OR ANY OF ITS SUBSIDIARIES IS A PARTY OR BY WHICH THE
CEDING COMPANY OR ANY OF ITS SUBSIDIARIES OR ANY OF THEIR RESPECTIVE PROPERTIES
OR ASSETS IS BOUND OR AFFECTED, EXCEPT, IN THE CASE OF CLAUSE (III), ANY SUCH
CONFLICTS, VIOLATIONS, BREACHES, LOSS OF CONTRACTUAL BENEFITS, DEFAULTS OR
RIGHTS THAT, INDIVIDUALLY OR IN THE AGGREGATE, DO NOT HAVE, AND WOULD NOT
REASONABLY BE EXPECTED TO HAVE, A MATERIAL ADVERSE EFFECT ON THE CEDING
COMPANY'S ABILITY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
(D)
FACTUAL INFORMATION RELATING TO THE REINSURED POLICIES.
THE
INFORMATION RELATING TO THE BUSINESS REINSURED UNDER THIS AGREEMENT THAT WAS
SUPPLIED BY OR ON BEHALF OF THE CEDING COMPANY TO THE REINSURER OR ANY OF THE
REINSURER'S REPRESENTATIVES IN CONNECTION WITH THIS AGREEMENT (SUCH INFORMATION,
THE "FACTUAL INFORMATION"), AS OF THE DATE SUPPLIED (OR IF LATER CORRECTED OR
SUPPLEMENTED PRIOR TO THE DATE HEREOF, AS OF THE DATE CORRECTED OR
SUPPLEMENTED), DID NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT
TO STATE ANY MATERIAL FACT NECESSARY TO MAKE SUCH FACTUAL INFORMATION, TAKEN AS
A WHOLE, NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THE STATEMENTS
CONTAINED THEREIN WERE MADE, AND WAS OTHERWISE COMPLETE AND ACCURATE IN ALL
MATERIAL RESPECTS.
THE FACTUAL INFORMATION WAS COMPILED IN A COMMERCIALLY
REASONABLE MANNER GIVEN ITS INTENDED PURPOSE.
THE UNDERWRITING GUIDELINES
PROVIDED TO THE REINSURER BY THE CEDING COMPANY WERE COMPLETE AND ACCURATE WHEN
DISCLOSED AND THERE HAS BEEN NO MATERIAL CHANGE IN THE UNDERWRITING GUIDELINES
SINCE THE DATE DISCLOSED.
(E)
SOLVENCY.
THE CEDING COMPANY IS AND WILL BE SOLVENT ON A
STATUTORY BASIS IMMEDIATELY AFTER GIVING EFFECT TO THIS AGREEMENT.
FOR THE
PURPOSES OF THIS SECTION 17.01(E), "SOLVENT" MEANS THAT: (I) THE AGGREGATE
ASSETS OF THE CEDING COMPANY ARE GREATER THAN THE AGGREGATE LIABILITIES OF THE
CEDING COMPANY, IN EACH CASE DETERMINED IN ACCORDANCE WITH SAP; (II) THE CEDING
COMPANY DOES NOT INTEND TO, AND DOES NOT BELIEVE THAT IT WILL, INCUR DEBTS OR
OTHER LIABILITIES BEYOND ITS ABILITY TO PAY SUCH DEBTS AND OTHER LIABILITIES AS
THEY COME DUE AND (III) THE CEDING COMPANY IS NOT ENGAGED IN A BUSINESS OR
TRANSACTION, AND DOES NOT CONTEMPLATE ENGAGING IN A BUSINESS OR TRANSACTION, FOR
WHICH THE CEDING COMPANY'S ASSETS WOULD CONSTITUTE UNREASONABLY INSUFFICIENT
CAPITAL.
(F)
ACCURACY OF BOOKS AND RECORDS.
THE CEDING COMPANY MAINTAINS
RECORDS RELATING TO THE REINSURED POLICIES, AND IMPLEMENTS ADMINISTRATIVE AND
OPERATING PROCEDURES WITH RESPECT TO SUCH RECORDS, AND KEEPS AND MAINTAINS ALL
MATERIAL DOCUMENTS, BOOKS AND RECORDS REASONABLY NECESSARY FOR THE MAINTENANCE
OF THE REINSURED POLICIES, 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.
(G)
GOVERNMENTAL LICENSES.
THE CEDING COMPANY HAS ALL LICENSES,
CERTIFICATES OF AUTHORITY OR OTHER SIMILAR CERTIFICATES, REGISTRATIONS,
FRANCHISES, PERMITS, APPROVALS OR OTHER SIMILAR AUTHORIZATIONS ISSUED BY
GOVERNMENTAL AUTHORITIES (COLLECTIVELY, "PERMITS") NECESSARY TO CONDUCT ITS
BUSINESS AS CURRENTLY CONDUCTED,