Common use of Insurance Contracts Clause in Contracts

Insurance Contracts. (a) All insurance policy benefits payable by Sellers under the Insurance Contracts pursuant to claims which have been filed with any of them have, in all material respects, been paid in accordance with the terms of the Insurance Contracts and applicable provisions of state law and the Federal Crop Insurance Programs under which they arose, are being processed in the ordinary course of Sellers' business or are in dispute under circumstances which Sellers believe constitute a reasonable basis to contest payment; (b) The underwriting standards utilized and ratings applied with respect to the Business by Sellers and by any other entity that is a party to or bound by any Reinsurance Contracts, including the MPCI Quota Share Contract effective July 1, 1997 issued to Continental Casualty Company by IGF and the MPCI Quota Share Agreement effective July 1, 1997 issued to IGF by Continental Casualty Company, conform in all material respects to industry accepted practices and the standards and ratings required pursuant to the terms of such respective Reinsurance Contracts; (c) Except as set forth in Schedule 3.18, each Agent, at the time such Agent wrote, sold or produced any MPCI Policies or any Crop Hail Policies for IGF, was duly appointed by IGF and, to Sellers' Knowledge, was duly licensed as an insurance agent (for the type of business written, sold or produced by such Agent) in the particular jurisdiction in which such Agent wrote, sold or produced such business; (d) To Sellers' Knowledge, no Agent has violated (or with or without notice or lapse of time or both, would have violated) any term or provision of any law, regulation or any writ, judgment, decree, injunction or similar order applicable to the writing, sale or production of the Business, except where such violation would not have a material adverse effect on the Business; (e) All Insurance Contracts have been issued, to the extent required under applicable law, on forms approved by the FCIC or the insurance regulatory authority of the state where issued or, to the extent required by applicable law, have been filed with and not objected to by such authority within the period provided for objections; and any premium rates with respect to the Business required to be filed with or approved by insurance regulatory authorities have been so filed or approved and premiums charged conform thereto in all material respects.

Insurance Contracts. (a) All insurance policy benefits payable by Sellers under the The forms of Insurance Contracts pursuant available for issuance by the Insurers, and to claims the extent practicable the states in which have been filed with any of them havesuch forms are authorized for issuance, on the date hereof are listed on SCHEDULE 1.2. All Insurance Contracts as now in force are in all material respects, to the extent required under applicable Law, on forms (including any actuarial memoranda or supporting documentation) and with Premium rates that have been paid approved by applicable insurance regulatory authorities or that have been filed and not objected to by such authorities within the period provided for objection, and such forms and Premium rates comply in accordance all respects with the terms of insurance Laws applicable thereto, except where the Insurance Contracts and applicable provisions of state law and failure to have such approval or non-objection or the Federal Crop Insurance Programs under which they arosefailure to so comply could not, are being processed individually or in the ordinary course of Sellers' business or are in dispute under circumstances which Sellers believe constitute aggregate, reasonably be likely to have a reasonable basis to contest payment;Seller Material Adverse Effect. (b) The underwriting standards utilized At the time any Insurer paid Commissions to any broker, agent, producer or similar sales representative within the past thirty-six months in connection with the sale of Insurance Contracts, each such broker, agent, producer or other sales representative was duly licensed as an insurance broker, agent, producer or sales representative (for the type of business sold by such broker, agent, producer or sales representative) in the particular jurisdiction in which such broker, agent, producer or sales representative sold such business for such Insurer, and ratings applied with respect no such broker, agent, producer or sales representative violated any federal, state, local or foreign Law applicable to the Business by Sellers and by any other entity that is a party to or bound by any Reinsurance ContractsBusiness, including the MPCI Quota Share Contract effective July 1, 1997 issued to Continental Casualty Company by IGF and the MPCI Quota Share Agreement effective July 1, 1997 issued to IGF by Continental Casualty Company, conform except in all material respects cases under this Section 3.12(b) where the failure to industry accepted practices and be so licensed or any such violation could not, individually or in the standards and ratings required pursuant aggregate, reasonably be likely to the terms of such respective Reinsurance Contracts;have a Seller Material Adverse Effect. (c) Except as set forth in Schedule 3.18on SCHEDULE 3.12, each Agent, at no Insurance Contract entitles the time such Agent wrote, sold or produced any MPCI Policies holder thereof or any Crop Hail Policies for IGFother Person to receive dividends, was duly appointed by IGF and, to Sellers' Knowledge, was duly licensed as an insurance agent (for distributions or other benefits based on the type revenues or earnings of business written, sold or produced by such Agent) in any of the particular jurisdiction in which such Agent wrote, sold or produced such business;Insurers. (d) To Sellers' KnowledgeExcept as set forth on SCHEDULE 3.12, there are no Agent has violated (contracts, agreements, commitments or with arrangements to which any Seller Party is a party, or without notice or lapse of time or bothwhich is binding upon any Seller Party, would have violated) any term or provision that restrict the right of any lawSeller Party to change the crediting rates and other non-guaranteed elements under the Insurance Contracts, regulation or any writ, judgment, decree, injunction or similar order applicable other than pursuant to the writing, sale or production terms of the Business, except where such violation would not have a material adverse effect on the Business;Insurance Contracts. (e) All Insurance Contracts have been issued, were issued in conformity in all material respects with the applicable Insurer's underwriting standards. With respect to the extent required under applicable lawInsurance Contracts that are reinsured or retroceded in whole or in part, on forms approved by the FCIC or the insurance regulatory authority of the state where issued or, such Insurance Contracts conform in all material respects to the extent required by applicable lawstandards agreed to with reinsurers in the related reinsurance, have been filed with and not objected retrocession or other similar Contracts other than such deviations that are immaterial individually or in the aggregate. (f) Fortis has made available to by such authority within the period provided for objections; and any premium rates Buyers all material correspondence with respect to the Business required to be filed with or approved by between any Seller Party and any Governmental Authority, including, but not limited to, all state insurance regulatory authorities regarding any material violation of Laws within the last two years. (i) to the extent that any Insurer is legally responsible therefor, (A) the terms of each Qualified Contract and the administration and operation thereof and of any plan or arrangement funded in whole or in part through any such Qualified Contract comply, and at all relevant times have been so filed or approved and premiums charged conform thereto complied, in all material respectsrespects with the applicable provisions of the Code and ERISA and (to the extent such plan is intended by the Insurance Contract holder to limit fiduciary responsibility in accordance with section 404(c) of ERISA) comply, and at all relevant times have complied, in all material respects with all applicable requirements for limiting fiduciary responsibility under section 404(c) of ERISA; (B) contributions or payments to each such Qualified Contract that are intended to be nontaxable are not taxable; and (C) plan or contract loans made under such Qualified Contracts were neither prohibited transactions nor taxable when made or at any time thereafter, except with respect to taxable defaults in repayment of such plan or contracts loans; and (ii) no Insurer is legally responsible for testing, determining or otherwise ensuring compliance under Sections 401(a), 401(k), 401(m), 403(a), 403(b), 408, 415 and 457 of the Code or otherwise administering or providing administrative services of any nature to any plan or arrangement funded in whole or in part through any such Qualified Contract.

Insurance Contracts. To the knowledge of FUMIC: (ai) All insurance policy benefits payable by Sellers under the Insurance Contracts insurance contracts issued by FUMIC pursuant to claims which have been filed with any of them have, in all material respects, been paid in accordance with the terms of the Insurance Contracts and applicable provisions of state law and the Federal Crop Insurance Programs insurance contracts under which they arose, are being processed in the ordinary course of Sellers' FUMIC’s business or are in dispute under circumstances dispute, except for such benefits for which Sellers believe constitute FUMIC believes there is a reasonable basis to contest payment;. (bii) No outstanding insurance contract issued, reinsured or underwritten by FUMIC entitles the holder thereof or any other person or entity to receive dividends, distributions or other benefits based on the revenues or earnings of FUMIC or any other entity, other than distributions or dividends declared by FUMIC’s Board of Directors. (iii) The underwriting standards utilized and ratings applied with respect to the Business by Sellers and by any other entity that is a party to or bound by any Reinsurance Contracts, including the MPCI Quota Share Contract effective July 1, 1997 issued to Continental Casualty Company by IGF and the MPCI Quota Share Agreement effective July 1, 1997 issued to IGF by Continental Casualty Company, FUMIC conform in all material respects to industry accepted practices and the standards and ratings required pursuant to the terms of such the respective Reinsurance Contracts;reinsurance, coinsurance or other similar contracts. (civ) Except as set forth in Schedule 3.18To the knowledge of FUMIC, each Agentagent, at the time such Agent agent wrote, sold or produced any MPCI Policies or any Crop Hail Policies the business for IGF, was duly appointed by IGF and, to Sellers' KnowledgeFUMIC, was duly licensed as an insurance agent (for the type of business written, sold or produced by such Agentagent) in the particular jurisdiction in which such Agent agent wrote, sold or produced such business; (d) To Sellers' Knowledge, no Agent has violated (or with or without notice or lapse of time or both, would have violated) any term or provision of any law, regulation or any writ, judgment, decree, injunction or similar order applicable to the writing, sale or production of the Business, except where the failure to have such violation license would not have a material adverse effect on the Business;FUMIC. (ea) All Insurance Contracts insurance contracts have been issued, to the extent required under applicable law, on forms approved by the FCIC or the insurance regulatory authority of the state or jurisdiction where issued or, to the extent required by applicable law, have been filed with and not objected to by such authority within the period for provided for objections; and and (b) any premium rates with respect to the Business business required to be filed with or approved by insurance regulatory authorities have been so filed or approved and premiums charged conform thereto in all material respectsrespects except for such noncompliance, violation or failure which, individually or in the aggregate could not reasonably be expected to have a material adverse effect on FUMIC.

