Common use of Reinsurance Clause in Contracts

Reinsurance. (a) The Borrower shall cause each Insurance Subsidiary to maintain reinsurance protection with respect to each individual insurance policy written by such Insurance Subsidiary which reinsurance protection, in the event of a loss, limits the net loss of such Insurance Subsidiary under such insurance policy to 2.5% or less of the Statutory Surplus of such Insurance Subsidiary. For purposes of this Section 6.21(a), the term “net loss” shall mean the loss and loss adjustment expenses incurred by the Insurance Subsidiary under an insurance policy net of any amounts recoverable or recovered from reinsurers with respect to such loss and loss adjustment expenses without regard to any reinstatement premiums paid or payable to such reinsurer. (b) The Borrower shall not cause or permit an Insurance Subsidiary to enter into or maintain, as a cedent, reinsurance agreements or retrocession agreements with any Person other than an Approved Reinsurer; provided, however, that the foregoing shall not require an Insurance Subsidiary to terminate a reinsurance agreement or retrocession agreement if such Person ceases to be an Approved Reinsurer due to a downgrade by The A.M. Best Company, Inc. or S&P and such reinsurance or retrocession agreement cannot be replaced on commercially reasonable terms. (c) The Borrower shall not cause or permit an Insurance Subsidiary to enter into or maintain, as a cedent, reinsurance agreements or retrocession agreements with any Person which do not comply with the guidelines for reinsurance by Insurance Subsidiaries set forth on Schedule 6.21 hereto, as amended with the consent of the Lenders (the “Reinsurance Guidelines”); provided, however, that the foregoing shall not require an Insurance Subsidiary to terminate a reinsurance agreement or retrocession agreement if such Person ceases to be an Approved Reinsurer due to a downgrade by The A.M. Best Company, Inc. or S&P and such reinsurance or retrocession agreement cannot be replaced on commercially reasonable terms.

Reinsurance. (a) The Borrower shall cause each Insurance Subsidiary Subject to maintain reinsurance protection with respect to each individual insurance policy written by such Insurance Subsidiary which reinsurance protectionthe terms and conditions of this Agreement, in the event of a loss, limits the net loss of such Insurance Subsidiary under such insurance policy to 2.5% or less effective as of the Statutory Surplus of such Insurance Subsidiary. For purposes of this Section 6.21(a)Effective Time, the term “net loss” shall mean Ceding Company hereby cedes to the loss Reinsurer, and loss adjustment expenses incurred by the Insurance Subsidiary under an insurance policy net Reinsurer hereby accepts and agrees to assume and indemnity reinsure, a Quota Share of any amounts recoverable or recovered all Reinsured Liabilities and IMR on a modified coinsurance basis. Without limiting the foregoing, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from reinsurers with respect to such loss and loss adjustment expenses without regard to any reinstatement premiums paid or payable to such reinsurer. (b) The Borrower against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and, except as contemplated in Article VIII, shall not cause or permit an Insurance Subsidiary to enter into or maintain, as a cedent, reinsurance agreements or retrocession agreements with create any legal relationship whatsoever between the Reinsurer and any Person other than an Approved the Ceding Company. The reinsurance effected under this Agreement shall be maintained in-force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, subject to the terms and conditions herein, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company, as and when due, of all Reinsured Liabilities. Notwithstanding anything to the contrary herein, the Reinsurer shall have no liability for any (x) Ceding Company Extra-Contractual Obligations or (y) Ex Gratia Payments absent the Reinsurer’s prior written consent; provided, however, that the foregoing any Ex Gratia Payments made or approved by any affiliated or unaffiliated Reinsurer Appointed Administrator shall not require an Insurance Subsidiary to terminate a reinsurance agreement or retrocession agreement if such Person ceases be deemed to be an Approved a payment consented to in writing by the Reinsurer. (b) Upon reinstatement of any Covered Insurance Policy in accordance with its terms and the Ceding Company’s reinstatement policies, the reinsurance hereunder will be automatically reinstated with respect to such Covered Insurance Policy; provided, that, to the extent that the reinstatement of such Covered Insurance Policy requires payment of Premiums in arrears or reimbursement of claims paid, following receipt of such amounts, the Ceding Company shall transfer to the Reinsurer due a Quota Share of all Premiums in arrears and a Quota Share of all reimbursements of claims paid on such Covered Insurance Policy to a downgrade the extent such claims had been reimbursed by The A.M. Best Company, Inc. or S&P and such reinsurance or retrocession agreement cannot be replaced on commercially reasonable termsthe Reinsurer hereunder. (c) The Borrower Any conversion, exchange or replacement policy or contract arising from the Covered Insurance Policies that is converted, exchanged or replaced pursuant to and in accordance with its policy terms shall not cause be deemed to constitute a Covered Insurance Policy for purposes of this Agreement only (i) if such converted, exchanged or permit an replaced policy carries the same policy number or a valid policy number permutation resulting from a Family Thrift Plan election on the Masterfile administration system (or similar) as the original Covered Insurance Subsidiary Policy so converted, exchanged or replaced or (ii) pursuant to enter into Section 2.1(g) and, in the event of such a conversion, exchange or maintainreplacement of any Covered Insurance Policy, as a cedent, reinsurance agreements or retrocession agreements with any Person which do not comply with the guidelines for reinsurance by Insurance Subsidiaries Reinsurer shall reinsure the risk resulting from such conversion on the basis set forth on Schedule 6.21 heretohereby with respect to the Covered Insurance Policies. (d) If, in the normal course of administration (other than the issuance of Supplemental Contracts, which are addressed in Section 2.1(f) below), the policy number of a Covered Insurance Policy is changed, the policy shall continue to constitute a Covered Insurance Policy for purposes of this Agreement. (e) For so long as amended with the consent Ceding Company retains administrative responsibilities for all of the Lenders Covered Insurance Policies and until FLAS (or a replacement thereof) is transferred to the Reinsurer or otherwise becomes an Affiliate of the Reinsurer and assumes administration of Administered Policies, Supplemental Contracts will not be Covered Insurance Policies whether or not such Supplemental Contract was derived from a Covered Insurance Policy. “Reinsurance Guidelines”); provided, however, Supplemental Contract” means a contract that the foregoing shall not require an Insurance Subsidiary to terminate a reinsurance agreement or retrocession agreement if such Person ceases to be an Approved Reinsurer due is issued by Ceding Company to a downgrade policyholder or beneficiary of a life insurance policy or an annuity contract issued by The A.M. Best Company, Inc. Ceding Company pursuant to which Ceding Company retains proceeds of such life insurance policy or S&P and annuity contract for payment in accordance with such reinsurance or retrocession agreement cannot be replaced on commercially reasonable termscontract.

