Common use of Reinsurance Clause in Contracts

Reinsurance. Section 5.15 of the Seller Disclosure Schedule sets forth a complete and correct list of all reinsurance agreements to which PLICMI is a party, other than any such reinsurance agreement under which PLICMI is (a) the ceding company and (b) has gross ceded Reserves (calculated in accordance with SAP) of $1,000,000 or less as of December 31, 2018 (each, a “Reinsurance Agreement”). Seller has made available to Buyer a true and correct copy of each Reinsurance Agreement in effect as of the date hereof. Each Reinsurance Agreement is a legal, valid and binding obligation of PLICMI and, to the Knowledge of Seller, each other party thereto, and is enforceable against PLICMI, and, to the Knowledge of Seller, 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 limitations imposed by general equitable principles (whether or not such enforceability is considered in a proceeding at law or in equity)). Neither PLICMI nor, to the Knowledge of Seller, any of the other parties to any Reinsurance Agreement is in material default or material breach or has failed to perform any material obligation under any such reinsurance treaty or agreement, and, to the Knowledge of Seller, 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). PLICMI has not 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. No reinsurer under any Reinsurance Agreement has sought to deny or limit coverage under any Reinsurance Agreement. All reinsurance premiums due under any such Reinsurance Agreements pursuant to which PLICMI cedes risk to a reinsurer have been paid in full or were adequately accrued or reserved for by PLICMI. Except as set forth in Section 5.15 of the Seller Disclosure Schedule, there are no pending or, to the Knowledge of Seller, threatened Actions with respect to any Reinsurance Agreement. As of the date hereof, no party to any Reinsurance Agreement has given written notice that remains in effect (i) of cancellation, termination (provisional or otherwise) or recapture in respect of any Reinsurance Agreement; (ii) that any amount of reinsurance ceded or assumed by PLICMI pursuant to an Reinsurance Agreement will be uncollectible or otherwise defaulted upon or (iii) that there is a dispute that is unresolved with respect to any material amounts recoverable or payable by PLICMI pursuant to such Reinsurance Agreement. PLICMI is entitled to take credit in its Financial Statements pursuant to applicable Insurance Laws for all reinsurance, coinsurance or excess insurance ceded pursuant to any Reinsurance Agreements to which it is a party. Neither PLICMI nor, to the Knowledge of Seller, (A) any reinsurer under any Reinsurance Agreement is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, and, (B) the financial condition of any such reinsurer is not impaired to the extent that a default thereunder is reasonably anticipated. There are no entities, other than the Acquired Companies, that have rights to access coverage under any ceded Reinsurance Agreement. Except as set forth in Section 5.15 of the Seller Disclosure Schedule, no Reinsurance Agreement contains any provision providing that PLICMI and the other party thereto may terminate or modify such treaty or agreement by reason of (1) the Transactions, (2) a ratings downgrade of PLICMI below certain minimum ratings issued by a credit rating agency as set forth in the Reinsurance Agreement or (3) a reduction of PLICMI’s Capital and Surplus below a certain level as set forth in the applicable Reinsurance Agreement. Except as set forth in Section 5.15 of the Seller Disclosure Schedule, no ceded Reinsurance Agreement requires PLICMI to retain any risk or liability in connection with Insurance Contracts reinsured thereunder. To the Knowledge of Seller, none of the Reinsurance Agreements is or would be deemed to be finite reinsurance, financial reinsurance or such other form of reinsurance that does not meet the risk transfer requirements under applicable Law. Section 5.15 of the Seller Disclosure Schedule sets forth a list of all Liens, collateral or security arrangements, including by means of a credit for reinsurance trust or letter of credit, to or for the benefit of any cedent under any Reinsurance Agreement. With respect to any Insurance Contracts reinsured in whole or in part under any ceded Reinsurance Agreement, the underwriting standards and guidelines utilized and rates and rating factors applied by PLICMI conform in all material respects to the standards, rates and rating factors required pursuant to the terms of such Reinsurance Agreement, except where the failure to utilize such standards or guidelines or apply such rates or rating factors would not permit the assuming reinsurer to deny coverage for, force the recapture of, or otherwise terminate with respect to, a substantial portion of the liabilities ceded under such Reinsurance Agreement.

Reinsurance. Section 5.15 of the Seller Disclosure Schedule sets forth a SALIC has provided or otherwise made available to Purchaser true, complete and correct list copies of all reinsurance agreements to which PLICMI is a party, other than any such reinsurance agreement under which PLICMI is (a) each 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) to which any Scottish Insurance Company are parties, whether as ceding company, retrocedent, reinsurer or retrocessionaire (the ceding company “Reinsurance Contracts”) and (b) has gross ceded Reserves each material Contract, other than a Reinsurance Contract, comprising an excess reserve financing arrangement to which any of the Scottish Insurance Companies are parties (calculated in accordance with SAP) of $1,000,000 or less as of December 31, 2018 (each, a the “Reinsurance AgreementReserve Financing Contracts”). Seller has made available to Buyer a true and correct copy of each Reinsurance Agreement in effect as Each of the date hereof. Each Reinsurance Agreement is Contracts and the Reserve Financing Contracts constitutes a legal, valid and binding obligation of PLICMI the Scottish Insurance Companies and, to the Knowledge of SellerSALIC, each other party thereto, and is enforceable against PLICMI, the Scottish Insurance Companies and, to the Knowledge of SellerSALIC, each other party thereto, 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 limitations imposed by general equitable principles (whether Bankruptcy and Equity Exceptions), and is in full force and effect, except for such failures to be valid and binding as are not, individually or not such enforceability is considered in the aggregate, reasonably likely to result in a proceeding at law or in equity))SALIC Material Adverse Effect. Neither PLICMI norNone of the applicable Scottish Insurance Companies or, to the Knowledge of SellerSALIC, any of the other parties counterparty to any Reinsurance Agreement Contract or Reserve Financing Contract is in material default (with or material breach without notice or has failed to perform any material obligation under any such reinsurance treaty or agreement, and, to the Knowledge of Seller, 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 both) in default or both). PLICMI has not received or given any notice from any party to any Reinsurance Agreement breach under the terms of any dispute or default with respect to such Reinsurance Agreement Contract or notice of termination, recapture, rescission or acceleration. No reinsurer under Reserve Financing Contract in any Reinsurance Agreement has sought to deny or limit coverage under any