Common use of Reinsurance Clause in Contracts

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, (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 not create any legal relationship whatsoever between the Reinsurer and any Person other than 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, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and discharge, 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 Ceding Company shall transfer to the Reinsurer any Premiums and related interest that the Ceding Company receives in connection with such reinstatement. (c) The Ceding Company agrees not to solicit, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders under any Covered Insurance Policies through any “program of internal replacement” without the prior written consent of the

Reinsurance. (a) Subject 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 terms and conditions 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 Agreement, as of the Effective TimeSection 6.21(a), the Ceding Company hereby cedes on term “net loss” shall mean the loss and loss adjustment expenses incurred by the Insurance Subsidiary under an indemnity reinsurance basis insurance policy net of any amounts recoverable or recovered from reinsurers with respect to the Reinsurer, such loss and the Reinsurer hereby accepts and agrees loss adjustment expenses without regard 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 any reinstatement premiums paid or payable 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 not create any legal relationship whatsoever between the Reinsurer and any Person other than 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, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and discharge, as and when due, of all Reinsured Liabilitiesreinsurer. (b) Upon the reinstatement The Borrower shall not cause or reissuance of permit an Insurance Subsidiary to enter into or maintain, as a cedent, reinsurance agreements or retrocession agreements with any reducedPerson other than an Approved Reinsurer; provided, terminatedhowever, 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 Ceding Company shall transfer to the Reinsurer any Premiums and related interest that the Ceding Company receives in connection with foregoing shall not require an Insurance Subsidiary to terminate a reinsurance agreement or retrocession agreement if such reinstatementPerson 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 Ceding Company agrees Borrower shall not cause or permit an Insurance Subsidiary to solicitenter into or maintain, and will cause its Affiliates to refrain from solicitingas a cedent, ownersreinsurance 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, beneficiaries or policyholders under any Covered Insurance Policies through any “program of internal replacement” without as amended with the prior written consent of thethe 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, effective 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, (i) the General Account a Quota Share of all Reinsured Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities IMR on a modified coinsurance basis. In additionWithout limiting the foregoing, 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 and, except as contemplated in Article VIII, shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in 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 or indemnify the Ceding Company for the payment and dischargeCompany, 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 any Ex Gratia Payments made or approved by any affiliated or unaffiliated Reinsurer Appointed Administrator shall be deemed to be a payment consented to in writing by the Reinsurer. (b) Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to in accordance with its policy terms or at and the direction of, or as consented to byCeding Company’s reinstatement policies, the Reinsurerreinsurance 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 shall be automatically reinsured hereunder. The requires payment of Premiums in arrears or reimbursement of claims paid, following receipt of such amounts, the Ceding Company shall transfer to the Reinsurer any a Quota Share of all Premiums in arrears and related interest that a Quota Share of all reimbursements of claims paid on such Covered Insurance Policy to the Ceding Company receives in connection with extent such reinstatementclaims had been reimbursed by the Reinsurer hereunder. (c) The Ceding Company agrees not Any conversion, exchange or replacement policy or contract arising from the Covered Insurance Policies that is converted, exchanged or replaced pursuant to solicitand in accordance with its policy terms shall be deemed to constitute a Covered Insurance Policy for purposes of this Agreement only (i) if such converted, and will cause its Affiliates exchanged or 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 Policy so converted, exchanged or replaced or (ii) pursuant to refrain from solicitingSection 2.1(g) and, ownersin the event of such a conversion, beneficiaries exchange or policyholders under replacement of any Covered Insurance Policy, the Reinsurer shall reinsure the risk resulting from such conversion on the basis set forth hereby 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 the Ceding Company retains administrative responsibilities for all of the Covered Insurance Policies through any 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. “program Supplemental Contract” means a contract that is issued by Ceding Company to a policyholder or beneficiary of internal replacement” without the prior written consent a life insurance policy or an annuity contract issued by Ceding Company pursuant to which Ceding Company retains proceeds of thesuch life insurance policy or annuity contract for payment in accordance with such contract.

