COMPANY OF THIS AGREEMENT, AND THE CONSUMMATION BY THE CEDING COMPANY OF THE
TRANSACTIONS CONTEMPLATED BY, AND THE PERFORMANCE BY THE CEDING COMPANY OF ITS
OBLIGATIONS UNDER, THIS AGREEMENT HAVE BEEN DULY AUTHORIZED BY ALL REQUISITE
CORPORATE ACTION ON THE PART OF THE CEDING COMPANY.
THIS AGREEMENT HAS BEEN
DULY EXECUTED AND DELIVERED BY THE CEDING COMPANY, AND (ASSUMING DUE
AUTHORIZATION, EXECUTION AND DELIVERY BY THE REINSURER) THIS AGREEMENT
CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF THE CEDING COMPANY,
ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS, SUBJECT TO THE EFFECT OF
ANY APPLICABLE BANKRUPTCY, REORGANIZATION, INSOLVENCY, MORATORIUM, OR SIMILAR
LAWS RELATING TO OR AFFECTING CREDITORS' RIGHTS GENERALLY.
(C)
NO CONFLICT.
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE
CEDING COMPANY OF, AND THE CONSUMMATION BY THE CEDING COMPANY OF THE
TRANSACTIONS CONTEMPLATED BY, THIS AGREEMENT DO NOT AND WILL NOT (I) VIOLATE OR
CONFLICT WITH THE ORGANIZATIONAL DOCUMENTS OF THE CEDING COMPANY, (II) CONFLICT
WITH OR VIOLATE ANY STATUTE, LAW, ORDINANCE, RULE, REGULATION, JUDGMENT, DECREE,
ORDER, INJUNCTION, WRIT, PERMIT OR LICENSE OF ANY GOVERNMENTAL AUTHORITY
APPLICABLE TO THE CEDING COMPANY OR BY WHICH IT OR ITS PROPERTIES OR ASSETS IS
BOUND OR SUBJECT, OR (III) RESULT IN ANY BREACH OF, OR CONSTITUTE A DEFAULT (OR
EVENT WHICH, WITH THE GIVING OF NOTICE OR LAPSE OF TIME, OR BOTH, WOULD BECOME A
DEFAULT) UNDER, OR GIVE TO ANY PERSON ANY RIGHTS OF TERMINATION, ACCELERATION OR
CANCELLATION OF, ANY AGREEMENT, LEASE, NOTE, BOND, LOAN OR CREDIT AGREEMENT,
MORTGAGE, INDENTURE OR OTHER INSTRUMENT, OBLIGATION OR CONTRACT OF ANY KIND TO
WHICH THE CEDING COMPANY 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 PRICING METHODOLOGY AND THE
HEDGING PROCEDURES PROVIDED TO THE REINSURER BY THE CEDING COMPANY WERE COMPLETE
AND