsurance Contract has notified in writing or, to the Knowledge of Sellers, orally any Transferred Insurance Company that the premiums payable under any Ceded Reinsurance Contract have been increased or otherwise modified. (c) No Ceded Reinsurance Contract contains any provision under which the reinsurer or retrocessionaire may terminate such characterization and accountingagreement by reason of (i) the transactions contemplated by this Agreement or any Ancillary Agreement, (ii) none a ratings downgrade of the relevant Transferred Insurance Company below certain minimum ratings issued by a credit rating agency as set forth in such Ceded Reinsurance Contract or (iii) a reduction of the Transferred Insurance Company’s capital and surplus below a certain level as set forth in such Ceded Reinsurance Contract. (d) There are no separate written or oral agreements between the applicable Transferred Insurance Company and the reinsurer under any Ceded Reinsurance Contract that would reduce, limit, mitigate or otherwise affect any actual or potential loss to the parties under any Ceded Reinsurance Contract, other than (i) inuring contracts that are explicitly defined in any such Ceded Reinsurance Contract or (ii) amendments, novations, assignments or recapture agreements with respect to such Ceded Reinsurance Contract that are listed in Section 3.17(a) of the Seller Disclosure Letter opposite the name of such Ceded Reinsurance Contract. As of December 31, 2011, each Transferred Insurance Company was entitled under Applicable Law and SAP to take full financial statement credit for all amounts for which such financial statement credit was taken in the Annual Unaudited Statement as at December 31, 2011 of such Transferred Insurance Company for any amounts recoverable by such Transferred Insurance Company pursuant to any Ceded Reinsurance Contracts to which it was a party. (e) None of the Transferred Insurance Companies is now, nor has it been since January 1, 2002, nor, to the Knowledge of the CompanySellers, any counterparty has it ever been a party to any Reinsurance Contract transfer and assumption agreement or any other similar agreement, the effect of which is to transfer specified insurance and/or non-insurance liabilities of any Transferred Insurance Company and related assets to a transferee in default or breach under exchange for the terms transferee’s agreement to assume all such liabilities on behalf of such Reinsurance Contract or Transferred Insurance Company. (f) None of the Transferred Insurance Companies is now, nor has failed to perform any material obligation under any such Reinsurance Contractit been since January 1, and2002, nor, to the Knowledge of the CompanySellers, there does not exist any eventhas it ever been, condition or omission that would constitute such a breach or default (whether by lapse of time or notice or both), (iii) as of the date of this Agreement, to the Knowledge of the Company, no counterparty party to any Reinsurance Contract is insolvent reinsurance or retrocession agreement under which the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, (iv) no written notice of any intention to cancel, terminate or change the scope of rights or obligations under, or not to renew, any Reinsurance Contract has been received by the Transferred Insurance Company has assumed any risk included within the Business from any such reinsurer, and there are no pending other insurers or threatened disputes with respect to any Reinsurance Contract, (v) since December 31, 2021, neither the Company nor any of its Subsidiaries has received any written notice from any applicable reinsurer that any amount of reinsurance ceded by the Insurance Company, as applicable, to such counterparty will be uncollectible or otherwise defaulted on, (vi) to the Knowledge of the Company, the financial condition of each party to a Reinsurance Contract is not impaired to the extent that a default thereunder is reasonably anticipated and (vii) there are no, and since December 31, 2021 there have been no, disputes under any Reinsurance Contracts other than disputes in the ordinary course for which adequate loss reserves have been established. None of the Reinsurance Contracts is finite reinsurance, financial reinsurance or such other form of reinsurance that does not meet the risk transfer requirements under applicable Laws or that does not qualify for risk transfer and reinsurance treatment under GAAP and SAPreinsurers.