Reinsurance. (a) The Borrower shall cause each Insurance Subsidiary Subject to maintain reinsurance protection with respect to each individual insurance policy written by such Insurance Subsidiary which reinsurance protectionthe terms and conditions of this Agreement, in the event of a loss, limits the net loss of such Insurance Subsidiary under such insurance policy to 2.5% or less as of the Statutory Surplus of such Insurance Subsidiary. For purposes of this Section 6.21(a)Effective Time, the term “net loss” Ceding Company hereby cedes on an indemnity reinsurance basis to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, (i) the General Account Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall mean not create any legal relationship whatsoever between the loss Reinsurer and loss adjustment expenses incurred by any Person other than the Insurance Subsidiary Ceding Company. The reinsurance effected under an insurance policy net this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf of any amounts recoverable the Ceding Company or recovered from reinsurers with respect to such loss indemnify the Ceding Company for the payment and loss adjustment expenses without regard to any reinstatement premiums paid or payable to such reinsurerdischarge, as and when due, of all Reinsured Liabilities. (b) Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or at the direction of, or as consented to by, the Reinsurer, such Covered Insurance Policy shall be automatically reinsured hereunder. The Borrower Ceding Company shall not cause or permit an Insurance Subsidiary transfer to enter into or maintain, as a cedent, reinsurance agreements or retrocession agreements with the Reinsurer any Person other than an Approved Reinsurer; provided, however, Premiums and related interest that the foregoing shall not require an Insurance Subsidiary to terminate a reinsurance agreement or retrocession agreement if Ceding Company receives in connection with such Person ceases to be an Approved Reinsurer due to a downgrade by The A.M. Best Company, Inc. or S&P and such reinsurance or retrocession agreement cannot be replaced on commercially reasonable termsreinstatement. (c) The Borrower shall Ceding Company agrees not to solicit, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or permit an policyholders under any Covered Insurance Subsidiary to enter into or maintain, as a cedent, reinsurance agreements or retrocession agreements with Policies through any Person which do not comply with “program of internal replacement” without the guidelines for reinsurance by Insurance Subsidiaries set forth on Schedule 6.21 hereto, as amended with the prior written consent of the Lenders (the “Reinsurance Guidelines”); provided, however, that the foregoing shall not require an Insurance Subsidiary to terminate a reinsurance agreement or retrocession agreement if such Person ceases to be an Approved Reinsurer due to a downgrade by The A.M. Best Company, Inc. or S&P and such reinsurance or retrocession agreement cannot be replaced on commercially reasonable terms.the

Reinsurance. (a) The Borrower shall cause each Insurance Subsidiary Subject to maintain reinsurance protection with respect to each individual insurance policy written by such Insurance Subsidiary which reinsurance protectionthe terms and conditions of this Agreement, in the event of a loss, limits the net loss of such Insurance Subsidiary under such insurance policy to 2.5% or less as of the Statutory Surplus of such Insurance Subsidiary. For purposes of this Section 6.21(a)Effective Time, the term “net loss” Ceding Company hereby cedes on an indemnity reinsurance basis to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, one hundred percent (100%) of all General Account Liabilities on a coinsurance basis and one hundred percent (100%) of all Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall mean not create any legal relationship whatsoever between the loss Reinsurer and loss adjustment expenses incurred by any Person other than the Insurance Subsidiary Ceding Company. The reinsurance effected under an insurance policy net this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf of any amounts recoverable or recovered from reinsurers with respect to such loss the Ceding Company, as and loss adjustment expenses without regard to any reinstatement premiums paid or payable to such reinsurerwhen due, of all Reinsured Liabilities. (b) The Borrower Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or by the Reinsurer pursuant to the terms of the Administrative Services Agreement, such Covered Insurance Policy shall not cause be automatically reinsured hereunder. Except as set forth in the proviso below, any conversion, exchange or permit an replacement policy or contract issued by the Ceding Company and arising from a Covered Insurance Subsidiary Policy that is converted, exchanged or replaced pursuant to enter into or maintain, as its policy terms shall be deemed to constitute a cedent, reinsurance agreements or retrocession agreements with any Person other than an Approved ReinsurerCovered Insurance Policy for purposes of this Agreement and shall be automatically reinsured hereunder; provided, however, that if a policyholder of a Covered Insurance Policy chooses to convert, exchange or replace such Covered Insurance Policy pursuant to its policy terms with a policy or contract issued by the foregoing Ceding Company that does not correspond to (i) a policy form identified on Schedule 1.1(A) or (ii) a new policy form filed by the Reinsurer as permitted under the Administrative Services Agreement, such new policy or contract shall not require an constitute a Covered Insurance Subsidiary to terminate a reinsurance agreement or retrocession agreement if such Person ceases to be an Approved Reinsurer due to a downgrade by The A.M. Best Company, Inc. or S&P Policy and such reinsurance or retrocession agreement canwill not be replaced on commercially reasonable terms. (c) reinsured hereunder. A terminated policy or contract that would have been a Covered Insurance Policy had it been in force at the Effective Time, that later reinstates pursuant to its policy provisions, will be reinsured by the Reinsurer and become a Covered Insurance Policy. The Borrower shall not cause or permit an Reinsurer will be entitled to retain any Premiums and interest for coverage that is received for such reinstatement, and the Ceding Company will transfer to the Reinsurer the amount of reserves for such reinstated Covered Insurance Subsidiary to enter into or maintain, Policy calculated as a cedent, reinsurance agreements or retrocession agreements with any Person which do not comply with the guidelines for reinsurance by Insurance Subsidiaries set forth on Schedule 6.21 hereto, as amended with the consent of the Lenders (Effective Time. The effective date of reinsurance for such reinstated Covered Insurance Policy shall be the “Reinsurance Guidelines”); provided, however, that the foregoing shall not require an Insurance Subsidiary to terminate a reinsurance agreement or retrocession agreement if such Person ceases to be an Approved Reinsurer due to a downgrade by The A.M. Best Company, Inc. or S&P and such reinsurance or retrocession agreement cannot be replaced on commercially reasonable termsEffective Time.

Reinsurance. Except as would not, individually or in the aggregate, reasonably be likely to have a Sagicor Material Adverse Effect, (a) The Borrower shall cause each Sagicor Insurance Subsidiary Entity has appropriately taken credit in its Sagicor Statements pursuant to maintain reinsurance protection Insurance Laws for all reinsurance, coinsurance or excess insurance ceded pursuant to any reinsurance, coinsurance, excess insurance, ceding of insurance, assumption of insurance or indemnification with respect to each individual insurance policy written by such Insurance Subsidiary which reinsurance protection, in the event of a loss, limits the net loss of such Insurance Subsidiary under such insurance policy to 2.5% or less of the Statutory Surplus of such Insurance Subsidiary. For purposes of this Section 6.21(a), the term “net loss” shall mean the loss and loss adjustment expenses incurred by the Insurance Subsidiary under an insurance policy net of any amounts recoverable or recovered from reinsurers with respect to such loss and loss adjustment expenses without regard to any reinstatement premiums paid or payable to such reinsurer. (b) The Borrower shall not cause or permit an Insurance Subsidiary to enter into or maintain, as a cedent, reinsurance agreements or retrocession agreements with any Person other than an Approved Reinsurer; provided, however, that the foregoing shall not require an Insurance Subsidiary to terminate a reinsurance agreement or retrocession agreement if such Person ceases to be an Approved Reinsurer due to a downgrade by The A.M. Best Company, Inc. or S&P and such reinsurance or retrocession agreement cannot be replaced on commercially reasonable terms. (c) The Borrower shall not cause or permit an Insurance Subsidiary to enter into or maintain, as a cedent, reinsurance agreements or retrocession agreements with any Person which do not comply with the guidelines for reinsurance by Insurance Subsidiaries set forth on Schedule 6.21 hereto, as amended with the consent of the Lenders similar arrangements (the “Reinsurance GuidelinesContracts”); provided) to which it is a party, however(b) none of the applicable Sagicor Insurance Entities or, to the Knowledge of Sagicor, any counterparty to any Reinsurance Contract is (with or without notice or lapse of time or both) in default or breach under the terms of such Reinsurance Contract, (c) none of the Sagicor Insurance Entities or, to the Knowledge of Sagicor, any reinsurer under any Reinsurance Contract is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding and the financial condition of any such reinsurer is not impaired to the extent that the foregoing shall not require an a default thereunder is reasonably anticipated and (d) no written notice of intended cancellation has been received by any Sagicor Insurance Subsidiary to terminate Entity from any such reinsurer, and there are no disputes under any Reinsurance Contract. Each Reinsurance Contract is evidenced by a reinsurance signed agreement or retrocession agreement if such Person ceases treaty. Each Sagicor Insurance Entity is in compliance, in all material respects, with all applicable Law relating to reinsurance. Each Sagicor Insurance Entity has performed in all material respects all of the obligations required to be an Approved Reinsurer due performed by it and is entitled to all material benefits under the Reinsurance Contracts to which it is a downgrade party. Each Sagicor Insurance Entity is entitled to take the amount of credit claimed in its Sagicor Statements pursuant to applicable Laws for all reinsurance and coinsurance ceded by The A.M. Best Companyit pursuant to any Reinsurance Contract. All of the Reinsurance Contracts will be given effect to as bona fide reinsurance treaties, Inc. with real transfer of risk for all accounting, Tax, regulatory and actuarial purposes. No side agreements or S&P and letters exist that alter any terms of any Reinsurance Contracts in any material respect. In the last three (3) years, there has been no material change, including cancellation, commutation, recapture or re-pricing, to any Reinsurance Contract. Except as disclosed in Section 3.14 of the Sagicor Disclosure Schedule, to the Knowledge of Sagicor, there are no circumstances or events which are likely to lead to the cancellation or suspension of any Reinsurance Contract or to the termination of any such reinsurance or retrocession agreement cannot be replaced on commercially reasonable termsReinsurance Contract at a date earlier than the date otherwise provided under such Reinsurance Contract.

