Common use of Representations and Warranties of Ceding Company Clause in Contracts

Representations and Warranties of Ceding Company. 16 Section 6.1 Organization and Standing of Ceding Company 16 Section 6.2 Authorization 16 Section 6.3 No Conflict or Violation 17 Article VII Representations and Warranties of Reinsurer 17 Section 7.1 Organization and Standing of Reinsurer 17 Section 7.2 Authorization 17 Section 7.3 No Conflict or Violation 17 Section 7.4 U.S. Federal Income Taxes 17 Article VIII Indemnification 18 Section 8.1 Indemnification by Ceding Company 18 Section 8.2 Indemnification by Reinsurer 18 Section 8.3 Notice of Potential Liability 18 Section 8.4 Opportunity to Defend 18 Section 8.5 Exclusive Remedy 18 Article IX Term; Termination 19 Section 9.1 Term 19 Section 9.2 Termination 19 Section 9.3 Effect of Termination 20 Article X Miscellaneous Provisions 20 Section 10.1 Arbitration 20 Section 10.2 Assignment and Delegation 21 Section 10.3 Confidentiality 21 Section 10.4 Construction 22 Section 10.5 Counterparts 22 Section 10.6 Entire Agreement 22 Section 10.7 Governing Law 22 Section 10.8 Interpretations 22 Section 10.9 Notices 22 Section 10.10 Offset 24 Section 10.11 Other Instruments 24 Section 10.12 Severability 24 Section 10.13 Subrogation 24 Section 10.14 Waiver of Breach 24 Schedule 2.1 - The Insurance Policies Schedule 2.3(a) - Transferred Assets Schedule 2.3(a)(i) - Statutory Reserves as of the Effective Date Schedule 2.3(a)(ii) - Cash Flow Adjustments Schedule 3.3 - Reports Schedule 3.6 - DAC Tax Election Schedule 9.3 - Negative Ceding Commission Refund Schedule Exhibit A - Terms of Administrative Services Exhibit B - Form of Reinsurance Trust Agreement Exhibit C - Investment Guidelines for Trust Agreements Exhibit D - Form of Supplemental Trust Agreement Exhibit E - Form of Transition Services Agreement THIS INDEMNITY REINSURANCE AGREEMENT (this “Reinsurance Agreement”) is effective as of the Effective Time by and between Washington National Insurance Company (“Ceding Company”) and Beechwood Re Ltd (“Reinsurer”). Ceding Company and Reinsurer are sometimes hereinafter referred to individually as a “Party” and together as the “Parties.”

Representations and Warranties of Ceding Company. 10 Section 8.01 Authority 10 Section 8.02 Other Representations and Warranties 11 ARTICLE 8A REPRESENTATIONS AND WARRANTIES OF REINSURER 13 Section 8A.01 Authority 13 Section 8A.02 Conduct of Business 15 ARTICLE 9 RECORDS, FEES AND OWNERSHIP OF PREMIUMS 15 Section 9.01 Records 15 Section 9.02 Fees 15 Section 9.03 Ownership of Premiums 15 Section 9.04 Bank Accounts 15 Section 9.05 Authorizations 15 Section 9.06 Security Agreement 16 ARTICLE 10 INDEMNIFICATION 16 Section 6.1 Organization and Standing 10.01 Indemnification of Reinsurer 16 Section 10.02 Indemnification of Ceding Company 16 Section 6.2 Authorization 16 Section 6.3 No Conflict or Violation 17 Article VII Representations and Warranties of Reinsurer 17 Section 7.1 Organization and Standing of Reinsurer 17 Section 7.2 Authorization 17 Section 7.3 No Conflict or Violation 17 Section 7.4 U.S. Federal Income Taxes 17 Article VIII Indemnification 10.03 Tax Compliance 18 ARTICLE 11 CLAIMS INVESTIGATIONS: PUNITIVE DAMAGES 18 Section 8.1 Indemnification 11.01 Investigation of Claims: Punitive Damages 18 ARTICLE 12 ARBITRATION 19 Section 12.01 Arbitration Clause 19 ARTICLE 13 DELIVERIES AS OF THE EFFECTIVE DATE 19 Section 13.01 Deliveries by Ceding Company 18 19 Section 8.2 Indemnification 13.02 Deliveries by Reinsurer 18 Section 8.3 Notice of Potential Liability 18 Section 8.4 Opportunity to Defend 18 Section 8.5 Exclusive Remedy 18 Article IX Term; Termination 19 Section 9.1 Term 19 Section 9.2 Termination 19 Section 9.3 Effect of Termination 20 Article X Miscellaneous Provisions ARTICLE 14 GENERAL PROVISIONS 20 Section 10.1 Arbitration 14.01 Successors, Assigns 20 Section 10.2 Assignment and Delegation 14.02 Entire Agreement 20 Section 14.03 Non-Waiver of Rights 20 Section 14.04 Governing Law 20 Section 14.05 Rights 21 Section 10.3 Confidentiality 14.06 Counterparts 21 Section 10.4 Construction 14.07 Correspondence 21 Section 14.08 Duration 21 Section 14.09 Notices 21 Section 14.10 Cooperation 22 Section 10.5 Counterparts 14.11 Insolvency 22 Section 10.6 Entire Agreement 14.12 Cut-Through Provision 22 Section 10.7 Governing Law 14.13 Audit of Records and Procedures 22 Section 10.8 Interpretations 22 Section 10.9 Notices 22 Section 10.10 Offset 24 Section 10.11 Other Instruments 24 Section 10.12 Severability 24 Section 10.13 Subrogation 24 Section 10.14 Waiver 14.14 Termination 23 Exhibits and Schedules Exhibit A Description of Breach 24 Reinsured Policies 25 Exhibit B Form of Effective Date Accounting 26 Exhibit C Assets 27 Exhibit D Reinsurance Gain 28 Exhibit E Form of Quarterly Accounting and Settlement Report 31 Schedule 2.1 - The Insurance Policies 8.02(b) Material Litigation and Regulatory Action 33 Schedule 2.3(a8.02(c) - Transferred Assets Schedule 2.3(a)(i) - Statutory Reserves List of Reinsurance Agreements 34 THIS AGREEMENT is made and entered into as of the Effective Date Schedule 2.3(a)(ii1st day of January 2010, between ▇▇▇▇ ▇▇▇▇▇▇▇ LIFE INSURANCE COMPANY (U.S.A.) - Cash Flow Adjustments Schedule 3.3 - Reports Schedule 3.6 - DAC Tax Election Schedule 9.3 - Negative Ceding Commission Refund Schedule Exhibit A - Terms of Administrative Services Exhibit B - Form of Reinsurance Trust Agreement Exhibit C - Investment Guidelines for Trust Agreements Exhibit D - Form of Supplemental Trust Agreement Exhibit E - Form of Transition Services Agreement THIS INDEMNITY REINSURANCE AGREEMENT Bloomfield Hills, Michigan (this “Reinsurance Agreement”) is effective as of the Effective Time by and between Washington National Insurance Company (herein “Ceding Company”) and Beechwood Re Ltd ), AND ▇▇▇▇ ▇▇▇▇▇▇▇ LIFE INSURANCE COMPANY OF NEW YORK of Valhalla, New York, (herein “Reinsurer”). Ceding Company and Reinsurer are sometimes hereinafter referred to individually as a “Party” and together as the “Parties.”