Reinsurance. (a) Subject to the terms and conditions of this Agreement, effective 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, (i) the General Account a Quota Share of all Reinsured Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities IMR on a modified coinsurance basis. In additionWithout limiting the foregoing, 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-Extra- Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and and, except as contemplated in Article VIII, shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in 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 or indemnify the Ceding Company for the payment and dischargeCompany, 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 any Ex Gratia Payments made or approved by any affiliated or unaffiliated Reinsurer Appointed Administrator shall be deemed to be a payment consented to in writing by the Reinsurer. (b) Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to in accordance with its policy terms or at and the direction of, or as consented to byCeding Company’s reinstatement policies, the Reinsurerreinsurance 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 shall be automatically reinsured hereunder. The requires payment of Premiums in arrears or reimbursement of claims paid, following receipt of such amounts, the Ceding Company shall transfer to the Reinsurer any a Quota Share of all Premiums in arrears and related interest that a Quota Share of all reimbursements of claims paid on such Covered Insurance Policy to the Ceding Company receives in connection with extent such reinstatementclaims had been reimbursed by the Reinsurer hereunder. (c) The Ceding Company agrees not Any conversion, exchange or replacement policy or contract arising from the Covered Insurance Policies that is converted, exchanged or replaced pursuant to solicitand in accordance with its policy terms shall be deemed to constitute a Covered Insurance Policy for purposes of this Agreement only (i) if such converted, and will cause its Affiliates exchanged or 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 Policy so converted, exchanged or replaced or (ii) pursuant to refrain from solicitingSection 2.1(g) and, ownersin the event of such a conversion, beneficiaries exchange or policyholders under replacement of any Covered Insurance Policy, the Reinsurer shall reinsure the risk resulting from such conversion on the basis set forth hereby 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 the Ceding Company retains administrative responsibilities for all of the Covered Insurance Policies through any 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. “program Supplemental Contract” means a contract that is issued by Ceding Company to a policyholder or beneficiary of internal replacement” without the prior written consent a life insurance policy or an annuity contract issued by Ceding Company pursuant to which Ceding Company retains proceeds of thesuch life insurance policy or annuity contract for payment in accordance with such contract.

Reinsurance. (a) Subject to the terms and conditions of this Agreement, Commencing as of the Effective TimeDate, the Ceding Company hereby cedes on an indemnity as reinsurance basis to the Reinsurer, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, (i) assumes as reinsurance from 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 TimeCompany, 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 hereby assumes and agrees to indemnify the Company, subject to the terms, conditions, and hold limitations set forth in this Agreement, for any and all Losses (net of any applicable Third Party Reinsurance in effect at the Ceding Company harmless from and against all Reinsurer Extra-Contractual Obligations. This Agreement time a Loss is solely between the Ceding Company and the Reinsurer and shall paid that is not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding CompanyCovered Third Party Reinsurance). The exclusion of such Third Party Reinsurance in the preceding sentence will be effective whether or not such reinsurance effected under is collectible. The Reinsurer shall be subject in all respects to 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 any Person who owns or is insured under the Covered Policies. For the avoidance of doubt, Reinsurer shall not be maintained in force, without reduction, unless such reinsurance is recaptured, terminated or reduced as provided herein. On and after required to reimburse the Company for Losses paid prior to the Effective TimeDate. (b) In the event of a refinancing (whether by refunding, redemption, optional tender or otherwise) of the 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 under such Covered Policy, improve the Company’s position, or improve the credit quality or credit risk profile of the risk under such Covered Policy, then any Policy issued by the Company in respect of the Refinancing Obligations meeting the foregoing requirements with the consent of 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 Reinsurer shall be obligated deemed to make payments 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 Ceding Company Company, all Recovery settlements and all settlements with an issuer or indemnify obligor (an “Issuer”) with respect to obligations insured under a Covered Policy (including deficiencies resulting therefrom), shall be final, conclusive and unconditionally binding upon the Ceding Company for Reinsurer, and the payment and dischargeReinsurer agrees to pay or allow, as and when duethe case may be, of all Reinsured Liabilitieseach such settlement in accordance with this Agreement. (be) Upon the reinstatement or reissuance of any reducedThe Company hereby sells, terminated, lapsed or surrendered Covered Insurance Policy either pursuant assigns and transfers to its policy terms or at the direction of, or as consented to by, the Reinsurer, such Covered Insurance Policy any and all Recoveries received by the Company in accordance with Section 17, and the Company shall be automatically reinsured hereunderpay the Reinsurer any Recovery actually received by the Company whether received during or after the term of this Agreement. The Ceding Company shall transfer 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 accounting with respect to any Premiums Loss paid or due to be paid, which shall be prepared by the Company and related interest that shall contain the Ceding policy number, the payee, the due date and the amount due. The Reinsurer shall make payment to the Company receives 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 reinstatementreinsurer. (ch) The Ceding 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 agrees not shall cede, to solicitthe 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 waiver applies to the Reinsurer, and the Reinsurer will cause its Affiliates assume as reinsurance all of the risks associated with such Specified Policies. Upon the effectiveness of such cede and assumption, Exhibit A (and, to refrain from solicitingthe extent applicable, ownersExhibit A-1 and Exhibit A-2) will automatically be amended to include such Specified Policies, beneficiaries 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 other Third Party Reinsurance covering the Specified Policies, in each case, that is commuted or policyholders under recaptured prior to or upon the effectiveness of such cession and assumption, which shall be treated as Third Party Reinsurance for purposes of Section 8(a)) and be made on the date of such cession. (i) 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 cede, to the extent that the Specified Policies comply with the standard of Covered Insurance Policies through 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 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 “program 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 internal replacement” without such cession and assumption, Section 8(a)(v). (j) In the prior written 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 thethe 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 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).

