The Issuer is a Bermuda exempted company registered as a Special Purpose Insurer in Bermuda.  The purpose of the issuance of the Notes under the Program (the “Offering”) is to collaterize and fund its obligations under the related reinsurance agreements pursuant to which it may be obligated to make certain payments to the risk transfer counterparty upon the occurrence of one or more loss events during the applicable risk periods.  The Notes are issued with limited recourse to certain assets of the Issuer and without recourse to the risk transfer counterparty.