Reinsurance Agreement. All reinsurance premiums due under any such Reinsurance Agreements pursuant to which PLICMI cedes risk to a reinsurer have been paid in full or were adequately accrued or reserved for by PLICMImaterial respect. Except as set forth in on Section 5.15 3.21(a) of the Seller SALIC Disclosure Schedule, there are no pending or, to the Knowledge of SellerSALIC, threatened Actions with respect to any Reinsurance AgreementContract or Reserve Financing Contract. As Except as set forth on Section 3.21(b) of the SALIC Disclosure Schedule, as of the date hereof, no party to any Reinsurance Agreement Contract or Reserve Financing Contract has given written notice that remains in effect (i) of cancellation, termination (provisional or otherwise) or recapture in respect of any Reinsurance Agreement; (iisuch Contract. Except as set forth on Section 3.21(c) that of the SALIC Disclosure Schedule, since January 1, 2014, there has not been any amount of reinsurance ceded or assumed by PLICMI pursuant to an Reinsurance Agreement will be uncollectible or otherwise defaulted upon or (iii) that there is a dispute that is unresolved with respect to any material amounts recoverable or payable by PLICMI pursuant to such Reinsurance Agreement. PLICMI is entitled to take credit in its Financial Statements pursuant to applicable any of the Scottish Insurance Laws for all reinsurance, coinsurance or excess insurance ceded Companies pursuant to any Reinsurance Agreements Contract or Reserve Financing Contract and no reinsurer or ceding party has sought to which it is a party. Neither PLICMI nordeny or limit coverage or revoke, to terminate, rescind or change, in accordance with the Knowledge terms of Seller, (A) any reinsurer under any Reinsurance Agreement is insolvent Contract, reinsurance premiums or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, and, (B) the financial condition of any such reinsurer is not impaired to the extent that a default thereunder is reasonably anticipated. There are no entities, other than the Acquired Companies, that have rights to access coverage under any ceded Reinsurance Agreementexpense allowances. Except as set forth in on Section 5.15 3.21(d) of the Seller SALIC Disclosure Schedule, no Reinsurance Agreement Contract or Reserve Financing Contract contains any provision providing that PLICMI and the other party thereto may terminate or otherwise modify such treaty Reinsurance Contract or agreement Reserve Financing Contract by reason of (1) the Transactions, (2) . No Reinsurance Contract or Reserve Financing Contract contains any provision which by its own terms would result in a ratings downgrade of PLICMI below certain minimum ratings issued by a credit rating agency as set forth modification in the Reinsurance Agreement or (3) a reduction of PLICMI’s Capital and Surplus below a certain level as set forth in the applicable Reinsurance Agreement. Except as set forth in Section 5.15 of the Seller Disclosure Schedule, no ceded Reinsurance Agreement requires PLICMI to retain any risk or liability in connection with Insurance Contracts reinsured thereunder. To the Knowledge of Seller, none of the Reinsurance Agreements is or would be deemed to be finite reinsurance, financial reinsurance or such other form of reinsurance that does not meet the risk transfer requirements under applicable Law. Section 5.15 of the Seller Disclosure Schedule sets forth a list of all Liens, collateral or security arrangements, including by means of a credit for reinsurance trust or letter of credit, to or for the benefit of any cedent under any Reinsurance Agreement. With respect to any Insurance Contracts reinsured in whole or in part under any ceded Reinsurance Agreement, the underwriting standards and guidelines utilized and rates and rating factors applied by PLICMI conform in all material respects to the standards, rates and rating factors required pursuant to the terms operation of such Reinsurance Agreement, except where the failure to utilize such standards Contract or guidelines or apply such rates or rating factors would not permit the assuming reinsurer to deny coverage for, force the recapture of, or otherwise terminate with respect to, a substantial portion Reserve Financing Contract by reason of the liabilities ceded under such Reinsurance AgreementTransactions.

Reinsurance. Section 5.15 of Except as would not, individually or in the Seller Disclosure Schedule sets forth aggregate, reasonably be likely to have a complete and correct list of all reinsurance agreements to which PLICMI is a partyMaterial Adverse Effect, other than any such reinsurance agreement under which PLICMI is (a) the ceding company and (b) Corporation has gross ceded Reserves (calculated in accordance with SAP) of $1,000,000 or less as of December 31, 2018 (each, a “Reinsurance Agreement”). Seller has made available to Buyer a true and correct copy of each Reinsurance Agreement in effect as of the date hereof. Each Reinsurance Agreement is a legal, valid and binding obligation of PLICMI and, to the Knowledge of Seller, each other party thereto, and is enforceable against PLICMI, and, to the Knowledge of Seller, 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 limitations imposed by general equitable principles (whether or not such enforceability is considered in a proceeding at law or in equity)). Neither PLICMI nor, to the Knowledge of Seller, any of the other parties to any Reinsurance Agreement is in material default or material breach or has failed to perform any material obligation under any such reinsurance treaty or agreement, and, to the Knowledge of Seller, 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). PLICMI has not 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. No reinsurer under any Reinsurance Agreement has sought to deny or limit coverage under any Reinsurance Agreement. All reinsurance premiums due under any such Reinsurance Agreements pursuant to which PLICMI cedes risk to a reinsurer have been paid in full or were adequately accrued or reserved for by PLICMI. Except as set forth in Section 5.15 of the Seller Disclosure Schedule, there are no pending or, to the Knowledge of Seller, threatened Actions with respect to any Reinsurance Agreement. As of the date hereof, no party to any Reinsurance Agreement has given written notice that remains in effect (i) of cancellation, termination (provisional or otherwise) or recapture in respect of any Reinsurance Agreement; (ii) that any amount of reinsurance ceded or assumed by PLICMI pursuant to an Reinsurance Agreement will be uncollectible or otherwise defaulted upon or (iii) that there is a dispute that is unresolved with respect to any material amounts recoverable or payable by PLICMI pursuant to such Reinsurance Agreement. PLICMI is entitled to take appropriately taken credit in its Financial the Required Statements pursuant to applicable Insurance Laws for all reinsurance, coinsurance or excess insurance ceded pursuant to any reinsurance, coinsurance, excess insurance, ceding of insurance, assumption of insurance or indemnification with respect to insurance or similar arrangements (the “Reinsurance Agreements Contracts”) to which it is a party. Neither PLICMI nor; (b) none of the Corporation or, to the Knowledge of Sellerthe Vendor, any counterparty to any Reinsurance Contract is (Awith or without notice or lapse of time or both) in default or breach under the terms of such Reinsurance Contract; (c) none of the Corporation or, to the Knowledge of the Vendor, any