SUCH
DEBTS AND OTHER LIABILITIES AS THEY COME DUE AND (III) THE REINSURER IS NOT
ENGAGED IN A BUSINESS OR TRANSACTION, AND DOES NOT CONTEMPLATE ENGAGING IN A
BUSINESS OR TRANSACTION, FOR WHICH THE REINSURER'S ASSETS WOULD CONSTITUTE
UNREASONABLY INSUFFICIENT CAPITAL.
(E)
ACCURACY OF BOOKS AND RECORDS.
THE REINSURER MAINTAINS RECORDS
AND IMPLEMENTS ADMINISTRATIVE AND OPERATING PROCEDURES WITH RESPECT TO SUCH
RECORDS, AND KEEPS AND MAINTAINS ALL MATERIAL DOCUMENTS, BOOKS AND RECORDS
REASONABLY NECESSARY IN THE ORDINARY COURSE OF BUSINESS, WHICH DOCUMENTS, BOOKS
AND RECORDS ARE COMPLETE AND ACCURATE IN ALL MATERIAL RESPECTS, WITH THE UTMOST
GOOD FAITH AND WITH THE SKILL, DILIGENCE AND EXPERTISE THAT WOULD REASONABLY BE
EXPECTED FROM QUALIFIED PERSONNEL PERFORMING SUCH DUTIES IN LIKE CIRCUMSTANCES.
(F)
GOVERNMENTAL LICENSES.
THE REINSURER HAS ALL PERMITS NECESSARY
TO CONDUCT ITS BUSINESS AS CURRENTLY CONDUCTED, EXCEPT IN SUCH CASES WHERE THE
FAILURE TO HAVE A PERMIT HAS NOT HAD AND WOULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT WITH RESPECT TO THE REINSURER.
ALL PERMITS THAT
ARE MATERIAL TO THE CONDUCT OF THE REINSURER'S BUSINESS ARE VALID AND IN FULL
FORCE AND EFFECT.
THE REINSURER IS NOT SUBJECT TO ANY PENDING ACTION OR, TO
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THE KNOWLEDGE OF THE REINSURER, ANY THREATENED ACTION THAT SEEKS THE REVOCATION,
SUSPENSION, TERMINATION, MODIFICATION OR IMPAIRMENT OF ANY PERMIT THAT, IF
SUCCESSFUL, WOULD REASONABLY BE EXPECTED TO HAVE, OR WITH THE PASSAGE OF TIME
BECOME, A MATERIAL ADVERSE EFFECT WITH RESPECT TO THE REINSURER.
(G)
NO MATERIAL ADVERSE EFFECT.
SINCE JULY 15, 2009, THERE HAS NOT
OCCURRED ANY EVENT OR EVENTS THAT, INDIVIDUALLY OR IN THE AGGREGATE, HAS OR HAVE
HAD OR WOULD BE REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT WITH
RESPECT TO THE REINSURER.
SECTION 18.04
COVENANTS OF THE REINSURER.
(A)
EXISTENCE; CONDUCT OF BUSINESS.
THE REINSURER WILL DO OR CAUSE TO
BE DONE ALL THINGS REASONABLY NECESSARY TO PRESERVE, RENEW AND KEEP IN FULL
FORCE AND EFFECT ITS LEGAL EXISTENCE AND THE RIGHTS, LICENSES, PERMITS,
PRIVILEGES AND FRANCHISES MATERIAL TO THE CONDUCT OF ITS BUSINESS.
(B)
COMPLIANCE WITH LAW.
THE REINSURER WILL COMPLY WITH ALL STATUTES,
LAWS, ORDINANCES, RULES, REGULATIONS, JUDGMENTS, DECREES, ORDERS, INJUNCTIONS,
WRITS, PERMITS, OR LICENSES OF ANY GOVERNMENTAL AUTHORITY APPLICABLE TO THE
REINSURER OR BY WHICH IT OR ITS PROPERTIES OR ASSETS IS BOUND OR SUBJECT, EXCEPT
WHERE THE FAILURE TO DO SO, INDIVIDUALLY OR IN THE AGGREGATE, WOULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE REINSURER'S
ABILITY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
ARTICLE XIX
MISCELLANEOUS
SECTION 19.01
CURRENCY.
ALL PAYMENTS DUE UNDER THIS AGREEMENT WILL BE
MADE IN U.S. DOLLARS.
SECTION 19.02
INTEREST.
ALL AMOUNTS DUE AND PAYABLE BY THE CEDING
COMPANY OR THE REINSURER UNDER THIS AGREEMENT THAT REMAIN UNPAID FOR MORE THAN
FIFTEEN (15) CALENDAR DAYS FROM THE DATE DUE HEREUNDER WILL INCUR INTEREST FROM
THE DATE DUE HEREUNDER.
EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, SUCH
INTEREST SHALL ACCRUE AT A RATE EQUAL TO SIX PERCENT (6%), CALCULATED ON A
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