Reinsurance. (a) Subject to the terms and conditions of this Agreement, effective 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, (i) the General Account a Quota Share of all Reinsured Liabilities on a coinsurance basis and (ii) the Separate Account Liabilities IMR on a modified coinsurance basis. In additionWithout limiting the foregoing, 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-Extra- Contractual Obligations. This Agreement is solely between the Ceding Company and the Reinsurer and and, except as contemplated in Article VII, shall not create any legal relationship whatsoever between the Reinsurer and any Person other than the Ceding Company. The reinsurance effected under this Agreement shall be maintained in 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 or indemnify the Ceding Company for the payment and dischargeCompany, 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 any Ex Gratia Payments made or approved by any affiliated or unaffiliated Reinsurer Appointed Administrator shall be deemed to be a payment consented to in writing by the Reinsurer. (b) Upon the reinstatement or reissuance of any reduced, terminated, lapsed or surrendered Covered Insurance Policy either pursuant to in accordance with its policy terms or at and the direction of, or as consented to byCeding Company’s reinstatement policies, the Reinsurerreinsurance 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 shall be automatically reinsured hereunder. The requires payment of Premiums in arrears or reimbursement of claims paid, following receipt of such amounts, the Ceding Company shall transfer to the Reinsurer any a Quota Share of all Premiums in arrears and related interest that a Quota Share of all reimbursements of claims paid on such Covered Insurance Policy to the Ceding Company receives in connection with extent such reinstatementclaims had been reimbursed by the Reinsurer hereunder. (c) The Ceding Company agrees not Any conversion, exchange or replacement policy or contract arising from the Covered Insurance Policies that is converted, exchanged or replaced pursuant to solicitand in accordance with its policy terms shall be deemed to constitute a Covered Insurance Policy for purposes of this Agreement only (i) if such converted, and will cause its Affiliates exchanged or 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 Policy so converted, exchanged or replaced or (ii) pursuant to refrain from solicitingSection 2.1(g) and, ownersin the event of such a conversion, beneficiaries exchange or policyholders under replacement of any Covered Insurance Policy, the Reinsurer shall reinsure the risk resulting from such conversion on the basis set forth hereby 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 the Ceding Company retains administrative responsibilities for all of the Covered Insurance Policies through any 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. “program Supplemental Contract” means a contract that is issued by Ceding Company to a policyholder or beneficiary of internal replacement” without the prior written consent a life insurance policy or an annuity contract issued by Ceding Company pursuant to which Ceding Company retains proceeds of thesuch life insurance policy or annuity contract for payment in accordance with such contract.