reinsurer under any Reinsurance Agreement Contract, is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, and, (B) Proceeding and the financial condition of any such reinsurer is not impaired to the extent that a default thereunder is reasonably anticipated. There ; and (d) no written notice of intended cancellation has been received by the Corporation from any such reinsurer, and there are no entities, other than the Acquired Companies, that have rights to access coverage under any ceded Reinsurance Agreement. Except as set forth in Section 5.15 of the Seller Disclosure Schedule, no Reinsurance Agreement contains any provision providing that PLICMI and the other party thereto may terminate or modify such treaty or agreement by reason of (1) the Transactions, (2) a ratings downgrade of PLICMI below certain minimum ratings issued by a credit rating agency as set forth in the Reinsurance Agreement or (3) a reduction of PLICMI’s Capital and Surplus below a certain level as set forth in the applicable Reinsurance Agreement. Except as set forth in Section 5.15 of the Seller Disclosure Schedule, no ceded Reinsurance Agreement requires PLICMI to retain any risk or liability in connection with Insurance Contracts reinsured thereunder. To the Knowledge of Seller, none of the Reinsurance Agreements is or would be deemed to be finite reinsurance, financial reinsurance or such other form of reinsurance that does not meet the risk transfer requirements under applicable Law. Section 5.15 of the Seller Disclosure Schedule sets forth a list of all Liens, collateral or security arrangements, including by means of a credit for reinsurance trust or letter of credit, to or for the benefit of any cedent disputes under any Reinsurance AgreementContract. With respect Each Reinsurance Contract is evidenced by a signed agreement or treaty. The Corporation is in compliance, in all material respects, with all Applicable Law relating to any Insurance Contracts reinsured in whole or in part under any ceded Reinsurance Agreement, the underwriting standards and guidelines utilized and rates and rating factors applied by PLICMI conform reinsurance. The Corporation has performed in all material respects all of the obligations required to be performed by it and is entitled to all material benefits under the Reinsurance Contracts to which it is a party. The Corporation is entitled to take the amount of credit claimed in the Required Statements pursuant to Applicable Laws for all reinsurance and coinsurance ceded by it pursuant to any Reinsurance Contract. All of the Reinsurance Contracts will be given effect to as bona fide reinsurance treaties, with real transfer of risk for all accounting, Tax, regulatory and actuarial purposes. No side agreements or letters exist that alter any terms of any Reinsurance Contracts in any material respect. In the last three years, there has been no material change, including cancellation, commutation, recapture or re- pricing, to any Reinsurance Contract. Except as disclosed in Schedule 3.1(15), to the standardsKnowledge of the Vendor, rates and rating factors required pursuant there are no circumstances or events which are likely to lead to the terms cancellation or suspension of any Reinsurance Contract or to the termination of any such Reinsurance Agreement, except where Contract at a date earlier than the failure to utilize such standards or guidelines or apply such rates or rating factors would not permit the assuming reinsurer to deny coverage for, force the recapture of, or date otherwise terminate with respect to, a substantial portion of the liabilities ceded provided under such Reinsurance AgreementContract.

Reinsurance. Section 5.15 4.1(v) of the Seller Disclosure Schedule sets forth lists all (i) reinsurance and retrocessional treaties and agreements pursuant to which the Company is a complete party and correct list has ceded liability, under which any party to such agreement may have any liability or other obligations to the Company, and of all which the Seller Parties have Knowledge and (ii) reinsurance and retrocessional treaties and agreements to which PLICMI the Company is a party, other than any such reinsurance agreement party and under which PLICMI the Company may have any liability or other obligations (collectively, the “Existing Reinsurance Agreements”). The Seller Parties have provided the Buyer with access to a true and complete copy of each of the Existing Reinsurance Agreements. Each of the Existing Reinsurance Agreements is (a) valid and binding on the ceding company and (b) has gross ceded Reserves (calculated Company in all respects in accordance with SAP) of $1,000,000 or less as of December 31, 2018 (each, a “Reinsurance Agreement”). Seller has made available to Buyer a true and correct copy of each Reinsurance Agreement in effect as of the date hereof. Each Reinsurance Agreement is a legal, valid and binding obligation of PLICMI its terms and, to the Knowledge of Sellerthe Seller Parties, each other party thereto, of the Existing Reinsurance Agreements is valid and is enforceable against PLICMI, and, to binding on the Knowledge of Seller, each other party thereto, reinsurer thereto in accordance with its terms (except terms, in each case case, except as enforcement may be limited by applicable bankruptcy, reorganization, insolvency, reorganization, moratorium, rehabilitation, liquidation, fraudulent conveyance or other similar Laws now or hereafter in effect relating to or laws affecting generally the enforcement of creditors’ rights generally, and subject to by the limitations imposed by general equitable principles of equity (whether or not such enforceability is considered in a proceeding at court of law or in equity)). Neither PLICMI nor, The Seller Parties have no reason to believe that any amount recoverable by the Knowledge of Seller, any of the other parties Company pursuant to any an Existing Reinsurance Agreement is not fully collectible in material due course, excluding any amounts covered by the Reinsurance Trust Agreement. The Company is not in default or material breach or has failed to perform in any material obligation under any such reinsurance treaty or agreement, and, to the Knowledge of Seller, 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). PLICMI has not received or given any notice from any party respect as to any Reinsurance Agreement of any dispute or default with respect to such Reinsurance Agreement or notice of termination, recapture, rescission or acceleration. No reinsurer under any Reinsurance Agreement has sought to deny or limit coverage under any Existing Reinsurance Agreement. All reinsurance premiums due under any such Reinsurance Agreements pursuant to which PLICMI cedes risk to a reinsurer have been paid in full or were adequately accrued or reserved for by PLICMI. Except as set forth in Section 5.15 , nor on the date of this Agreement is either of the Seller Disclosure Schedule, there are no pending or, to the Knowledge of Seller, threatened Actions with respect to any Reinsurance Agreement. As of the date hereof, no party to any Reinsurance Agreement has given written notice Parties aware that remains in effect (i) of cancellation, termination (provisional or otherwise) or recapture in respect of any Reinsurance Agreement; (ii) that any amount of reinsurance ceded or assumed by PLICMI pursuant to an Reinsurance Agreement will be uncollectible or otherwise defaulted upon or (iii) that there is a dispute that is unresolved with respect to any