Reinsurance. (ai) Section 4.14(a) of the Company Disclosure Schedule sets forth a true and correct list of all All reinsurance agreements or coinsurance treaties or agreements, including retrocessional agreements, to which the either Insurance Company or any of its Subsidiaries is a party and under which either Insurance Company has any existing material rights rights, obligations or material obligations as of the date hereof liabilities (the collectively, “Reinsurance Contracts”), each of which is ) are in full force and effect and neither Insurance Company is in accordance with its terms. The Company has made available to Parent and Merger Sub a true and correct copy breach of each such Reinsurance Contract in effect as of the date hereof. Each Reinsurance Contract is a legal, valid and binding obligation of the Company or its Subsidiaries, as applicable, and to the Knowledge of the Company, each other party thereto, and is enforceable against the Company or its Subsidiaries, as applicable, any material provision thereof and, to the Knowledge of the CompanySeller, each no other party theretoto such Reinsurance Contracts is in breach, in accordance with its terms (except in each case or has threatened breach, of any provision thereof. Except as set forth on Section 4(n)(i) of the Seller Disclosure Letter, no Reinsurance Contract contains any provision providing that the other party thereto may be limited terminate such agreement by reason of the Bankruptcy and Equity Exception)Transaction. (bii) Except as would not, individually No reinsurer under any such Reinsurance Contract has given any notice of termination or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, (i) each Company Insurance Subsidiary has appropriately taken credit in its Company Statutory Statements pursuant to Insurance Laws for all ceded reinsurance, coinsurance or excess insurance ceded pursuant commutation with respect to any such Reinsurance Contracts to which it is a partyContract, and all such amounts recoverable have been properly recorded in its books and records of account (if so accounted therefor) and are properly reflected in its Company Statutory Statements, and no Governmental Authority has objected in writing to such characterization and accounting, (ii) none of the Insurance Company nor, to the Knowledge of Seller, is there any threat of such a notice of termination or commutation. (iii) Except as set forth in Section 4(n)(iii) of the CompanySeller Disclosure Letter, Seller has no reason to believe that the financial condition of any counterparty other party to any Reinsurance Contract is in impaired with the result that a default or breach under the terms of such Reinsurance Contract or has failed to perform any material obligation under any such Reinsurance Contract, and, to the Knowledge of the Company, there does not exist any event, condition or omission that would constitute such a breach or default (whether by lapse of time or notice or both), (iii) as thereunder may reasonably be anticipated. As of the date of this Agreementhereof, the Insurance Companies are entitled to take full credit in their respective Regulatory Statements (to the Knowledge of the Company, no counterparty extent credit has been taken in such Regulatory Statements) pursuant to applicable Laws for all reinsurance and coinsurance ceded pursuant to any Reinsurance Contract is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, Contract. (iv) no written notice Except as set forth in Section 4(n)(iv) of any intention to cancelthe Seller Disclosure Letter, terminate or change the scope of rights or obligations under, or not to renew, any Reinsurance Contract has been received by the Insurance Company from any such reinsurer, and there are no pending existing or threatened disputes with respect to any reinsurer regarding payment of a claim under any Reinsurance Contract, (v) since December 31, 2021, neither the Company nor any of its Subsidiaries has received any written notice from any applicable reinsurer that any amount of reinsurance ceded by the Insurance Company, as applicable, to such counterparty will be uncollectible or otherwise defaulted on, (vi) to the Knowledge of the Company, the financial condition of each party to a Reinsurance Contract is not impaired to the extent that a default thereunder is reasonably anticipated and (vii) there are no, and since December 31, 2021 there have been no, disputes under any Reinsurance Contracts other than disputes in the ordinary course for which adequate loss reserves have been established. None of the Reinsurance Contracts is finite reinsurance, financial reinsurance or such other form of reinsurance that does not meet the risk transfer requirements under applicable Laws or that does not qualify for risk transfer and reinsurance treatment under GAAP and SAP.

Reinsurance. (a) Section 4.14(a) 3.16 of the Company Parent Disclosure Schedule sets forth a true true, correct and correct complete list of all reinsurance agreements to which the Company or any of its Subsidiaries is a party and has any existing material rights or material obligations as of the date hereof (the “Material Reinsurance Contracts”), each of which is in full force and effect in accordance with its terms. The Company has made available to Parent and Merger Sub a true and correct copy of each such Reinsurance Contract Contracts in effect as of the date hereof. Each Reinsurance Contract is a legal, valid and binding obligation of the Company or its Subsidiaries, as applicable, and Parent has Made Available to the Knowledge of the CompanyAcquiror, each other party thereto, and is enforceable against the Company or its Subsidiaries, as applicable, and, prior to the Knowledge date hereof, true, correct and complete copies of the Company, each other party thereto, in accordance with its terms (except in each case as may be limited by the Bankruptcy and Equity Exception). (b) such Material Reinsurance Contract. Except as would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect, : (i) each Company Insurance Subsidiary has appropriately taken credit Material Reinsurance Contract is in its Company Statutory Statements pursuant to Insurance Laws for all ceded reinsurance, coinsurance or excess insurance ceded pursuant to any Reinsurance Contracts to which it full force and effect and is a partyvalid and binding obligation of the applicable Reinsurance Entity that is a party thereto and, and all such amounts recoverable have been properly recorded in its books and records to the Knowledge of account (if so accounted therefor) and are properly reflected in its Company Statutory StatementsParent, and no Governmental Authority has objected in writing each other party to such characterization and accountingMaterial Reinsurance Contract, (ii) none each Material Reinsurance Contract is enforceable against the Reinsurance Entity that is a party thereto and, to the Knowledge of Parent, each such other party, in accordance with its terms (subject in each case to the Insurance Company effect of any applicable bankruptcy, reorganization, insolvency, moratorium, or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law)), (iii) neither the Reinsurance Entity nor, to the Knowledge of the CompanyParent, any counterparty other party to any a Material Reinsurance Contract is in material default or material breach under the terms of such Material Reinsurance Contract; (iv) none of the Company Group Entities is a party to any Action by or against any counterparty to a Material Reinsurance Contract resulting from any amounts recoverable or has failed payable by such Reinsurance Entity pursuant to perform any material obligation under any such a Material Reinsurance Contract, and, to the Knowledge of the Company, there does not exist any event, condition or omission that would constitute and no such a breach or default (whether by lapse of time or notice or both), (iii) as of the date of this Agreement, to the Knowledge of the Company, no counterparty to any Reinsurance Contract is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, (iv) no written notice of any intention to cancel, terminate or change the scope of rights or obligations under, or not to renew, any Reinsurance Contract Action has been received by the Insurance Company from any such reinsurerpending since January 1, and there are no pending or threatened disputes with respect to any Reinsurance Contract, 2021; (v) since December 31January 1, 2021, neither the Company Parent nor any of its Subsidiaries the Company Group Entities has received any written notice from of any applicable reinsurer that default under any amount of reinsurance ceded by the Insurance Company, as applicable, to such counterparty will be uncollectible or otherwise defaulted on, Material Reinsurance Contract; and (vi) to the Knowledge except as set forth in Section 3.16 of the CompanyParent Disclosure Schedule, the financial condition of each party to a no Material Reinsurance Contract is not impaired to contains any provision providing that any party thereto may terminate the extent that a default thereunder is reasonably anticipated and (vii) there are no, and since December 31, 2021 there have been no, disputes under any Reinsurance Contracts other than disputes in the ordinary course for which adequate loss reserves have been established. None same by reason of the Reinsurance Contracts is finite reinsurance, financial reinsurance or such other form of reinsurance that does not meet the risk transfer requirements under applicable Laws or that does not qualify for risk transfer and reinsurance treatment under GAAP and SAPtransactions contemplated by this Agreement.