Reinsurance. (a) Commencing as of the Effective Date, the Company hereby cedes as reinsurance to the Reinsurer, and the Reinsurer hereby assumes as reinsurance from the Company, the interest of the Company in and to, and the risks (net of any applicable Third Party Reinsurance in effect at the time a Loss is paid that is not Covered Third Party Reinsurance) associated with, each of the Covered Policies, and the Reinsurer agrees to indemnify the Company, subject to the terms, conditions, and limitations set forth in this Agreement, for any and all Losses (net of any applicable Third Party Reinsurance in effect at the time a Loss is paid that is not Covered Third Party Reinsurance). The Borrower exclusion of such Third Party Reinsurance in the preceding sentence will be effective whether or not such reinsurance is collectible. The Reinsurer shall cause each Insurance Subsidiary be subject in all respects to maintain reinsurance protection with respect all of the general and specific stipulations, clauses, waivers, extensions, modifications, alterations, cancellations, interpretations, and endorsements of the applicable Covered Policy. The Reinsurer’s liability shall attach as of the effective date of the Covered Policy. Except as provided in Section 13 hereof, this Agreement shall not continue or create any obligation of the Reinsurer to each individual insurance policy written by such Insurance Subsidiary which reinsurance protectionany Person who owns or is insured under the Covered Policies. For the avoidance of doubt, in Reinsurer shall not be required to reimburse the Company for Losses paid prior to the Effective Date. (b) In the event of a lossrefinancing (whether by refunding, limits redemption, optional tender or otherwise) of the net obligations insured under a Covered Policy (the “Refinanced Obligations”) by the issuance of new obligations that are insured by the Company (the “Refinancing Obligations”), including any Refinancing Obligations issued, with the consent of the Reinsurer in its sole discretion, to remediate, mitigate or prevent a claim or loss of such Insurance Subsidiary under such insurance policy to 2.5% Covered Policy, improve the Company’s position, or less improve the credit quality or credit risk profile of the Statutory Surplus risk under such Covered Policy, then any Policy issued by the Company in respect of such Insurance Subsidiary. For purposes the Refinancing Obligations meeting the foregoing requirements with the consent of this Section 6.21(a)the Reinsurer in respect of the Refinancing Obligations (the “Refinancing Policy”) shall be deemed to be a Covered Policy hereunder. (c) Subject to paragraph (b) hereof, the term Reinsurer shall be deemed to have assumed (without further action on the part of the Company or the Reinsurer) the same proportionate share of the Refinancing Obligations as the Reinsurer had assumed of the Refinanced Obligations as though the Refinancing Obligations were issued on the same date as the Refinanced Obligations. (d) Subject to Section 19, all Loss settlements made by or on behalf of the Company, all Recovery settlements and all settlements with an issuer or obligor (an “net loss” shall mean the loss and loss adjustment expenses incurred by the Insurance Subsidiary under an insurance policy net of any amounts recoverable or recovered from reinsurers Issuer”) with respect to obligations insured under a Covered Policy (including deficiencies resulting therefrom), shall be final, conclusive and unconditionally binding upon the Reinsurer, and the Reinsurer agrees to pay or allow, as the case may be, each such settlement in accordance with this Agreement. (e) The Company hereby sells, assigns and transfers to the Reinsurer, any and all Recoveries received by the Company in accordance with Section 17, and the Company shall pay the Reinsurer any Recovery actually received by the Company whether received during or after the term of this Agreement. The payment of such Recoveries to the Reinsurer shall survive the termination of this Agreement or a proceeding pursuant to Section 14 of this Agreement. (f) The Company shall report unreimbursed Loss settlements and Recoveries to the Reinsurer on a quarterly basis, within thirty (30) days following the close of the calendar quarter. If the quarterly report shows a net amount due to the Reinsurer, the Company shall remit such amount to the Reinsurer with the report. If the quarterly report shows a net amount due to the Company, the Reinsurer shall remit such amount to the Company within ten (10) days. Notwithstanding the foregoing, at the option and upon the demand of the Company, the Reinsurer shall pay the Company by special remittance within one (1) Business Day of receipt by the Reinsurer of a special loss and loss adjustment expenses without regard accounting with respect to any reinstatement premiums Loss paid or payable due to be paid, which shall be prepared by the Company and shall contain the policy number, the payee, the due date and the amount due. The Reinsurer shall make payment to the Company by wire transfer of immediately available funds by the later of (a) 12:00 noon, New York City time, on the Business Day prior to such scheduled date of the claim payment or (b) the date one (1) Business Day following receipt of such special loss accounting. If for any reason the Company shall not make all or any part of the claim payment on the scheduled date, and no such payment is anticipated within two (2) Business Days thereof, the Company shall return to the Reinsurer within two (2) Business Days the amount paid to the Company by the Reinsurer for such claim payment to the extent not used therefor. (g) Following the date hereof, each of the Company and the Reinsurer shall use its commercially reasonable efforts to either (i) recapture or commute all Specified Third Party Reinsurance or (ii) obtain the consent or waiver by the reinsurer under the Specified Third Party Reinsurance of (A) the assumption of administrative services by the Reinsurer as contemplated by the Services Agreement with respect to the Specified Policies and the Specified Third Party Reinsurance and (B) the net retention or similar requirements under the Specified Third Party Reinsurance agreements. Notwithstanding anything to the contrary in this Agreement, in no event will the Company or the Reinsurer be required to expend money (other than reasonable fees and expenses of external advisors and de minimis costs), commence or participate in any litigation or arbitration, offer or grant any accommodation (financial or otherwise), increase any risk, incur any liability or change any material term of this Agreement, the Master Agreement, the Services Agreement or the Trust Agreement in connection with obtaining the recapture or commutation under the Specified Third Party Reinsurance or the consent or waiver of any such reinsurer. (bh) The Borrower In the event that the commutation, recapture, consent or waiver set forth in clause (g) above is effective within ten (10) calendar days following the Closing Date, promptly after the effectiveness of any such commutation, recapture, consent or waiver, but in no event later than the second (2nd) Business Day following the effectiveness of such commutation, recapture, consent or waiver, then the Company shall not cause cede, to the extent that the Specified Policies comply with the standard of Covered Policies as set forth in the definition of “Covered Policy” herein as of the date of such cession, the Specified Policies to which such commutation, recapture, consent or permit an Insurance Subsidiary waiver applies to enter into or maintainthe Reinsurer, and the Reinsurer will assume as a cedentreinsurance all of the risks associated with such Specified Policies. Upon the effectiveness of such cede and assumption, reinsurance agreements or retrocession agreements Exhibit A (and, to the extent applicable, Exhibit A-1 and Exhibit A-2) will automatically be amended to include such Specified Policies, and such Specified Policies shall be deemed to be Covered Policies hereunder as of the Effective Date, and the payments of premiums and commissions shall be calculated pursuant to Section 8(a) hereof as if made on the Closing Date (including with respect to Section 8(a)(iii), the Specified Third Party Reinsurance and any Person other than an Approved Reinsurer; providedThird Party Reinsurance covering the Specified Policies, howeverin each case, that is commuted or recaptured prior to or upon the foregoing effectiveness of such cession and assumption, which shall not require an Insurance Subsidiary to terminate a reinsurance agreement or retrocession agreement if be treated as Third Party Reinsurance for purposes of Section 8(a)) and be made on the date of such Person ceases to be an Approved Reinsurer due to a downgrade by The A.M. Best Company, Inc. or S&P and such reinsurance or retrocession agreement cannot be replaced on commercially reasonable termscession. (ci) The Borrower In the event that the commutation, recapture, consent or waiver set forth in clause (g) above is effective between the eleventh (11th) calendar day and the thirtieth (30th) calendar day following the Closing Date, promptly after the effectiveness of any such commutation, recapture, consent or waiver, but in no event later than the second (2nd) Business Day following the effectiveness of such commutation, recapture, consent or waiver, then the Company shall not cause or permit an Insurance Subsidiary cede, to enter into or maintain, as a cedent, reinsurance agreements or retrocession agreements with any Person which do not the extent that the Specified Policies comply with the guidelines for reinsurance by Insurance Subsidiaries standard of Covered Policies as set forth on Schedule 6.21 heretoin the definition of “Covered Policy” herein as of the date of such cession, the Specified Policies to which such commutation, recapture, consent or waiver applies to the Reinsurer, and the Reinsurer will assume as reinsurance all of the risks associated with such Specified Policies. Upon the effectiveness of such cede and assumption, Exhibit A (and, to the extent applicable, Exhibit A-1 and Exhibit A-2) will automatically be amended to include such Specified Policies, and such Specified Policies shall be deemed to be Covered Policies hereunder as of the date of such cession. Upon the cession of any such Specified Policy, the Parties will make the payments required by Section 8(a)(vi) and, without duplication, with respect to the Specified Third Party Reinsurance and any other Third Party Reinsurance covering the Specified Policies, in each case, that is commuted or recaptured prior to or upon the effectiveness of such cession and assumption, Section 8(a)(v). (j) In the event that the commutation, recapture, consent or waiver set forth in clause (g) above is effective after the thirtieth (30th) calendar day following the Closing Date, promptly after the effectiveness of any such commutation, recapture, consent or waiver, but in no event later than the fifth (5th) Business Day following the effectiveness of such commutation, recapture, consent or waiver, with the consent of the Lenders Reinsurer, which consent shall not be unreasonably withheld, the Company shall cede the Specified Policies to which such commutation, recapture, consent or waiver applies to the Reinsurer, and the Reinsurer will assume as reinsurance all of the risks associated with such Specified Policies. Upon the effectiveness of such cede and assumption, Exhibit A (and, to the “extent applicable, Exhibit A-1 and Exhibit A-2) will automatically be amended to include such Specified Policies, and such Specified Policies shall be deemed to be Covered Policies hereunder as of the date of such cession. Upon the cession of any such Specified Policy, the Parties will make the payments required by Section 8(a)(vi) and, without duplication, with respect to the Specified Third Party Reinsurance Guidelines”); providedand any other Third Party Reinsurance covering the Specified Policies, howeverin each case, that is commuted or recaptured prior to or upon the foregoing shall not require an Insurance Subsidiary to terminate a reinsurance agreement or retrocession agreement if effectiveness of such Person ceases to be an Approved Reinsurer due to a downgrade by The A.M. Best Companycession and assumption, Inc. or S&P and such reinsurance or retrocession agreement cannot be replaced on commercially reasonable termsSection 8(a)(v).