material amounts recoverable or payable by PLICMI pursuant to such Reinsurance Agreement. PLICMI is entitled to take credit in its Financial Statements pursuant to applicable Insurance Laws for all reinsurance, coinsurance or excess insurance ceded pursuant to any Reinsurance Agreements to which it is a party. Neither PLICMI nor, to the Knowledge of Seller, (A) any reinsurer under any Reinsurance Agreement is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, and, (B) the financial condition of any such reinsurer party to an Existing Reinsurance Agreement is not impaired to the extent that a default thereunder is may be reasonably anticipated. There are no entities, other than the Acquired Companies, that have rights to access coverage under any ceded Reinsurance Agreement. Except as set forth disclosed in Section 5.15 4.1(v) of the Seller Disclosure Schedule, no none of the Existing Reinsurance Agreement Agreements contains any “change of control” provision or any other provision providing that PLICMI and the other party thereto may terminate or modify such treaty or agreement by reason of (1) the Transactions, (2) a ratings downgrade of PLICMI below certain minimum ratings issued by a credit rating agency as set forth in the Existing Reinsurance Agreement or (3) prior to its established expiration date as a reduction result of PLICMI’s Capital and Surplus below a certain level as set forth in the applicable Reinsurance transactions contemplated by this Agreement. Except as set forth in Section 5.15 On the date of this Agreement the Seller Disclosure Schedule, no ceded Reinsurance Agreement requires PLICMI Company is entitled to retain any risk or liability in connection take full credit on its statutory financial statements filed with the Oklahoma Insurance Contracts reinsured thereunder. To the Knowledge of Seller, none of the Reinsurance Agreements is or would be deemed to be finite reinsurance, financial reinsurance or such other form of reinsurance that does not meet the risk transfer requirements under applicable Law. Section 5.15 of the Seller Disclosure Schedule sets forth a list of all Liens, collateral or security arrangements, including by means of a credit for reinsurance trust or letter of credit, to or for the benefit of any cedent under any Reinsurance Agreement. With Department with respect to any Insurance Contracts reinsured in whole or in part under any ceded Reinsurance Agreement, the underwriting standards and guidelines utilized and rates and rating factors applied by PLICMI conform in all material respects to the standards, rates and rating factors required pursuant to the terms of such Reinsurance Agreement, except where the failure to utilize such standards or guidelines or apply such rates or rating factors would not permit the assuming reinsurer to deny coverage for, force the recapture of, or otherwise terminate with respect to, a substantial portion of the liabilities ceded under all Existing Reinsurance Agreements pursuant to which the Company has ceded reinsurance and will be entitled on and after the Closing Date to such credit with respect to all liabilities ceded under the Quota Share Reinsurance Agreement.

Reinsurance. Section 5.15 of Except as would not, individually or in the Seller Disclosure Schedule sets forth aggregate, reasonably be likely to have a complete and correct list of all reinsurance agreements to which PLICMI is a partySagicor Material Adverse Effect, other than any such reinsurance agreement under which PLICMI is (a) the ceding company and (b) each Sagicor Insurance Entity has gross ceded Reserves (calculated in accordance with SAP) of $1,000,000 or less as of December 31, 2018 (each, a “Reinsurance Agreement”). Seller has made available to Buyer a true and correct copy of each Reinsurance Agreement in effect as of the date hereof. Each Reinsurance Agreement is a legal, valid and binding obligation of PLICMI and, to the Knowledge of Seller, each other party thereto, and is enforceable against PLICMI, and, to the Knowledge of Seller, 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 limitations imposed by general equitable principles (whether or not such enforceability is considered in a proceeding at law or in equity)). Neither PLICMI nor, to the Knowledge of Seller, any of the other parties to any Reinsurance Agreement is in material default or material breach or has failed to perform any material obligation under any such reinsurance treaty or agreement, and, to the Knowledge of Seller, 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). PLICMI has not 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. No reinsurer under any Reinsurance Agreement has sought to deny or limit coverage under any Reinsurance Agreement. All reinsurance premiums due under any such Reinsurance Agreements pursuant to which PLICMI cedes risk to a reinsurer have been paid in full or were adequately accrued or reserved for by PLICMI. Except as set forth in Section 5.15 of the Seller Disclosure Schedule, there are no pending or, to the Knowledge of Seller, threatened Actions with respect to any Reinsurance Agreement. As of the date hereof, no party to any Reinsurance Agreement has given written notice that remains in effect (i) of cancellation, termination (provisional or otherwise) or recapture in respect of any Reinsurance Agreement; (ii) that any amount of reinsurance ceded or assumed by PLICMI pursuant to an Reinsurance Agreement will be uncollectible or otherwise defaulted upon or (iii) that there is a dispute that is unresolved with respect to any material amounts recoverable or payable by PLICMI pursuant to such Reinsurance Agreement. PLICMI is entitled to take appropriately taken credit in its Financial Sagicor Statements pursuant to applicable Insurance Laws for all reinsurance, coinsurance or excess insurance ceded pursuant to any reinsurance, coinsurance, excess insurance, ceding of insurance, assumption of insurance or indemnification with respect to insurance or similar arrangements (the “Reinsurance Agreements Contracts”) to which it is a party. Neither PLICMI nor, (b) none of the applicable Sagicor Insurance Entities or, to the Knowledge of SellerSagicor, any counterparty to any Reinsurance Contract is (with or without notice or lapse of time or both) in default or breach under the terms of such Reinsurance Contract, (Ac) none of the Sagicor Insurance Entities or, to the Knowledge of Sagicor, any reinsurer under any Reinsurance Agreement Contract is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, and, (B) proceeding and the financial condition of any such reinsurer is not impaired to the extent that a default thereunder is reasonably anticipated. There anticipated and (d) no written notice of intended cancellation has been received by any Sagicor Insurance Entity from any such reinsurer, and there are no entities, other than the Acquired Companies, that have rights to access coverage under any ceded Reinsurance Agreement. Except as set forth in Section 5.15 of the Seller Disclosure Schedule, no Reinsurance Agreement contains any provision providing that PLICMI and the other party thereto may terminate or modify such treaty or agreement by reason of (1) the Transactions, (2) a ratings downgrade of PLICMI below certain minimum ratings issued by a credit rating agency as set forth in the Reinsurance Agreement or (3) a reduction of PLICMI’s Capital and Surplus below a certain level as set forth in the applicable Reinsurance Agreement. Except as set forth in Section 5.15 of