Reinsurance. Except as would not, individually or in the aggregate, reasonably be likely to have a Sagicor Material Adverse Effect, (a) Subject each Sagicor Insurance Entity has appropriately taken credit in its Sagicor Statements pursuant to 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 insurance or similar arrangements (the terms and conditions of this Agreement“Reinsurance Contracts”) to which it is a party, 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, (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 not create any legal relationship whatsoever between the Reinsurer and any Person other than 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, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and discharge, as and when due, of all Reinsured Liabilities. (b) Upon none of the reinstatement or reissuance of any reducedapplicable Sagicor Insurance Entities or, 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 Ceding Company shall transfer to the Reinsurer Knowledge of Sagicor, any Premiums and related interest that counterparty to any Reinsurance Contract is (with or without notice or lapse of time or both) in default or breach under the Ceding Company receives in connection with terms of such reinstatement. Reinsurance Contract, (c) The Ceding Company agrees 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 solicitthe extent that a default thereunder is reasonably anticipated and (d) no written notice of intended cancellation has been received by any Sagicor Insurance Entity from any such reinsurer, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders there are no disputes under any Covered Reinsurance Contract. Each Reinsurance Contract is evidenced by a signed agreement or treaty. Each Sagicor Insurance Policies through 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 performed by it and is entitled to all material benefits under the Reinsurance Contracts to which it is a 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 it pursuant to any “program Reinsurance Contract. All of internal replacement” without the prior written consent Reinsurance Contracts will be given effect to as bona fide reinsurance treaties, with real transfer of therisk for all accounting, Tax, regulatory and actuarial purposes. No side agreements or 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 Contract at a date earlier than the date otherwise provided under such Reinsurance Contract.

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 a combination coinsurance/modified coinsurance basis or a combination coinsurance/coinsurance with funds withheld basis, as specified on Schedule 1.1(a), to the ReinsurerReinsurer as of the Amendment Effective Time, and the Reinsurer hereby accepts and agrees to assume and indemnity reinsure, (i) reinsure on such basis as of 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 Amendment Effective Time, one hundred percent (100%) of all Reinsured Liabilities arising under or relating to the Reinsurer hereby assumes and agrees Covered Insurance Contracts; provided, however, that the Reinsurer’s portion of the Reinsured Liabilities shall never exceed the portion of such liabilities assumed by the Company pursuant to indemnify and hold the Ceding Company harmless from and against all Reinsurer Extra-Contractual ObligationsCovered Insurance Contracts. This Agreement is an agreement for indemnity reinsurance 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 reinsurance effected under this Agreement shall be maintained in force, without reduction, unless such reinsurance is recaptured, 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 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 shall be obligated to make payments has the responsibility for paying to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and dischargeCompany, as and when due, of all Reinsured LiabilitiesLiabilities arising under or attributable to the Covered Insurance Contracts. (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 Ceding Company shall transfer c. Notwithstanding anything to the contrary herein, Original Treaty (A) 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 paid by the Reinsurer any Premiums and related interest that prior to the Ceding Company receives in connection with such reinstatement. Amendment Effective Time are reinsured under the terms of Original Treaty (cA) The Ceding Company agrees not without giving effect to solicitthe SLD Recapture, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders under any Covered Insurance Policies through any “program of internal replacement” without the prior written consent of theand

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 (i100%) the of all General Account Liabilities on a coinsurance basis and one hundred percent (ii100%) the 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 not create any legal relationship whatsoever between the Reinsurer and any Person other than 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, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and dischargeCompany, 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 by the direction of, or as consented Reinsurer pursuant to by, the Reinsurerterms of the Administrative Services Agreement, such Covered Insurance Policy shall be automatically reinsured hereunder. The 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 constitute a Covered Insurance Policy and will not be 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 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 any Premiums and related interest that the Ceding Company receives in connection with amount of reserves for such reinstatement. (c) The Ceding Company agrees not to solicit, and will cause its Affiliates to refrain from soliciting, owners, beneficiaries or policyholders under any reinstated Covered Insurance Policies through any “program Policy calculated as of internal replacement” without the prior written consent Effective Time. The effective date of thereinsurance for such reinstated Covered Insurance Policy shall be the Effective Time.