Reinsurance. (a) The Borrower shall cause each Insurance Subsidiary Subject to maintain reinsurance protection with respect to each individual insurance policy written by such Insurance Subsidiary which reinsurance protectionthe terms and conditions of this Agreement, in the event of a loss, limits the net loss of such Insurance Subsidiary under such insurance policy to 2.5% or less effective as of the Statutory Surplus of such Insurance Subsidiary. For purposes of this Section 6.21(a)Effective Time, the term “net loss” shall mean Ceding Company hereby cedes to the loss Reinsurer, and loss adjustment expenses incurred by the Insurance Subsidiary under an insurance policy net Reinsurer hereby accepts and agrees to assume and indemnity reinsure, a Quota Share of any amounts recoverable or recovered all Reinsured Liabilities and IMR on a modified coinsurance basis. Without limiting the foregoing, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from reinsurers with respect to such loss and loss adjustment expenses without regard to any reinstatement premiums paid or payable to such reinsurer. (b) The Borrower against all Reinsurer Extra- Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and, except as contemplated in Article VIII, shall not cause or permit an Insurance Subsidiary to enter into or maintain, as a cedent, reinsurance agreements or retrocession agreements with create any legal relationship whatsoever between the Reinsurer and any Person other than an Approved the Ceding Company. The reinsurance effected under this Agreement shall be maintained in-force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, subject to the terms and conditions herein, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company, as and when due, of all Reinsured Liabilities. Notwithstanding anything to the contrary herein, the Reinsurer shall have no liability for any (x) Ceding Company Extra-Contractual Obligations or (y) Ex Gratia Payments absent the Reinsurer’s prior written consent; provided, however, that the foregoing any Ex Gratia Payments made or approved by any affiliated or unaffiliated Reinsurer Appointed Administrator shall not require an Insurance Subsidiary to terminate a reinsurance agreement or retrocession agreement if such Person ceases be deemed to be an Approved a payment consented to in writing by the Reinsurer. (b) Upon reinstatement of any Covered Insurance Policy in accordance with its terms and the Ceding Company’s reinstatement policies, the reinsurance hereunder will be automatically reinstated with respect to such Covered Insurance Policy; provided, that, to the extent that the reinstatement of such Covered Insurance Policy requires payment of Premiums in arrears or reimbursement of claims paid, following receipt of such amounts, the Ceding Company shall transfer to the Reinsurer due a Quota Share of all Premiums in arrears and a Quota Share of all reimbursements of claims paid on such Covered Insurance Policy to a downgrade the extent such claims had been reimbursed by The A.M. Best Company, Inc. or S&P and such reinsurance or retrocession agreement cannot be replaced on commercially reasonable termsthe Reinsurer hereunder. (c) The Borrower Any conversion, exchange or replacement policy or contract arising from the Covered Insurance Policies that is converted, exchanged or replaced pursuant to and in accordance with its policy terms shall not cause be deemed to constitute a Covered Insurance Policy for purposes of this Agreement only (i) if such converted, exchanged or permit an replaced policy carries the same policy number or a valid policy number permutation resulting from a Family Thrift Plan election on the Masterfile administration system (or similar) as the original Covered Insurance Subsidiary Policy so converted, exchanged or replaced or (ii) pursuant to enter into Section 2.1(g) and, in the event of such a conversion, exchange or maintainreplacement of any Covered Insurance Policy, as a cedent, reinsurance agreements or retrocession agreements with any Person which do not comply with the guidelines for reinsurance by Insurance Subsidiaries Reinsurer shall reinsure the risk resulting from such conversion on the basis set forth on Schedule 6.21 heretohereby with respect to the Covered Insurance Policies. (d) If, in the normal course of administration (other than the issuance of Supplemental Contracts, which are addressed in Section 2.1(f) below), the policy number of a Covered Insurance Policy is changed, the policy shall continue to constitute a Covered Insurance Policy for purposes of this Agreement. (e) For so long as amended with the consent Ceding Company retains administrative responsibilities for all of the Lenders Covered Insurance Policies and until FLAS (or a replacement thereof) is transferred to the Reinsurer or otherwise becomes an Affiliate of the Reinsurer and assumes administration of Administered Policies, Supplemental Contracts will not be Covered Insurance Policies whether or not such Supplemental Contract was derived from a Covered Insurance Policy. “Reinsurance Guidelines”); provided, however, Supplemental Contract” means a contract that the foregoing shall not require an Insurance Subsidiary to terminate a reinsurance agreement or retrocession agreement if such Person ceases to be an Approved Reinsurer due is issued by Ceding Company to a downgrade policyholder or beneficiary of a life insurance policy or an annuity contract issued by The A.M. Best Company, Inc. Ceding Company pursuant to which Ceding Company retains proceeds of such life insurance policy or S&P and annuity contract for payment in accordance with such reinsurance or retrocession agreement cannot be replaced on commercially reasonable termscontract.