Insurance Contracts. (a) All insurance To the extent required under Applicable Law, all policy benefits payable by Sellers under the forms and rates on which in force Insurance Contracts pursuant to claims were issued, and all endorsements, riders, applications, marketing materials, brochures, illustrations and certificates pertaining thereto, are on forms approved by the applicable Insurance Regulator or which have been filed and not objected to by such Insurance Regulator within the period provided for objection and all such policy forms and rates comply in all material respects with Applicable Law, in each case except as would not reasonably be expected to result in a material violation of Applicable Law by, or a material fine on, the Company, Seller or any of them haveits Affiliates. No material deficiencies have been asserted by any Governmental Entity with respect to any such filings which have not been cured or otherwise resolved. (b) Since December 31, 2014, all benefits due and payable, or required to be credited, by or on behalf of the Company or any Affiliate of Seller, on Insurance Contracts, as applicable, in force on such dates have in all material respects been paid or credited, as the case may be, in accordance with the terms of such Insurance Contracts under which they arose, and such payments or credits were not materially delinquent, except for such claims for which the Company or any Affiliate of Seller, as applicable, believed there was a reasonable basis to contest payment. (c) Since December 31, 2014, the Insurance Contracts have been marketed, sold, issued and administered in compliance, in all material respects, been paid in accordance with the terms Applicable Law. (d) As of the Insurance Contracts and applicable provisions of state law and date hereof, there are no material unpaid claims or assessments made against the Federal Crop Insurance Programs under which they aroseCompany or, are being processed in the ordinary course of Sellers' business or are in dispute under circumstances which Sellers believe constitute a reasonable basis to contest payment; (b) The underwriting standards utilized and ratings applied with respect to the Business by Sellers and Business, Seller or any of its Affiliates, by any other entity state insurance guaranty associations or similar organizations in connection with such association’s insurance guaranty fund. (e) Since December 31, 2014, each Insurance Contract that is a party security has been (i) offered and sold, and all purchase payments under such Insurance Contracts have been received, pursuant to an effective registration statement under the Securities Act or bound by (ii) offered and sold in reasonable reliance upon an applicable exemption from the registration and prospectus delivery requirements of the Securities Act. (f) Since December 31, 2014, each private placement memorandum, prospectus, offering document, sales brochure, sales literature or advertising material, as amended or supplemented, relating to any Reinsurance ContractsInsurance Contract or any Separate Account, including the MPCI Quota Share Contract effective July 1as of their respective mailing dates or dates of use, 1997 issued to Continental Casualty Company by IGF and the MPCI Quota Share Agreement effective July 1, 1997 issued to IGF by Continental Casualty Company, conform complied in all material respects to industry accepted practices and the standards and ratings required pursuant to the terms of with Applicable Law, except for such respective Reinsurance Contracts; (c) Except non-compliance as set forth in Schedule 3.18would not, each Agent, at the time such Agent wrote, sold individually or produced any MPCI Policies or any Crop Hail Policies for IGF, was duly appointed by IGF and, to Sellers' Knowledge, was duly licensed as an insurance agent (for the type of business written, sold or produced by such Agent) in the particular jurisdiction in which such Agent wroteaggregate, sold or produced such business; (d) To Sellers' Knowledge, no Agent has violated (or with or without notice or lapse of time or both, would have violated) any term or provision of any law, regulation or any writ, judgment, decree, injunction or similar order applicable reasonably be expected to the writing, sale or production of the Business, except where such violation would not have a be material adverse effect on the Business; (e) All Insurance Contracts have been issued, to the extent required under applicable law, on forms approved by the FCIC or the insurance regulatory authority of the state where issued or, to the extent required by applicable law, have been filed with and not objected to by such authority within the period provided for objections; and any premium rates with respect to the Business or the Acquired Companies, taken as a whole. Since December 31, 2014, all advertising or marketing materials relating to any Insurance Contract that were required to be filed with FINRA or approved by insurance regulatory authorities any other Governmental Entity have been so timely filed therewith, except for any failure to file as would not, individually or approved and premiums charged conform thereto in all the aggregate, reasonably be expected to be material respectsto the Business or the Acquired Companies, taken as a whole.