the Seller Disclosure Schedule, no ceded Reinsurance Agreement requires PLICMI to retain any risk or liability in connection with Insurance Contracts reinsured thereunder. To the Knowledge of Seller, none of the Reinsurance Agreements is or would be deemed to be finite reinsurance, financial reinsurance or such other form of reinsurance that does not meet the risk transfer requirements under applicable Law. Section 5.15 of the Seller Disclosure Schedule sets forth a list of all Liens, collateral or security arrangements, including by means of a credit for reinsurance trust or letter of credit, to or for the benefit of any cedent disputes under any Reinsurance AgreementContract. With respect Each Reinsurance Contract is evidenced by a signed agreement or treaty. Each Sagicor Insurance Entity is in compliance, in all material respects, with all applicable Law relating to any reinsurance. Each Sagicor Insurance Contracts reinsured in whole or in part under any ceded Reinsurance Agreement, the underwriting standards and guidelines utilized and rates and rating factors applied by PLICMI conform Entity has performed in all material respects all of the obligations required to be performed by it and is entitled to all material benefits under the Reinsurance Contracts to which it is a party. Each Sagicor Insurance Entity is entitled to take the amount of credit claimed in its Sagicor Statements pursuant to applicable Laws for all reinsurance and coinsurance ceded by it pursuant to any Reinsurance Contract. All of the Reinsurance Contracts will be given effect to as bona fide reinsurance treaties, with real transfer of risk for all accounting, Tax, regulatory and actuarial purposes. No side agreements or letters exist that alter any terms of any Reinsurance Contracts in any material respect. In the last three (3) years, there has been no material change, including cancellation, commutation, recapture or re-pricing, to any Reinsurance Contract. Except as disclosed in Section 3.14 of the Sagicor Disclosure Schedule, to the standardsKnowledge of Sagicor, rates and rating factors required pursuant there are no circumstances or events which are likely to lead to the terms cancellation or suspension of any Reinsurance Contract or to the termination of any such Reinsurance Agreement, except where Contract at a date earlier than the failure to utilize such standards or guidelines or apply such rates or rating factors would not permit the assuming reinsurer to deny coverage for, force the recapture of, or date otherwise terminate with respect to, a substantial portion of the liabilities ceded provided under such Reinsurance AgreementContract.

Reinsurance. Section 5.15 of Except as individually or in the Seller Disclosure Schedule sets forth a complete aggregate, is not and correct list of all reinsurance agreements would not be reasonably expected to which PLICMI is a partybe, other than any such reinsurance agreement under which PLICMI is (a) the ceding company and (b) has gross ceded Reserves (calculated in accordance with SAP) of $1,000,000 or less as of December 31, 2018 (each, a “Reinsurance Agreement”). Seller has made available to Buyer a true and correct copy of each Reinsurance Agreement in effect as of the date hereof. Each Reinsurance Agreement is a legal, valid and binding obligation of PLICMI and, material to the Knowledge of SellerCompany and the Company Insurance Subsidiaries, each other party theretotaken as a whole, and is enforceable against PLICMI(A) since January 1, and2019, to neither the Knowledge of Seller, 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 limitations imposed by general equitable principles (whether or not such enforceability is considered in a proceeding at law or in equity)). Neither PLICMI nor, to the Knowledge of Seller, Company nor any of the other parties to Company Insurance Subsidiary has received any Reinsurance Agreement is in material default or material breach or has failed to perform any material obligation under any such reinsurance treaty or agreement, and, to the Knowledge of Seller, 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). PLICMI has not received or given any written 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. No applicable reinsurer under any Reinsurance Agreement has sought to deny or limit coverage under any Reinsurance Agreement. All reinsurance premiums due under any such Reinsurance Agreements pursuant to which PLICMI cedes risk to a reinsurer have been paid in full or were adequately accrued or reserved for by PLICMI. Except as set forth in Section 5.15 of the Seller Disclosure Schedule, there are no pending or, to the Knowledge of Seller, threatened Actions with respect to any Reinsurance Agreement. As of the date hereof, no party to any Reinsurance Agreement has given written notice that remains in effect (i) of cancellation, termination (provisional or otherwise) or recapture in respect of any Reinsurance Agreement; (ii) that any amount of reinsurance ceded by the Company or assumed by PLICMI pursuant such Company Insurance Subsidiary, as applicable, to an Reinsurance Agreement such counterparty will be uncollectible or otherwise defaulted upon or upon, (iiiB) that there is a dispute that is unresolved with respect to any material amounts recoverable or payable by PLICMI pursuant to such Reinsurance Agreement. PLICMI is entitled to take credit in its Financial Statements pursuant to applicable Insurance Laws for all reinsurance, coinsurance or excess insurance ceded pursuant to any Reinsurance Agreements to which it is a party. Neither PLICMI nor, to the Knowledge knowledge of Sellerthe Company, (A) any reinsurer under any no party to a Reinsurance Agreement is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, and(C) to the knowledge of the Company, (B) the financial condition of any such reinsurer each party to a Reinsurance Agreement is not impaired to the extent that a default thereunder is reasonably anticipated. There , (D) there are no entitiesno, and since January 1, 2019 there have been no, disputes under any Reinsurance Agreement other than disputes in the Acquired Companiesordinary course for which adequate loss reserves have been established and (E) the Company and each Company Insurance Subsidiary that is party to a Reinsurance Agreement, that have rights to access coverage as applicable, is entitled under any ceded Reinsurance Agreement. Except as set forth applicable insurance laws and SAP to take full reinsurance credit in Section 5.15 of the Seller Disclosure Schedule, no its Statutory Statements for all amounts reflected therein that are recoverable by it pursuant to any Reinsurance Agreement contains any provision providing that PLICMI and the other party thereto may terminate or modify all such treaty or agreement by reason amounts recoverable have been properly recorded in its books and records of account (1if so accounted therefor) the Transactionsand are properly reflected in its Statutory Statements, (2) a ratings downgrade of PLICMI below certain minimum ratings issued by a credit rating agency as set forth and no Governmental Entity has objected in the Reinsurance Agreement or (3) a reduction of PLICMI’s Capital writing to such characterization and Surplus below a certain level as set forth in the applicable Reinsurance Agreementaccounting. Except as set forth in Section 5.15 of the Seller Disclosure Schedule, no ceded Reinsurance Agreement requires PLICMI to retain any risk or liability in connection with Insurance Contracts