Reinsurance. (a) The Borrower shall cause each Insurance Subsidiary Subject to maintain reinsurance protection with respect to each individual insurance policy written by such Insurance Subsidiary which reinsurance protectionthe terms and conditions of this Agreement, in the event of a loss, limits the net loss of such Insurance Subsidiary under such insurance policy to 2.5% or less effective as of the Statutory Surplus of such Insurance Subsidiary. For purposes of this Section 6.21(a)Effective Time, the term “net loss” shall mean Ceding Company hereby cedes to the loss Reinsurer, and loss adjustment expenses incurred by the Insurance Subsidiary under an insurance policy net Reinsurer hereby accepts and agrees to assume and indemnity reinsure, a Quota Share of any amounts recoverable or recovered all Reinsured Liabilities and IMR on a modified coinsurance basis. Without limiting the foregoing, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from reinsurers with respect to such loss and loss adjustment expenses without regard to any reinstatement premiums paid or payable to such reinsurer. (b) The Borrower against all Reinsurer Extra- Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and, except as contemplated in Article VII, shall not cause or permit an Insurance Subsidiary to enter into or maintain, as a cedent, reinsurance agreements or retrocession agreements with create any legal relationship whatsoever between the Reinsurer and any Person other than an Approved the Ceding Company. The reinsurance effected under this Agreement shall be maintained in-force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, subject to the terms and conditions herein, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company, as and when due, of all Reinsured Liabilities. Notwithstanding anything to the contrary herein, the Reinsurer shall have no liability for any (x) Ceding Company Extra-Contractual Obligations or (y) Ex Gratia Payments absent the Reinsurer’s prior written consent; provided, however, that the foregoing any Ex Gratia Payments made or approved by any affiliated or unaffiliated Reinsurer Appointed Administrator shall not require an Insurance Subsidiary to terminate a reinsurance agreement or retrocession agreement if such Person ceases be deemed to be an Approved a payment consented to in writing by the Reinsurer. (b) Upon reinstatement of any Covered Insurance Policy in accordance with its terms and the Ceding Company’s reinstatement policies, the reinsurance hereunder will be automatically reinstated with respect to such Covered Insurance Policy; provided, that, to the extent that the reinstatement of such Covered Insurance Policy requires payment of Premiums in arrears or reimbursement of claims paid, following receipt of such amounts, the Ceding Company shall transfer to the Reinsurer due a Quota Share of all Premiums in arrears and a Quota Share of all reimbursements of claims paid on such Covered Insurance Policy to a downgrade the extent such claims had been reimbursed by The A.M. Best Company, Inc. or S&P and such reinsurance or retrocession agreement cannot be replaced on commercially reasonable termsthe Reinsurer hereunder. (c) The Borrower Any conversion, exchange or replacement policy or contract arising from the Covered Insurance Policies that is converted, exchanged or replaced pursuant to and in accordance with its policy terms shall not cause be deemed to constitute a Covered Insurance Policy for purposes of this Agreement only (i) if such converted, exchanged or permit an replaced policy carries the same policy number or a valid policy number permutation resulting from a Family Thrift Plan election on the Masterfile administration system (or similar) as the original Covered Insurance Subsidiary Policy so converted, exchanged or replaced or (ii) pursuant to enter into Section 2.1(g) and, in the event of such a conversion, exchange or maintainreplacement of any Covered Insurance Policy, as a cedent, reinsurance agreements or retrocession agreements with any Person which do not comply with the guidelines for reinsurance by Insurance Subsidiaries Reinsurer shall reinsure the risk resulting from such conversion on the basis set forth on Schedule 6.21 heretohereby with respect to the Covered Insurance Policies. (d) If, in the normal course of administration (other than the issuance of Supplemental Contracts, which are addressed in Section 2.1(f) below), the policy number of a Covered Insurance Policy is changed, the policy shall continue to constitute a Covered Insurance Policy for purposes of this Agreement. (e) For so long as amended with the consent Ceding Company retains administrative responsibilities for all of the Lenders Covered Insurance Policies and until FLAS (or a replacement thereof) is transferred to the Reinsurer or otherwise becomes an Affiliate of the Reinsurer and assumes administration of Administered Policies, Supplemental Contracts will not be Covered Insurance Policies whether or not such Supplemental Contract was derived from a Covered Insurance Policy. “Reinsurance Guidelines”); provided, however, Supplemental Contract” means a contract that the foregoing shall not require an Insurance Subsidiary to terminate a reinsurance agreement or retrocession agreement if such Person ceases to be an Approved Reinsurer due is issued by Ceding Company to a downgrade policyholder or beneficiary of a life insurance policy or an annuity contract issued by The A.M. Best Company, Inc. Ceding Company pursuant to which Ceding Company retains proceeds of such life insurance policy or S&P and annuity contract for payment in accordance with such reinsurance or retrocession agreement cannot be replaced on commercially reasonable termscontract.