Insurance Contracts. (a) All Except as set forth on Section 3.15(a) of the Company Disclosure Schedule: (i) Since January 1, 2019, all insurance policy benefits payable by Sellers under the forms on which Insurance Contracts pursuant were issued, and any and all amendments, applications, marketing materials, brochures, illustrations and certificates pertaining thereto, where required by applicable Law to claims which have been approved by or filed with any Governmental Authority prior to the date hereof, are and have been filed with any or approved by all applicable Governmental Authorities, or filed with and not objected to by such Governmental Authorities within the period provided by applicable Law for objection. Except as indicated in Section 3.15(a) of them havethe Company Disclosure Schedule, all such forms comply in all material respectsrespects with, and have been administered in all material respects in accordance with, applicable Law. All premium rates and rating plans with respect to Insurance Contracts and all amendments pertaining to, where required to be filed with or approved by any Governmental Authority prior to the date hereof have been so filed or approved or filed with and not objected to by such Governmental Authority within the time period provided by applicable Law for objection, and the premiums charged by the Insurance Subsidiaries conform in all material respects thereto and are consistent therewith and comply with all applicable Laws. The Insurance Subsidiaries have made available to the Investor true and complete copies of a representative sample of its policy forms, including in respect of U.S. contractual liability insurance policies, that (A) are currently used a Group Company, (B) have been used by an Insurance Subsidiary for business which is still in force and (C) in either of case (A) or (B), represent a material portion of the business of the Insurance Subsidiaries (taken as a whole). (ii) Since January 1, 2019, all claims due and payable by or on behalf of any Insurance Subsidiary on Insurance Contracts have been paid in all material respects in accordance with the terms of the Insurance Contracts and applicable provisions of state law and the Federal Crop Insurance Programs under which they arose, are being processed in except for such exceptions for which the ordinary course of Sellers' business Company or are in dispute under circumstances which Sellers believe constitute the applicable Subsidiary believes there is a reasonable basis to contest payment;. (iii) Each Group Company is, and since January 1, 2019 has been, in compliance with all applicable Laws regulating the marketing and sale of Insurance Contracts, regulating advertisements, requiring mandatory disclosure of policy information, and prohibiting the use of unfair methods of competition and deceptive acts or practices, and all advertising, promotional and sales materials and other marketing practices used by any Group Company and any agent of any Group Company have complied and are currently in compliance with applicable Law, in each case, in all material respects. (iv) As of the date hereof, there are no material unpaid claims or assessments made against any Insurance Subsidiary by any state insurance guaranty associations or similar organizations in connection with such association’s insurance guarantee fund. Since January 1, 2019, each Insurance Subsidiary has timely paid in all material respects all guaranty fund assessments that have been due, claimed or asserted by, or are the subject of any voluntary contribution commitment to, any state insurance guaranty association or similar organization. (b) The underwriting standards utilized Company has made available to Investor all material information it has obtained and ratings applied with respect of which it is aware following diligent inquiry in relation to the Business by Sellers and by any other entity that is a party current status of the Company’s plans to or bound by any Reinsurance Contracts, including the MPCI Quota Share Contract effective July 1, 1997 issued enable Fortegra Europe Insurance Company Ltd. to Continental Casualty Company by IGF and the MPCI Quota Share Agreement effective July 1, 1997 issued to IGF by Continental Casualty Company, conform in all material respects to industry accepted practices and the standards and ratings required pursuant to the terms of such respective Reinsurance Contracts; (c) Except as set forth in Schedule 3.18, each Agent, at the time such Agent wrote, sold or produced any MPCI Policies or any Crop Hail Policies for IGF, was duly appointed by IGF and, to Sellers' Knowledge, was duly licensed as an conduct insurance