Reinsurance. (a) Subject 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 terms and conditions 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 Agreement, as of the Effective TimeSection 6.21(a), the Ceding Company hereby cedes on term “net loss” shall mean the loss and loss adjustment expenses incurred by the Insurance Subsidiary under an indemnity reinsurance basis insurance policy net of any amounts recoverable or recovered from reinsurers with respect to the Reinsurer, such loss and the Reinsurer hereby accepts and agrees loss adjustment expenses without regard 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 any reinstatement premiums paid or payable 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 not create any legal relationship whatsoever between the Reinsurer and any Person other than 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, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and discharge, as and when due, of all Reinsured Liabilitiesreinsurer. (b) Upon the reinstatement The Borrower shall not cause or reissuance of permit an Insurance Subsidiary to enter into or maintain, as a cedent, reinsurance agreements or retrocession agreements with any reducedPerson other than an Approved Reinsurer; provided, terminatedhowever, 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 Ceding Company shall transfer to the Reinsurer any Premiums and related interest that the Ceding Company receives in connection with foregoing shall not require an Insurance Subsidiary to terminate a reinsurance agreement or retrocession agreement if such reinstatementPerson 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 Ceding Company agrees Borrower shall not cause or permit an Insurance Subsidiary to solicitenter into or maintain, and will cause its Affiliates to refrain from solicitingas a cedent, ownersreinsurance agreements or retrocesssion agreements with any Person which do not comply with the guidelines for reinsurance by Insurance Subsidiaries set forth on Schedule 6.21 hereto, beneficiaries or policyholders under any Covered Insurance Policies through any “program of internal replacement” without as amended with the prior written consent of thethe 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 Section 5.17(a) of the terms and conditions Business Disclosure Schedule sets forth, as of the date of this Agreement, as 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 Effective Timedate of this Agreement (each such Existing Reinsurance Agreement, the Ceding Company hereby cedes on an indemnity reinsurance basis to the Reinsurera “Material Existing Reinsurance Agreement”), 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 not create any legal relationship whatsoever between the Reinsurer and any Person other than 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, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and discharge, as and when due, of all Reinsured Liabilitiesamendments thereto. (b) Upon Section 5.17(b) of the reinstatement or reissuance Business Disclosure Schedule sets forth, as of any reducedthe date of this Agreement, terminateda true, lapsed or surrendered complete and correct list of each reinsurance Contract whereby a Covered Insurance Policy either pursuant is ceded or retroceded by a non-affiliated third-party to its policy terms or at the direction ofa Seller (each, or as consented an “Underlying Reinsurance Agreement”). Sellers have made available to byBuyer true, the Reinsurercomplete and correct copies of each Underlying Reinsurance Agreement, such Covered Insurance Policy shall be automatically reinsured hereunder. The Ceding Company shall transfer to the Reinsurer any Premiums and related interest that the Ceding Company receives in connection with such reinstatementall amendments thereto. (c) The Ceding Company agrees Each Material Existing Reinsurance Agreement and each Underlying Reinsurance Agreement is in full force and effect in accordance with its terms and is a valid and binding obligation of the applicable Seller and, to the Knowledge of Sellers, each other party to such Material Existing Reinsurance Agreement or Underlying Reinsurance Agreement, except for such failures to be valid and binding as have not to solicithad, 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 cause 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 refrain from soliciting, owners, beneficiaries or policyholders any Material Existing Reinsurance Agreement and (ii) no Existing Reinsurer under any Covered Insurance Policies through Material Existing Reinsurance Agreement has denied coverage with respect to any “program current or prospective material claim. To the Knowledge of internal replacement” without Sellers, no Material Existing Reinsurance Agreement is currently subject to any pending audit by the prior reinsurer thereunder. Since January 1, 2017, (i) Sellers and their Affiliates have not received any written consent or, to the Knowledge of theSellers, oral notice of any actual or proposed increase in the rate payable under any Material Existing Reinsurance Agreement, and (ii) no such increase has occurred. No Existing Reinsurer has given written notice of termination (provisional or otherwise) 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) 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 (i100%) of the General Account Liabilities on a coinsurance basis and one hundred percent (ii100%) of 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 not create any legal relationship whatsoever between the Reinsurer and any Person other than 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, in accordance with the terms of this Agreement and the Administrative Services Agreement, the Reinsurer shall be obligated to make payments to or on behalf of the Ceding Company or indemnify the Ceding Company for the payment and dischargeCompany, 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 ReinsurerPolicy, 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. The Ceding Company shall , including (among other things) the transfer to of Recoverables and the Reinsurer any Premiums and related interest that the Ceding Company receives in connection with such reinstatementdischarge of Reinsured Liabilities relating thereto. (c) The Ceding Company agrees not to solicitshall not, and will shall cause each of its Affiliates to refrain from solicitingnot to, owners, beneficiaries or policyholders under any Covered Insurance Policies through any “program of internal replacement” without the prior written consent of thethe Reinsurer, directly solicit or encourage any owners, policyholders or beneficiaries under any Covered Insurance Policy, or any Distributors, in connection with any Program of Internal Replacement; provided, however, that the Ceding Company shall not 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 employee of the Ceding Company or its Affiliates. As used herein, the term “Program of Internal Replacement” means any program that is initiated, maintained, 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 is not reinsured under this Agreement.