Reinsurance. (a) The Borrower shall cause each Insurance Subsidiary Subject to maintain reinsurance protection the terms and conditions of this Agreement, the Company hereby cedes on a combination coinsurance/modified coinsurance basis or a combination coinsurance/coinsurance with respect funds withheld basis, as specified on Schedule 1.1(a), to each individual insurance policy written by such Insurance Subsidiary which reinsurance protection, in the event of a loss, limits the net loss of such Insurance Subsidiary under such insurance policy to 2.5% or less Reinsurer as of the Statutory Surplus Amendment Effective Time, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure on such basis as of such the Amendment Effective Time, one hundred percent (100%) of all Reinsured Liabilities arising under or relating to the Covered Insurance Subsidiary. For purposes of this Section 6.21(a), the term “net loss” shall mean the loss and loss adjustment expenses incurred by the Insurance Subsidiary under an insurance policy net of any amounts recoverable or recovered from reinsurers with respect to such loss and loss adjustment expenses without regard to any reinstatement premiums paid or payable to such reinsurer. (b) The Borrower shall not cause or permit an Insurance Subsidiary to enter into or maintain, as a cedent, reinsurance agreements or retrocession agreements with any Person other than an Approved ReinsurerContracts; provided, however, that the foregoing Reinsurer’s portion of the Reinsured Liabilities shall never exceed the portion of such liabilities assumed by the Company pursuant to the Covered Insurance Contracts. This Agreement is an agreement for indemnity reinsurance solely between the Company and the Reinsurer and shall not require an Insurance Subsidiary create any legal relationship whatsoever between the Reinsurer and any Person other than the Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is terminated or reduced as provided herein. a. The parties hereto acknowledge that as of the Amendment Effective Time, SLD effected the SLD Recapture and accordingly the business ceded by the Company hereunder was subject to terminate a reinsurance agreement such recapture. As of the Amendment Effective Time, the accounting for the SLD Recapture as set forth in Schedule 2.1 was effected. b. On and after the Amendment Effective Time, the Reinsurer has the responsibility for paying to or retrocession agreement if such Person ceases to be an Approved Reinsurer due to a downgrade by The A.M. Best on behalf of the Company, Inc. as and when due, all Reinsured Liabilities arising under or S&P and such reinsurance or retrocession agreement cannot be replaced on commercially reasonable termsattributable to the Covered Insurance Contracts. c. Notwithstanding anything to the contrary herein, Original Treaty (cA) The Borrower shall remain in full force and effect with respect to the parties’ respective rights and obligations thereunder arising prior to the Amendment Effective Time. For the avoidance of doubt, (i) Reinsured Liabilities not cause or permit an Insurance Subsidiary paid by the Reinsurer prior to enter into or maintainthe Amendment Effective Time are reinsured under the terms of Original Treaty (A) without giving effect to the SLD Recapture, as a cedent, reinsurance agreements or retrocession agreements with any Person which do not comply with the guidelines for reinsurance by Insurance Subsidiaries set forth on Schedule 6.21 hereto, as amended with the consent of the Lenders (the “Reinsurance Guidelines”); provided, however, that the foregoing shall not require an Insurance Subsidiary to terminate a reinsurance agreement or retrocession agreement if such Person ceases to be an Approved Reinsurer due to a downgrade by The A.M. Best Company, Inc. or S&P and such reinsurance or retrocession agreement cannot be replaced on commercially reasonable terms.and

Reinsurance. (a) The Borrower shall cause each Insurance Subsidiary Subject to maintain reinsurance protection with respect to each individual insurance policy written by such Insurance Subsidiary which reinsurance protectionthe terms and conditions of this Agreement, in the event of a loss, limits the net loss of such Insurance Subsidiary under such insurance policy to 2.5% or less as of the Statutory Surplus of such Insurance Subsidiary. For purposes of this Section 6.21(a)Effective Time, the term “net loss” Ceding Company hereby cedes on an indemnity reinsurance basis to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, one hundred percent (100%) of all General Account Liabilities on a coinsurance basis and one hundred percent (100%) of all Separate Account Liabilities on a modified coinsurance basis. In addition, on and after the Effective Time, the Reinsurer hereby assumes and agrees to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and shall mean not create any legal relationship whatsoever between the loss Reinsurer and loss adjustment expenses incurred by any Person other than the Insurance Subsidiary Ceding Company. The reinsurance effected under an insurance policy net this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after the Effective Time, the Reinsurer shall be obligated to make payments to or on behalf of any amounts recoverable or recovered from reinsurers with respect to such loss the Ceding Company, as and loss adjustment expenses without regard to any reinstatement premiums paid or payable to such reinsurerwhen due, of all Reinsured Liabilities. (b) The Borrower Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to its policy terms or by the Reinsurer pursuant to the terms of the Administrative Services Agreement, such Covered Insurance Policy shall be automatically reinsured hereunder. Except as set forth in the proviso below, any conversion, exchange or replacement policy or contract issued by the Ceding Company and arising from a Covered Insurance Policy that is converted, exchanged or replaced pursuant to its policy terms shall be deemed to constitute a Covered Insurance Policy for purposes of this Agreement and shall be automatically reinsured hereunder; PROVIDED, HOWEVER, that if a policyholder of a Covered Insurance Policy chooses to convert, exchange or replace such Covered Insurance Policy pursuant to its policy terms with a policy or contract issued by the Ceding Company that does not correspond to (i) a policy form identified on SCHEDULE 1.1(A) or (ii) a new policy form filed by the Reinsurer as permitted under the Administrative Services Agreement, such new policy or contract shall not cause constitute a Covered Insurance Policy and will not be reinsured hereunder. A terminated policy or permit an contract that would have been a Covered Insurance Subsidiary to enter into or maintain, as a cedent, reinsurance agreements or retrocession agreements with any Person other than an Approved Reinsurer; provided, howeverPolicy had it been in force at the Effective Time, that later reinstates pursuant to its policy provisions, will be reinsured by the foregoing shall not require an Reinsurer and become a Covered Insurance Subsidiary Policy. The Reinsurer will be entitled to terminate a reinsurance agreement or retrocession agreement if retain any Premiums and interest for coverage that is received for such Person ceases reinstatement, and the Ceding Company will transfer to be an Approved the Reinsurer due to a downgrade by The A.M. Best Company, Inc. or S&P and the amount of reserves for such reinsurance or retrocession agreement cannot be replaced on commercially reasonable terms. (c) The Borrower shall not cause or permit an reinstated Covered Insurance Subsidiary to enter into or maintain, Policy calculated as a cedent, reinsurance agreements or retrocession agreements with any Person which do not comply with the guidelines for reinsurance by Insurance Subsidiaries set forth on Schedule 6.21 hereto, as amended with the consent of the Lenders (Effective Time. The effective date of reinsurance for such reinstated Covered Insurance Policy shall be the “Reinsurance Guidelines”); provided, however, that the foregoing shall not require an Insurance Subsidiary to terminate a reinsurance agreement or retrocession agreement if such Person ceases to be an Approved Reinsurer due to a downgrade by The A.M. Best Company, Inc. or S&P and such reinsurance or retrocession agreement cannot be replaced on commercially reasonable termsEffective Time.

Reinsurance. (a) The Borrower shall cause each Insurance Subsidiary to maintain reinsurance protection with respect to each individual insurance policy written by such Insurance Subsidiary which reinsurance protection, in the event of a loss, limits the net loss of such Insurance Subsidiary under such insurance policy to 2.5% or less of the Statutory Surplus of such Insurance Subsidiary. For purposes of this Section 6.21(a), the term “net loss” shall mean the loss and loss adjustment expenses incurred by the Insurance Subsidiary under an insurance policy net of any amounts recoverable or recovered from reinsurers with respect to such loss and loss adjustment expenses without regard to any reinstatement premiums paid or payable to such reinsurer. (b) The Borrower shall not cause or permit an Insurance Subsidiary to enter into or maintain, as a cedent, reinsurance agreements or retrocession agreements with any Person other than an Approved Reinsurer; provided, however, that the foregoing shall not require an Insurance Subsidiary to terminate a reinsurance agreement or retrocession agreement if such Person ceases to be an Approved Reinsurer due to a downgrade by The A.M. Best Company, Inc. or S&P and such reinsurance or retrocession agreement cannot be replaced on commercially reasonable terms. (c) The Borrower shall not cause or permit an Insurance Subsidiary to enter into or maintain, as a cedent, reinsurance agreements or retrocession retrocesssion agreements with any Person which do not comply with the guidelines for reinsurance by Insurance Subsidiaries set forth on Schedule 6.21 hereto, as amended with the consent of the Lenders (the “Reinsurance Guidelines”); provided, however, that the foregoing shall not require an Insurance Subsidiary to terminate a reinsurance agreement or retrocession agreement if such Person ceases to be an Approved Reinsurer due to a downgrade by The A.M. Best Company, Inc. or S&P and such reinsurance or retrocession agreement cannot be replaced on commercially reasonable terms.