agent (for the type of business written, sold or produced by such Agent) in the particular jurisdiction in which such Agent wrote, sold or produced such business; (d) To Sellers' Knowledge, no Agent has violated (or with or without notice or lapse of time or both, would have violated) any term or provision of any law, regulation or any writ, judgment, decree, injunction or similar order applicable to United Kingdom following the writing, sale or production expiry of the Business, except where such violation would not have a material adverse effect on the Business; (e) All Insurance Contracts have been issued, to the extent required under applicable law, on forms approved by the FCIC or the insurance regulatory authority of the state where issued or, to the extent required by applicable law, have been filed with and not objected to by such authority within the period provided for objections; and any premium rates with respect to the Business required to be filed with or approved by insurance regulatory authorities have been so filed or approved and premiums charged conform thereto in all material respectsTemporary Permissions Regime.

Insurance Contracts. (ai) All insurance policy benefits payable by Sellers under the Insurance Contracts insurance contracts issued by Arkansas pursuant to claims which have been filed with any of them made against such insurance contracts have, in all material respects, been paid in accordance with the terms of the Insurance Contracts and applicable provisions of state law and the Federal Crop Insurance Programs insurance contracts under which they arose, are being processed in the ordinary course of Sellers' Arkansas’s business or are in dispute under circumstances dispute, except for such benefits as to which Sellers believe constitute Arkansas believes there is a reasonable basis to contest payment;. (bii) No outstanding insurance contract issued, reinsured or underwritten by Arkansas entitles the holder thereof or any other person or entity to receive dividends, distributions or other benefits based on the revenues or earnings of Arkansas or any other entity, other than those dividends and distributions which are declared by Arkansas’s Board of Directors. (iii) The underwriting standards utilized and ratings applied with respect to the Business by Sellers and by any other entity that is a party to or bound by any Reinsurance Contracts, including the MPCI Quota Share Contract effective July 1, 1997 issued to Continental Casualty Company by IGF and the MPCI Quota Share Agreement effective July 1, 1997 issued to IGF by Continental Casualty Company, Arkansas conform in all material respects to the industry accepted practices and the standards and ratings required pursuant to the terms of such the respective Reinsurance Contracts;reinsurance, coinsurance or other similar contracts, have been filed and approved by the Department, to the extent required by applicable law, and not objected to by the Department within the period provided for objections. (civ) Except only as set forth in disclosed on Schedule 3.185.1(w), each Agent, at the time such Agent agent wrote, sold or produced any MPCI Policies or any Crop Hail Policies the business for IGF, was duly appointed by IGF and, to Sellers' KnowledgeArkansas, was duly licensed as an insurance agent (for the type of business written, sold or produced by such Agent) in the particular jurisdiction in which such Agent wrote, sold or produced such business;, (dv) To Sellers' Knowledge, no Agent has Arkansas’s insurance agents have not violated (or with or without notice or lapse of time or both, would have violated) any term or provision of any law, regulation or any writ, judgment, decree, injunction or similar order applicable to the writing, sale or production of the Business, except where such violation would not have a material adverse effect on the Business;Arkansas’s business. (ea) All Insurance Contracts insurance contracts have been issued, to the extent required under applicable law, on forms approved by the FCIC or the insurance regulatory authority of the state or jurisdiction where issued or, to the extent required by applicable law, have been filed with and not objected to by such authority within the period provided for objections; and (b) any premium rates with respect to the Business business required to be filed with or approved by insurance regulatory authorities have been so filed or approved and premiums charged conform thereto in all material respectsrespects except for such noncompliance, violation or failure which, individually or in the aggregate could not reasonably be expected to have a material adverse effect on Arkansas.