reinsured thereunder. To the Knowledge of Seller, none None of the Reinsurance Agreements is or would be deemed to be finite reinsurance, financial reinsurance or such other form of reinsurance that does not meet the risk transfer requirements under applicable Law. Section 5.15 of the Seller Disclosure Schedule sets forth a list of all Liens, collateral or security arrangements, including by means of a credit for reinsurance trust or letter of credit, to or for the benefit of any cedent under any Reinsurance Agreement. With respect to any Insurance Contracts reinsured in whole or in part under any ceded Reinsurance Agreement, the underwriting standards and guidelines utilized and rates and rating factors applied by PLICMI conform in all material respects to the standards, rates and rating factors required pursuant to the terms of such Reinsurance Agreement, except where the failure to utilize such standards or guidelines or apply such rates or rating factors would not permit the assuming reinsurer to deny coverage for, force the recapture of, or otherwise terminate with respect to, a substantial portion of the liabilities ceded under such Reinsurance Agreementlaws.

Reinsurance. Section 5.15 of the Seller Disclosure Schedule sets forth a complete and correct list of all Each reinsurance agreements treaty or agreement, slip, binder, cover note or other similar arrangement pursuant to which PLICMI any Protective Insurance Subsidiary cedes premium (the "Protective Reinsurance Contracts") is a party, other than any such reinsurance agreement under which PLICMI is (a) the ceding company and (b) has gross ceded Reserves (calculated in accordance with SAP) of $1,000,000 or less as of December 31, 2018 (each, a “Reinsurance Agreement”). Seller has made available to Buyer a true and correct copy of each Reinsurance Agreement in effect as of the date hereof. Each Reinsurance Agreement is a legal, valid and binding obligation of PLICMI andon the applicable Protective Insurance Subsidiary, and to the Knowledge of SellerProtective, each other party thereto, and is enforceable against PLICMIin full force and effect, and, to the Knowledge of Seller, each other party theretoexcept, in accordance with its terms (except in each case case, as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, fraudulent conveyance reorganization or other similar Laws now or hereafter in effect relating to or affecting creditors’ ' rights generallygenerally and by general principles of equity, and subject except where the failure to the limitations imposed by general equitable principles (whether or not such enforceability is considered in a proceeding at law be valid, binding or in equity))full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Neither PLICMI nor, to the Knowledge of Seller, any None of the other parties to any Reinsurance Agreement is in material default or material breach or has failed to perform any material obligation under any such reinsurance treaty or agreement, and, to the Knowledge of Seller, 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). PLICMI has not 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. No reinsurer under any Reinsurance Agreement has sought to deny or limit coverage under any Reinsurance Agreement. All reinsurance premiums due under any such Reinsurance Agreements pursuant to which PLICMI cedes risk to a reinsurer have been paid in full or were adequately accrued or reserved for by PLICMI. Except as set forth in Section 5.15 of the Seller Disclosure Schedule, there are no pending applicable Protective Insurance Subsidiaries or, to the Knowledge of SellerProtective, threatened Actions with respect any counterparty to any Protective Reinsurance AgreementContract is (with or without notice or lapse of time or both) in default or breach under the terms of such Protective Reinsurance Contract, except where such default or breach, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. As None of the date hereof, no party to any Reinsurance Agreement has given written notice that remains in effect (i) of cancellation, termination (provisional or otherwise) or recapture in respect of any Reinsurance Agreement; (ii) that any amount of reinsurance ceded or assumed by PLICMI pursuant to an Reinsurance Agreement will be uncollectible or otherwise defaulted upon or (iii) that there is a dispute that is unresolved with respect to any material amounts recoverable or payable by PLICMI pursuant to such Reinsurance Agreement. PLICMI is entitled to take credit in its Financial Statements pursuant to applicable Protective Insurance Laws for all reinsurance, coinsurance or excess insurance ceded pursuant to any Reinsurance Agreements to which it is a party. Neither PLICMI norSubsidiaries or, to the Knowledge of SellerProtective, (A) any reinsurer under any Protective Reinsurance Agreement Contract is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, and, (B) proceeding and the financial condition of any such reinsurer is not impaired to the extent that a default thereunder is reasonably anticipated, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. There No notice of intended cancellation has been received by the Protective Insurance Subsidiary from any such reinsurer, and there are no entities, other than the Acquired Companies, that have rights to access coverage disputes under any ceded Protective Reinsurance AgreementContract, except for cancellations or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 5.15 of the Seller Disclosure Schedulewould not reasonably be expected to have a Material Adverse Effect, no Protective Reinsurance Agreement Contract contains any provision providing that PLICMI and the other any party thereto (other than Protective or any Protective Subsidiary) may terminate terminate, cancel or modify such treaty or agreement commute the same by reason of (1) the Transactions, (2) a ratings downgrade of PLICMI below certain minimum ratings issued by a credit rating agency as set forth in the Reinsurance Agreement or (3) a reduction of PLICMI’s Capital and Surplus below a certain level as set forth in the applicable Reinsurance Agreement. Except as set forth in Section 5.15 consummation of the Seller Disclosure Schedule, no ceded Reinsurance Agreement requires PLICMI to retain any risk or liability in connection with Insurance Contracts reinsured thereunder. To the Knowledge of Seller, none of the Reinsurance Agreements is or would be deemed to be finite reinsurance, financial reinsurance or such other form of reinsurance that does not meet the risk transfer requirements under applicable Law. Section 5.15 of the Seller Disclosure Schedule sets forth a list of all Liens, collateral or security arrangements, including by means of a credit for reinsurance trust or letter of credit, to or for the benefit of any cedent under any Reinsurance Agreement. With respect to any Insurance Contracts reinsured in whole or in part under any ceded Reinsurance Agreement, the underwriting standards and guidelines utilized and rates and rating factors applied by PLICMI conform in all material respects to the standards, rates and rating factors required pursuant to the terms of such Reinsurance Agreement, except where the failure to utilize such standards or guidelines or apply such rates or rating factors would not permit the assuming reinsurer to deny coverage for, force the recapture of, or otherwise terminate with respect to, a substantial portion of the liabilities ceded under such Reinsurance AgreementMerger.