Reinsurance. (a) Subject to the terms and conditions of this Agreement, as of the Effective Time, the Ceding Company hereby cedes on an indemnity reinsurance basis to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, one hundred percent (100%) of the General Account Liabilities on a coinsurance basis and one hundred percent (100%) of the Separate Account Liabilities on a modified coinsurance basis. This Agreement is solely between the Ceding Company and the Reinsurer and shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The Borrower reinsurance effected under this Agreement shall cause each Insurance Subsidiary to maintain be maintained in force, without reduction, unless such reinsurance protection with respect to each individual insurance policy written by such Insurance Subsidiary which reinsurance protectionis recaptured, terminated or reduced as provided herein. On and after the Effective Time, in accordance with the event terms of a lossthis Agreement and the Administrative Services Agreement, limits the net loss of such Insurance Subsidiary under such insurance policy Reinsurer shall be obligated to 2.5% make payments to or less on behalf of the Statutory Surplus Ceding Company, as and when due, of such Insurance Subsidiary. For purposes of this Section 6.21(a), the term “net loss” shall mean the loss and loss adjustment expenses incurred by the Insurance Subsidiary under an insurance policy net of any amounts recoverable or recovered from reinsurers with respect to such loss and loss adjustment expenses without regard to any reinstatement premiums paid or payable to such reinsurerall Reinsured Liabilities. (b) Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy, such Covered Insurance Policy shall be automatically reinsured hereunder (as so reinsured, a “Reinstated Policy”). Any Reinstated Policy shall constitute a Covered Insurance Policy for all purposes hereunder, including (among other things) the transfer of Recoverables and the discharge of Reinsured Liabilities relating thereto. (c) The Borrower Ceding Company shall not, and shall cause each of its Affiliates not cause to, without the prior written consent of the Reinsurer, directly solicit or permit an encourage any owners, policyholders or beneficiaries under any Covered Insurance Subsidiary to enter into Policy, or maintainany Distributors, as a cedent, reinsurance agreements or retrocession agreements in connection with any Person other than an Approved ReinsurerProgram of Internal Replacement; provided, however, that the foregoing Ceding Company shall not require be liable for any conduct independently undertaken by any Distributors that the Ceding Company does not Control, or in the case of a natural person, who is not an Insurance Subsidiary to terminate a reinsurance agreement or retrocession agreement if such Person ceases to be an Approved Reinsurer due to a downgrade by The A.M. Best Company, Inc. or S&P and such reinsurance or retrocession agreement cannot be replaced on commercially reasonable terms. (c) The Borrower shall not cause or permit an Insurance Subsidiary to enter into or maintain, as a cedent, reinsurance agreements or retrocession agreements with any Person which do not comply with the guidelines for reinsurance by Insurance Subsidiaries set forth on Schedule 6.21 hereto, as amended with the consent employee of the Lenders (Ceding Company or its Affiliates. As used herein, the term “Reinsurance Guidelines”); providedProgram of Internal Replacement” means any program that is initiated, howevermaintained, sponsored or supported by the Ceding Company or any of its Affiliates to offer on a targeted, systematic or programmatic basis to any or all owners, policyholders or beneficiaries under Covered Insurance Policies with an intent to cause policyholders or beneficiaries to exchange, convert or transfer any such Covered Insurance Policy for another policy or contract type written by the Ceding Company or any of its Affiliates that the foregoing shall is not require an Insurance Subsidiary to terminate a reinsurance agreement or retrocession agreement if such Person ceases to be an Approved Reinsurer due to a downgrade by The A.M. Best Company, Inc. or S&P and such reinsurance or retrocession agreement cannot be replaced on commercially reasonable termsreinsured under this Agreement.

Reinsurance. (a) The Borrower shall cause each Insurance Subsidiary to maintain reinsurance protection with respect to each individual insurance policy written by such Insurance Subsidiary which reinsurance protection, in the event of a loss, limits the net loss of such Insurance Subsidiary under such insurance policy to 2.5% or less Section 5.17(a) of the Statutory Surplus Business Disclosure Schedule sets forth, as of such Insurance Subsidiary. For purposes the date of this Section 6.21(aAgreement, a true, complete and correct list of each reinsurance Contract pursuant to which any Seller has ceded or retroceded risks under any Covered Insurance Policy (each, an “Existing Reinsurance Agreement”). Sellers have made available to Buyer true, complete and correct copies of each Existing Reinsurance Agreement (other than any Terminating Reinsurance Agreement) that is in force on the date of this Agreement (each such Existing Reinsurance Agreement, a “Material Existing Reinsurance Agreement”), the term “net loss” shall mean the loss and loss adjustment expenses incurred by the Insurance Subsidiary under an insurance policy net of any amounts recoverable or recovered from reinsurers with respect to such loss and loss adjustment expenses without regard to any reinstatement premiums paid or payable to such reinsurerall amendments thereto. (b) The Borrower shall not cause or permit an Insurance Subsidiary to enter into or maintainSection 5.17(b) of the Business Disclosure Schedule sets forth, as of the date of this Agreement, a cedenttrue, complete and correct list of each reinsurance agreements Contract whereby a Covered Insurance Policy is ceded or retrocession agreements with any Person other than an Approved Reinsurer; provided, however, that the foregoing shall not require an Insurance Subsidiary to terminate retroceded by a reinsurance agreement or retrocession agreement if such Person ceases to be an Approved Reinsurer due non-affiliated third-party to a downgrade by The A.M. Best CompanySeller (each, Inc. or S&P an “Underlying Reinsurance Agreement”). Sellers have made available to Buyer true, complete and such reinsurance or retrocession agreement cannot be replaced on commercially reasonable termscorrect copies of each Underlying Reinsurance Agreement, and all amendments thereto. (c) The Borrower shall not cause or permit an Insurance Subsidiary to enter into or maintain, as Each Material Existing Reinsurance Agreement and each Underlying Reinsurance Agreement is in full force and effect in accordance with its terms and is a cedent, reinsurance agreements or retrocession agreements with any Person which do not comply with the guidelines for reinsurance by Insurance Subsidiaries set forth on Schedule 6.21 hereto, as amended with the consent valid and binding obligation of the Lenders (applicable Seller and, to the “Knowledge of Sellers, each other party to such Material Existing Reinsurance Guidelines”); providedAgreement or Underlying Reinsurance Agreement, however, that the foregoing shall not require an Insurance Subsidiary to terminate a reinsurance agreement or retrocession agreement if except for such Person ceases failures to be an Approved valid and binding as have not had, and are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Business. Each Material Existing Reinsurance Agreement and each Underlying Reinsurance Agreement is enforceable in accordance with its terms against the applicable Seller and, to the Knowledge of Sellers, each other party to such Material Existing Reinsurance Agreement or Underlying Reinsurance Agreement, subject in each case to the Enforceability Exceptions. No Seller is (or with notice or lapse of time or both, will be) in breach or default under any such Material Existing Reinsurance Agreement or Underlying Reinsurance Agreement, and, to the Knowledge of Sellers, no other party to any such Material Existing Reinsurance Agreement or Underlying Reinsurance Agreement is (or with notice or lapse of time or both, will be) in breach or default thereunder, in each case, other than those breaches or defaults as have not had, and are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Business. Each Seller has performed all of its material obligations under the Existing Reinsurance Agreements and Underlying Reinsurance Agreements (in each case, other than any Terminating Reinsurance Agreements) in all material respects. (d) Since January 1, 2016, (i) there has not been any dispute with respect to any material amounts recoverable or payable by a Seller or any of its Affiliates pursuant to any Material Existing Reinsurance Agreement and (ii) no Existing Reinsurer due under any Material Existing Reinsurance Agreement has denied coverage with respect to a downgrade any current or prospective material claim. To the Knowledge of Sellers, no Material Existing Reinsurance Agreement is currently subject to any pending audit by The A.M. Best Companythe reinsurer thereunder. Since January 1, Inc. 2017, (i) Sellers and their Affiliates have not received any written or, to the Knowledge of Sellers, oral notice of any actual or S&P proposed increase in the rate payable under any Material Existing Reinsurance Agreement, and (ii) no such reinsurance increase has occurred. No Existing Reinsurer has given written notice of termination (provisional or retrocession agreement cannot be replaced on commercially reasonable termsotherwise) under any Material Existing Reinsurance Agreement or has stopped or, to the Knowledge of Sellers, threatened to stop paying claims. To the Knowledge of Sellers, no Existing Reinsurer under any Material Existing Reinsurance Agreement is the subject of any rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding.