Insurance Contracts. The forms of all policies, binders, slips, certificates and endorsements utilized for the In Force Insurance Contracts of the Company that are currently available for sale by the Company (the "Insurance Forms") are listed in SECTION 3.12(A)(1) of the Seller Disclosure Memorandum, and Seller has provided to Purchaser correct and complete copies of all such forms. The Insurance Forms have been approved by applicable Insurance Authorities or have been filed and not objected to by such Insurance Authorities within the period provided for objection, and such Insurance Forms comply in all material respects and have been administered in all material respects in accordance with applicable Law, except as described in SECTION 3.12(A)(2) of the Seller Disclosure Memorandum. Except as described in SECTION 3.12(A)(3) of the Seller Disclosure Memorandum, the terms of substantially all Commission Contracts that the Company is currently using (including, without limitation, the amounts of payments required by the Company thereunder) are reasonable and customary for the preneed life insurance industry. Without limiting the foregoing: (a) All insurance policy benefits payable by Sellers under Except as set forth in SECTION 3.12(A)(4) of the Seller Disclosure Memorandum, since January 1, 1995, the Company has offered and sold each In Force Insurance Contracts pursuant to claims which have been filed with any of them have, Contract in compliance in all material respects, been paid in accordance respects with the terms all applicable Laws and all of the Company's registrations, filings or submissions made by it with respect to the In Force Insurance Contracts and with any Governmental Authority were in material compliance with applicable provisions of state law and the Federal Crop Insurance Programs under which they arose, are being processed in the ordinary course of Sellers' business or are in dispute under circumstances which Sellers believe constitute a reasonable basis to contest payment;Laws when filed. (b) The underwriting standards utilized transactions contemplated by this Agreement or the Transaction Agreements will not materially affect the validity and ratings applied with respect binding character of any In Force Insurance Contract entered into or issued by the Company or render any admitted assets of the Company non-admitted under applicable Laws up to and including the Business Closing Date. (c) All In Force Insurance Contract benefits payable by Sellers the Company, and to Seller's Knowledge, by any other entity Person that is a party to or bound by any Reinsurance Contracts, including Contract with the MPCI Quota Share Contract effective July 1, 1997 issued to Continental Casualty Company by IGF and the MPCI Quota Share Agreement effective July 1, 1997 issued to IGF by Continental Casualty Company, have been paid in accordance with the terms of the In Force Insurance Contracts under which they arose, except for such benefits of which there is, in the reasonable opinion of the Company, a reasonable basis to contest (or the Company is reviewing whether there exists a reasonable basis to contest). (d) Except as disclosed in SECTION 3.12(D) of the Seller Disclosure Memorandum, (i) no In Force Insurance Contract issued, reinsured or underwritten by the Company entitles the holder thereof or any other Person to receive dividends, distributions or other benefits based on the revenues or earnings of the Company or any other Person (other than insurance agents entitled to commissions based on the Company's insurance premiums), and (ii) there are no participating In Force Insurance Contracts. (e) To Seller's Knowledge, the underwriting standards utilized and ratings applied by the Company conform in all material respects to industry accepted practices and the standards and ratings required pursuant to the terms of such respective Reinsurance Contracts;practices. (cf) Except as set forth in Schedule 3.18To Seller's Knowledge, each Agent, at substantially all of the time such Agent producers who wrote, sold or produced any MPCI Policies or any Crop Hail Policies for IGF, was duly appointed by IGF and, to Sellers' Knowledge, was an In-Force Insurance Contract were duly licensed as an insurance agent agents (for the type of business written, sold or produced by such Agentproducers) in the particular jurisdiction in which such Agent producers wrote, sold or produced such business;contract. (dg) To Sellers' Knowledge, no Agent has violated (or with or without notice or lapse of time or both, would have violatedExcept as disclosed in SECTION 3.12(G) any term or provision of any law, regulation or any writ, judgment, decree, injunction or similar order applicable to the writing, sale or production of the BusinessSeller Disclosure Memorandum, except where such violation would not have a material adverse effect on substantially all of the Business;In Force Life Insurance Contracts issued to U.S. residents after December 31, 1984 qualify as life insurance contracts under Section 7702 of the Tax Code. (eh) All Insurance The Commission Contracts have been issued, to constitute the extent required under applicable law, on forms approved by the FCIC or the insurance regulatory authority only Liabilities of the state where issued or, to the extent required by applicable law, have been filed with and not objected to by such authority within the period provided for objections; and any premium rates Company with respect to payment of commissions relating to the Business required In Force Insurance Contracts. The Company is not in material violation of its obligation to be filed with or approved pay commissions under any Commission Contract. (i) As of the date of this Agreement, the Company is assigned a rating of B++ by insurance regulatory authorities have been so filed or approved and premiums charged conform thereto in all material respects.A.M. Best Company, Inc.