Reinsurance. (a) Section 4.14(a) 5.14 of the Company Seller Disclosure Schedule sets forth a true and correct list of all reinsurance agreements to which the Company or any of its Subsidiaries HLIKK is a party and has any existing material rights or material obligations as of the date hereof (the “Reinsurance Contracts”)obligations, each of which is in full force treaties and effect in accordance with its terms. The Company has made available to Parent and Merger Sub a true and correct copy of each such Reinsurance Contract in effect as of the date hereof. Each Reinsurance Contract agreements is a legal, valid and binding obligation of the Company or its SubsidiariesHLIKK and, as applicable, and to the Knowledge of the CompanySeller, each other party thereto, and is enforceable against the Company or its Subsidiaries, as applicableHLIKK, and, to the Knowledge of the CompanySeller, each other party thereto, in accordance with its terms (except in each case as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, fraudulent conveyance or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, and subject to the Bankruptcy and Equity Exception). limitations imposed by general equitable principles (b) Except as would not, individually whether or not such enforceability is considered in a proceeding at law or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, (i) each Company Insurance Subsidiary has appropriately taken credit in its Company Statutory Statements pursuant to Insurance Laws for all ceded reinsurance, coinsurance or excess insurance ceded pursuant to any Reinsurance Contracts to which it is a partyequity)), and all such amounts recoverable have been properly recorded in its books and records of account (if so accounted therefor) and are properly reflected in its Company Statutory Statements, and no Governmental Authority has objected in writing to such characterization and accounting, (ii) none of the Insurance Company neither HLIKK nor, to the Knowledge of the CompanySeller, any counterparty to any Reinsurance Contract of the other parties thereto is in material default or material breach under the terms of such Reinsurance Contract or has failed to perform any material obligation under any such Reinsurance Contractreinsurance treaty or agreement, and, to the Knowledge of the CompanySeller, there does not exist any event, condition or omission that would constitute such a material breach or material default (whether by lapse of time or notice or both), (iii) . Except as set forth in Section 5.14 of the date of this AgreementSeller Disclosure Schedule, there are no pending or, to the Knowledge of the CompanySeller, no counterparty to any Reinsurance Contract is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, (iv) no written notice of any intention to cancel, terminate or change the scope of rights or obligations under, or not to renew, any Reinsurance Contract has been received by the Insurance Company from any such reinsurer, and there are no pending or threatened disputes Actions with respect to any Reinsurance Contractreinsurance treaties or agreements set forth on Section 5.14 of the Seller Disclosure Schedule. Neither HLIKK nor, (v) since December 31to the Knowledge of Seller, 2021any other Seller Party, neither the Company nor any of its Subsidiaries has received any written notice from any applicable reinsurer party to any such reinsurance treaty or agreement or from any agent, broker or reinsurance intermediary to the effect that (i) the financial condition of any reinsurer party to any such reinsurance treaty or agreement is materially impaired with the result that a default thereunder may reasonably be anticipated, (ii) there is a dispute with respect to any material amounts recoverable or payable by HLIKK pursuant to any such reinsurance treaty or agreement or (iii) any amount of reinsurance ceded by the Insurance Company, as applicable, to such counterparty HLIKK will be uncollectible or otherwise defaulted on, (vi) to the Knowledge of the Company, the financial condition of each party to a Reinsurance Contract is not impaired to the extent that a default thereunder is reasonably anticipated upon. All reinsurance premiums due and (vii) there are no, and since December 31, 2021 there payable under such reinsurance treaties or agreements have been no, disputes under any Reinsurance Contracts other than disputes paid in the ordinary course for which adequate loss reserves have been established. None of the Reinsurance Contracts is finite reinsurance, financial reinsurance or such other form of reinsurance that does not meet the risk transfer requirements under applicable Laws or that does not qualify for risk transfer and reinsurance treatment under GAAP and SAPfull.