Reinsurance. (a) The Borrower shall cause each Insurance Subsidiary Subject to maintain reinsurance protection with respect the terms and conditions of this Agreement, the Company hereby cedes on a coinsurance basis to each individual insurance policy written by such Insurance Subsidiary which reinsurance protection, in the event of a loss, limits the net loss of such Insurance Subsidiary under such insurance policy to 2.5% or less Reinsurer as of the Statutory Surplus Trifurcation Effective Time, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure on such basis as of such the Trifurcation Effective Time, one hundred percent (100%) of all Reinsured Liabilities arising under or relating to the Covered Insurance SubsidiaryContracts. For purposes of this Section 6.21(a), This Agreement is an agreement for 10 indemnity reinsurance solely between the term “net loss” shall mean Company and the loss Reinsurer and loss adjustment expenses incurred by the Insurance Subsidiary under an insurance policy net of any amounts recoverable or recovered from reinsurers with respect to such loss and loss adjustment expenses without regard to any reinstatement premiums paid or payable to such reinsurer. (b) The Borrower shall not cause or permit an Insurance Subsidiary to enter into or maintain, as a cedent, reinsurance agreements or retrocession agreements with create any legal relationship whatsoever between the Reinsurer and any Person other than an Approved Reinsurerthe Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is terminated or reduced as provided herein. a. On and after the Trifurcation Effective Time, the Reinsurer will have the responsibility for paying to or on behalf of the Company, as and when due, all Reinsured Liabilities arising under or attributable to the Covered Insurance Contracts. b. Notwithstanding anything to the contrary herein, the Original Reinsurance Agreement shall remain in full force and effect with respect to the parties' respective rights and obligations thereunder arising prior to the Trifurcation Effective Time; provided, howeverfor the avoidance of doubt, that (i) Reinsured Liabilities not paid by the foregoing Reinsurer prior to the Trifurcation Effective Time are reinsured under this Agreement regardless of whether they arose or arise prior to or after the Trifurcation Effective Time, and (ii) neither party shall not require an Insurance Subsidiary be required to terminate a reinsurance agreement pay any amount under this Agreement that it has paid pursuant to the Original Reinsurance Agreement or retrocession agreement if such Person ceases to be an Approved Reinsurer due to a downgrade by The A.M. Best Company, Inc. or S&P and such reinsurance or retrocession agreement cannot be replaced on commercially reasonable termsvice versa. (c) The Borrower shall not cause or permit an Insurance Subsidiary to enter into or maintain, as a cedent, reinsurance agreements or retrocession agreements with any Person which do not comply with the guidelines for reinsurance by Insurance Subsidiaries set forth on Schedule 6.21 hereto, as amended with the consent of the Lenders (the “Reinsurance Guidelines”); provided, however, that the foregoing shall not require an Insurance Subsidiary to terminate a reinsurance agreement or retrocession agreement if such Person ceases to be an Approved Reinsurer due to a downgrade by The A.M. Best Company, Inc. or S&P and such reinsurance or retrocession agreement cannot be replaced on commercially reasonable terms.

Reinsurance. (a) The Borrower shall cause each Insurance Subsidiary Subject to maintain reinsurance protection with respect the terms and conditions of this Agreement, the Company hereby cedes on a coinsurance basis to each individual insurance policy written by such Insurance Subsidiary which reinsurance protection, in the event of a loss, limits the net loss of such Insurance Subsidiary under such insurance policy to 2.5% or less Reinsurer as of the Statutory Surplus Trifurcation Effective Time, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure on such basis as of such the Trifurcation Effective Time, one hundred percent (100%) of all Reinsured Liabilities arising under or relating to the Covered Insurance SubsidiaryContracts. For purposes of this Section 6.21(a), This Agreement is an agreement for indemnity reinsurance solely between the term “net loss” shall mean Company and the loss Reinsurer and loss adjustment expenses incurred by the Insurance Subsidiary under an insurance policy net of any amounts recoverable or recovered from reinsurers with respect to such loss and loss adjustment expenses without regard to any reinstatement premiums paid or payable to such reinsurer. (b) The Borrower shall not cause or permit an Insurance Subsidiary to enter into or maintain, as a cedent, reinsurance agreements or retrocession agreements with create any legal relationship whatsoever between the Reinsurer and any Person other than an Approved Reinsurerthe Company. The reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is terminated or reduced as provided herein. a. On and after the Trifurcation Effective Time, the Reinsurer will have the responsibility for paying to or on behalf of the Company, as and when due, all Reinsured Liabilities arising under or attributable to the Covered Insurance Contracts. b. Notwithstanding anything to the contrary herein, the Original Reinsurance Agreement shall remain in full force and effect with respect to the parties' respective rights and obligations thereunder arising prior to the Trifurcation Effective Time; provided, howeverfor the avoidance of doubt, that (i) Reinsured Liabilities not paid by the foregoing Reinsurer prior to the Trifurcation Effective Time are reinsured under this Agreement regardless of whether they arose or arise prior to or after the Trifurcation Effective Time, and (ii) neither party shall not require an Insurance Subsidiary be required to terminate a reinsurance agreement pay any amount under this Agreement that it has paid pursuant to the Original Reinsurance Agreement or retrocession agreement if such Person ceases to be an Approved Reinsurer due to a downgrade by The A.M. Best Company, Inc. or S&P and such reinsurance or retrocession agreement cannot be replaced on commercially reasonable termsvice versa. (c) The Borrower shall not cause or permit an Insurance Subsidiary to enter into or maintain, as a cedent, reinsurance agreements or retrocession agreements with any Person which do not comply with the guidelines for reinsurance by Insurance Subsidiaries set forth on Schedule 6.21 hereto, as amended with the consent of the Lenders (the “Reinsurance Guidelines”); provided, however, that the foregoing shall not require an Insurance Subsidiary to terminate a reinsurance agreement or retrocession agreement if such Person ceases to be an Approved Reinsurer due to a downgrade by The A.M. Best Company, Inc. or S&P and such reinsurance or retrocession agreement cannot be replaced on commercially reasonable terms.