Insurance Contracts. (a) All insurance policy benefits payable by Sellers under the The forms of Insurance Contracts pursuant to claims which have been filed with any of them haveavailable for issuance, in all material respects, been paid in accordance with the terms of the Insurance Contracts and applicable provisions of state law and the Federal Crop Insurance Programs under which they arose, are being processed in the ordinary course of Sellers' business or are in dispute under circumstances which Sellers believe constitute a reasonable basis to contest payment; (b) The underwriting standards utilized and ratings applied with respect to the Business by Sellers and by any other entity that is a party to or bound by any Reinsurance Contracts, including the MPCI Quota Share Contract effective July 1, 1997 issued to Continental Casualty Company by IGF and the MPCI Quota Share Agreement effective July 1, 1997 issued to IGF by Continental Casualty Company, conform in all material respects to industry accepted practices and the standards and ratings required pursuant to the terms of such respective Reinsurance Contracts; (c) Except as set forth in Schedule 3.18, each Agent, at the time such Agent wrote, sold or produced any MPCI Policies or any Crop Hail Policies for IGF, was duly appointed by IGF and, to Sellers' Knowledge, was duly licensed as an insurance agent (for the type of business written, sold or produced by such Agent) in the particular jurisdiction states in which such Agent wroteforms are authorized for issuance, sold or produced such business; (d) To Sellers' Knowledge, no Agent has violated (or with or without notice or lapse of time or both, would have violated) any term or provision of any law, regulation or any writ, judgment, decree, injunction or similar order applicable to the writing, sale or production of the Business, except where such violation would not have a material adverse effect on the Business; (edate hereof are listed on Schedule 1.01(E) hereto and are specifically identified on such Schedule as "LIFE INSURANCE CONTRACTS," "ANNUITY CONTRACTS," and "DISABILITY INCOME INSURANCE CONTRACTS." All Insurance Contracts have been issuedas now in force are in all respects, to the extent required under applicable law, on forms approved by the FCIC or the applicable insurance regulatory authority of the state where issued or, to the extent required by applicable law, authorities or which have been filed with and not objected to by such authority authorities within the period provided for objections; objection, and any premium rates with respect to the Business required to be filed with or approved by insurance regulatory authorities have been so filed or approved and premiums charged conform thereto such forms comply in all material respectsrespects with the insurance statutes, regulations and rules applicable thereto, except where the failure to have such approval or non-objection or the failure to so comply would not, individually or in the aggregate, have a material adverse effect on the Business. To the knowledge of the Seller Key People, at the time ▇▇▇▇▇▇ ▇▇ CLIC paid commissions to any broker or agent within the past 36 months in connection with the sale of Insurance Contracts, each such broker or agent was duly licensed as an insurance broker (for the type of business sold by such broker) or agent in the particular jurisdiction in which such broker or agent sold such business for Seller or CLIC, and no such broker or agent violated (or with or without notice or lapse of time or both would have violated) any federal, state, local or foreign law, ordinance or regulation or any other requirement of any governmental or regulatory body, court or arbitrator applicable to the Business, except where the failure to be so licensed or any such violation would not, individually or in the aggregate, have a material adverse effect on the Business. Neither the manner in which Seller or CLIC compensates any Person involved in the sale or servicing of Insurance Contracts that is not registered as a broker-dealer or insurance agent, as applicable, nor, to the knowledge of the Seller Key People, the conduct of any such Person, renders such Person a broker-dealer or insurance agent under any applicable federal or state law, and the manner in which Seller or CLIC compensates each Person involved in the sale or servicing of Insurance Contracts is in compliance with all applicable federal or state laws except where such manner of compensation or conduct having such affect or the failure to be so in compliance would not, individually or in the aggregate, have a material adverse affect on the Business.