Reinsurance. Section 5.15 of the Seller Disclosure Schedule sets forth a complete and correct list of all Each reinsurance agreements treaty or agreement, slip, binder, cover note or other similar arrangement pursuant to which PLICMI any Protective Insurance Subsidiary cedes premium (the “Protective Reinsurance Contracts”) is a party, other than any such reinsurance agreement under which PLICMI is (a) the ceding company and (b) has gross ceded Reserves (calculated in accordance with SAP) of $1,000,000 or less as of December 31, 2018 (each, a “Reinsurance Agreement”). Seller has made available to Buyer a true and correct copy of each Reinsurance Agreement in effect as of the date hereof. Each Reinsurance Agreement is a legal, valid and binding obligation of PLICMI andon the applicable Protective Insurance Subsidiary, and to the Knowledge of SellerProtective, each other party thereto, and is enforceable against PLICMIin full force and effect, and, to the Knowledge of Seller, each other party theretoexcept, in accordance with its terms (except in each case case, as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, fraudulent conveyance reorganization or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generallygenerally and by general principles of equity, and subject except where the failure to the limitations imposed by general equitable principles (whether or not such enforceability is considered in a proceeding at law be valid, binding or in equity))full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Neither PLICMI nor, to the Knowledge of Seller, any None of the other parties to any Reinsurance Agreement is in material default or material breach or has failed to perform any material obligation under any such reinsurance treaty or agreement, and, to the Knowledge of Seller, 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). PLICMI has not 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. No reinsurer under any Reinsurance Agreement has sought to deny or limit coverage under any Reinsurance Agreement. All reinsurance premiums due under any such Reinsurance Agreements pursuant to which PLICMI cedes risk to a reinsurer have been paid in full or were adequately accrued or reserved for by PLICMI. Except as set forth in Section 5.15 of the Seller Disclosure Schedule, there are no pending applicable Protective Insurance Subsidiaries or, to the Knowledge of SellerProtective, threatened Actions with respect any counterparty to any Protective Reinsurance AgreementContract is (with or without notice or lapse of time or both) in default or breach under the terms of such Protective Reinsurance Contract, except where such default or breach, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. As None of the date hereof, no party to any Reinsurance Agreement has given written notice that remains in effect (i) of cancellation, termination (provisional or otherwise) or recapture in respect of any Reinsurance Agreement; (ii) that any amount of reinsurance ceded or assumed by PLICMI pursuant to an Reinsurance Agreement will be uncollectible or otherwise defaulted upon or (iii) that there is a dispute that is unresolved with respect to any material amounts recoverable or payable by PLICMI pursuant to such Reinsurance Agreement. PLICMI is entitled to take credit in its Financial Statements pursuant to applicable Protective Insurance Laws for all reinsurance, coinsurance or excess insurance ceded pursuant to any Reinsurance Agreements to which it is a party. Neither PLICMI norSubsidiaries or, to the Knowledge of SellerProtective, (A) any reinsurer under any Protective Reinsurance Agreement Contract is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, and, (B) proceeding and the financial condition of any such reinsurer is not impaired to the extent that a default thereunder is reasonably anticipated, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. There No notice of intended cancellation has been received by the Protective Insurance Subsidiary from any such reinsurer, and there are no entities, other than the Acquired Companies, that have rights to access coverage disputes under any ceded Protective Reinsurance AgreementContract, except for cancellations or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 5.15 of the Seller Disclosure Schedulewould not reasonably be expected to have a Material Adverse Effect, no Protective Reinsurance Agreement Contract contains any provision providing that PLICMI and the other any party thereto (other than Protective or any Protective Subsidiary) may terminate terminate, cancel or modify such treaty or agreement commute the same by reason of (1) the Transactions, (2) a ratings downgrade of PLICMI below certain minimum ratings issued by a credit rating agency as set forth in the Reinsurance Agreement or (3) a reduction of PLICMI’s Capital and Surplus below a certain level as set forth in the applicable Reinsurance Agreement. Except as set forth in Section 5.15 consummation of the Seller Disclosure Schedule, no ceded Reinsurance Agreement requires PLICMI to retain any risk or liability in connection with Insurance Contracts reinsured thereunder. To the Knowledge of Seller, none of the Reinsurance Agreements is or would be deemed to be finite reinsurance, financial reinsurance or such other form of reinsurance that does not meet the risk transfer requirements under applicable Law. Section 5.15 of the Seller Disclosure Schedule sets forth a list of all Liens, collateral or security arrangements, including by means of a credit for reinsurance trust or letter of credit, to or for the benefit of any cedent under any Reinsurance Agreement. With respect to any Insurance Contracts reinsured in whole or in part under any ceded Reinsurance Agreement, the underwriting standards and guidelines utilized and rates and rating factors applied by PLICMI conform in all material respects to the standards, rates and rating factors required pursuant to the terms of such Reinsurance Agreement, except where the failure to utilize such standards or guidelines or apply such rates or rating factors would not permit the assuming reinsurer to deny coverage for, force the recapture of, or otherwise terminate with respect to, a substantial portion of the liabilities ceded under such Reinsurance AgreementMerger.

Reinsurance. Section 5.15 3.19 of the Seller Disclosure Schedule sets forth a complete and correct list list, as of all reinsurance agreements to which PLICMI is a partythe date of this Agreement, other than any such reinsurance agreement under which PLICMI is of (a) all treaties, agreements, slips, binders, cover notes or other similar arrangements of assumed and ceded reinsurance of each Company with respect to the ceding company conduct of the Business and under which there remains any outstanding liability or reinsurance recoverable (such treaties, agreements, slips, binders, cover notes or other arrangements, the “Reinsurance Agreements”) and (b) has gross ceded Reserves (calculated in accordance with SAP) of $1,000,000 or less as of December 31, 2018 (each, a “all pending Actions related to any Reinsurance Agreement”). Seller has made available to Buyer a true and correct copy Copies of each Reinsurance Agreement in effect (including any amendments thereof) have been delivered by the Seller to the Acquiror as of the date hereof. Each The Reinsurance Agreements are in full force and effect in accordance with their terms. Neither Company has breached any material provision of any Reinsurance Agreement is a legal, valid and binding obligation of PLICMI and, or failed to meet the underwriting standards required for any business reinsured thereunder. To the Knowledge of Seller, each no other party thereto, and is enforceable against PLICMI, and, to the Knowledge of Seller, 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 limitations imposed by general equitable principles (whether or not such enforceability is considered in a proceeding at law or in equity)). Neither PLICMI nor, to the Knowledge of Seller, any of the other parties to any Reinsurance Agreement is in material default or material breach or has failed to perform any material obligation under any such reinsurance treaty or agreement, and, to the Knowledge of Seller, 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). PLICMI has not received or given any notice from any thereunder and no other party to any Reinsurance Agreement of any dispute or default with respect to such Reinsurance Agreement or notice of termination, recapture, rescission or acceleration. No reinsurer under any Reinsurance Agreement has sought to deny or limit coverage under any Reinsurance Agreement. All reinsurance premiums due under any such Reinsurance Agreements pursuant to which PLICMI cedes risk to a reinsurer have been paid in full or were adequately accrued or reserved for by PLICMI. Except as set forth in Section 5.15 of the Seller Disclosure Schedule, there are no pending or, to the Knowledge of Seller, threatened Actions with respect to any Reinsurance Agreement. As of the date hereof, no party to any Reinsurance Agreement has given written notice that remains in effect (i) of cancellation, termination (provisional or otherwise) or recapture in respect of any Reinsurance Agreement; (ii) that any amount of reinsurance ceded or assumed by PLICMI pursuant to an Reinsurance Agreement will be uncollectible or otherwise defaulted upon or (iii) that there is a dispute that is unresolved with respect to any material amounts recoverable or payable by PLICMI pursuant to such Reinsurance Agreement. PLICMI is entitled to take credit in its Financial Statements pursuant to applicable Insurance Laws for all reinsurance, coinsurance or excess insurance ceded pursuant to any Reinsurance Agreements to which it is a party. Neither PLICMI nor, to the Knowledge of Seller, (A) any reinsurer under any Reinsurance Agreement is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, and, (B) . None of the Seller or its Affiliates has received any notice to the effect that the financial condition of any such reinsurer other party to any Reinsurance Agreement is not impaired to with the extent result that a default thereunder is may reasonably be anticipated, whether or not such default may be cured by the operation of any offset clause in such agreement. There are With respect to each Reinsurance Agreement, (i) there has been no entities, separate agreement between any Company and any other than the Acquired Companies, party to such Reinsurance Agreement that have rights to access coverage would under any ceded circumstances reduce, limit, mitigate or otherwise affect any actual or potential loss to the parties under any such Reinsurance Agreement, (ii) for each such Reinsurance Agreement for which risk transfer is not reasonably considered to be self-evident to the extent required by any applicable provisions of Statement of Statutory Accounting Principal No. Except as set forth in Section 5.15 61R or similar principal (“SSAP No. 61R”), applicable SAP or any applicable Law, documentation concerning the economic intent of the Seller Disclosure Schedule, no Reinsurance Agreement contains any provision providing that PLICMI transaction and the other party thereto may terminate or modify such treaty or agreement risk transfer analysis evidencing the proper accounting treatment is available for review by reason of the relevant Governmental Authority for the Company, (1iii) the TransactionsCompany that is a party thereto, (2) a ratings downgrade of PLICMI below certain minimum ratings issued by a credit rating agency as set forth in the Reinsurance Agreement or (3) a reduction of PLICMI’s Capital and Surplus below a certain level as set forth in the applicable Reinsurance Agreement. Except as set forth in Section 5.15 of the Seller Disclosure Schedule, no ceded Reinsurance Agreement requires PLICMI to retain any risk or liability in connection with Insurance Contracts reinsured thereunder. To the Knowledge of Seller, none of any other party thereto, complies and has complied with all applicable requirements set forth in SSAP No. 61R, applicable SAP and applicable Law with respect to such Reinsurance Agreement and (iv) the Reinsurance Agreements is or would be deemed Company has appropriate controls in place to be finite reinsurance, financial reinsurance or such other form monitor the use of reinsurance that does not meet and comply with the risk transfer requirements under provisions of SSAP No. 61R, applicable SAP and applicable Law. Section 5.15 of the Seller Disclosure Schedule sets forth a list of all Liens, collateral or security arrangements, including by means of a credit for reinsurance trust or letter of credit, to or for the benefit of any cedent under any Reinsurance Agreement. With respect to any Insurance Contracts reinsured in whole or in part under any ceded Reinsurance Agreement, the underwriting standards and guidelines utilized and rates and rating factors applied by PLICMI conform in all material respects to the standards, rates and rating factors required pursuant to the terms of such Reinsurance Agreement, except where the failure to utilize such standards or guidelines or apply such rates or rating factors would not permit the assuming reinsurer to deny coverage for, force the recapture of, or otherwise terminate with respect to, a substantial portion of the liabilities ceded under such Reinsurance Agreement.