Common use of Third Party Reinsurance Clause in Contracts

Third Party Reinsurance. (i) As of September 30, 2021, the aggregate value of all Third Party Reinsurance Recoverables was [***], which (A) consisted of [***]for case reserves and [***]for incurred but not reported losses and (B) was calculated in all material respects in accordance with (1) statutory accounting principles and generally accepted actuarial principles, in each case consistently applied, (2) Applicable Law and (3) otherwise in accordance with the terms of the applicable Third Party Reinsurance Agreements. Notwithstanding the foregoing, the Reinsurer acknowledges that none of Aspen or Aspen Parent has made or is making any representation or warranty, express or implied, that [***]of Third Party Reinsurance Recoverables will actually be collected. (ii) To the knowledge of Aspen and Aspen Parent, other than in regard to net retained line clauses and similar provisions: (A) no Material Third Party Reinsurance Agreement contains any provision under which the reinsurer may terminate such agreement by reason of the transactions contemplated by this Agreement or the agreements contemplated hereby and (B) there has been no separate contract between the applicable ceding company (or its Affiliates) and any other party to such Material Third Party Reinsurance Agreement that would under any circumstances reduce, limit, mitigate or otherwise affect any actual or potential loss to the parties under any such Material Third Party Reinsurance Agreement, other than inuring contracts that are explicitly defined in any such Material Third Party Reinsurance Agreement. (iii) With respect to each Material Third Party Reinsurance Agreement, to the knowledge of Aspen and Aspen Parent, (A) neither the applicable ceding company (or its Affiliates), on the one hand, nor the reinsurer, on the other, is in default under such Material Third Party Reinsurance Agreement, and no event has occurred which would create a material default or breach by the applicable ceding company (or its Affiliates) under such Material Third Party Reinsurance Agreement, (B) such Material Third Party Reinsurance Agreement is in full force and effect and is valid and enforceable in accordance with its terms subject to the Enforceability Exceptions, and (C) such Material Third Party Reinsurance Agreement complies in all material respects with Applicable Law. To the knowledge of Aspen and Aspen Parent, there are no material pending or threatened disputes with respect to the validity of any Material Third Party Reinsurance Agreement.

Third Party Reinsurance. (ia) As This Agreement is written net of September 30, 2021Third Party Reinsurance Recoveries actually collected. During the Transition Period, the aggregate value Reinsurer shall make payment to the Ceding Company of all Reinsured Liabilities, net of Third Party Reinsurance Recoveries. Following the Transition Period and for so long as the Administrative Services Agreement is in effect thereafter, the Reinsurer shall make payment to (or, as Administrator under the Administrative Service Agreement, on behalf of) the Ceding Company of all Reinsured Liabilities, calculated without reduction for Third Party Reinsurance Recoveries, in consideration for the Reinsurer’s rights under Section 3.2 to all Third Party Reinsurance Recoverables was [***]Recoveries actually received. The Parties agree and acknowledge that the collectability of reinsurance under the Third Party Reinsurance Agreements shall be at the risk and for the account of the Reinsurer. (b) From and after the Closing Date, which (A) consisted upon the direction of [***]for case reserves and [***]for incurred but not reported losses and (B) was calculated in all material respects in accordance with (1) statutory accounting principles and generally accepted actuarial principlesthe Reinsurer to the Ceding Company or, in each case consistently appliedas applicable, (2) Applicable Law and (3) otherwise in accordance with pursuant to the terms of the Administrative Services Agreement, the Reinsurer shall have the exclusive right to terminate, amend or replace with a new reinsurance agreement between the Reinsurer and the applicable reinsurer, in whole or in part, any of the Third Party Reinsurance Agreements. Notwithstanding Agreements to the foregoingextent such termination, amendment or replacement relates to the Reinsured Contracts and the Reinsurer acknowledges that none of Aspen pays all transfer or Aspen Parent has made or is making any representation or warranty, express or implied, that [***]of Third Party Reinsurance Recoverables will actually be collected. (ii) To the knowledge of Aspen and Aspen Parent, other than in regard to net retained line clauses and similar provisions: (A) no Material Third Party Reinsurance Agreement contains any provision under which the reinsurer may terminate such agreement by reason of the transactions contemplated by this Agreement or the agreements contemplated hereby and (B) there has been no separate contract between the applicable ceding company (or its Affiliates) recapture fees and any other party amounts payable by the Ceding Company in connection therewith; provided that such termination, amendment or replacement does not affect the reinsurance coverage or other reinsurance terms provided thereunder with respect to any other business of the Ceding Company reinsured under such Material Third Party Reinsurance Agreement that would under any circumstances reduce, limit, mitigate or otherwise affect any actual or potential loss to the parties under any such Material Third Party Reinsurance Agreement, other than inuring contracts that are explicitly defined in any such Material Third Party Reinsurance Agreement. (iiic) The Ceding Company agrees that it shall take any actions reasonably requested by the Reinsurer to maintain in full force and effect each of the Non-Shared Reinsurance Agreements and to perform fully each of its obligations thereunder to the extent such action is not an action required to be taken by the Administrator under the Administrative Services Agreement following the Transition Period. Except with the prior written consent of the Reinsurer, or as required to comply with applicable Law, the Ceding Company shall not, and shall not agree to, any modification, amendment, supplement, replacement, restatement, termination, waiver, consent, election, or exercise any discretion under, any of the Non-Shared Reinsurance Agreements. (d) With respect to each Material Reinsurer Majority Shared Reinsurance Agreement, the following terms shall apply: (i) The Reinsurer shall have the right to provide reasonable instructions to the Ceding Company in writing to, and, subsequent to its receipt of such written instruction, the Ceding Company shall follow any such written instruction to, enforce any right of the Ceding Company under the Reinsurer Majority Shared Ceded Reinsurance Agreement that is the subject of any such instruction and under applicable Law to the extent (x) related to a coverage dispute or other claim for breach related to a Reinsured Contract against a counterparty to a Third Party Reinsurance Agreement, or (y) that failure to enforce such right would reasonably be expected to have a material adverse effect on the Reinsurer. Any instruction delivered pursuant to this paragraph shall be provided to the knowledge Ceding Company within a reasonable time to permit the Ceding Company to review, clarify, and implement such instruction. The Ceding Company shall have the right to seek to recapture the business other than the Reinsured Contracts that is reinsured under such Reinsurer Majority Shared Reinsurance Contract in the event that any such instruction would be reasonably expected to have a material adverse effect on the Ceding Company. To the extent the Ceding Company becomes aware of Aspen any matter that could require an instruction from the Reinsurer pursuant to this clause (i), and Aspen Parentsuch matter is not otherwise subject to a notification required pursuant to clause (ii) below and the Reinsurer is not aware of such matter in connection with its performance as the administrator under the Administrative Services Agreement, the Ceding Company shall use its commercially reasonable efforts to provide the Reinsurer with written notice thereof promptly upon becoming aware of such matter. (ii) The Ceding Company agrees that, prior to entering into any modification, amendment, supplement, replacement, restatement, waiver, consent, election, or exercising any discretion under a Reinsurer Majority Shared Reinsurance Agreement, the Ceding Company shall (x) provide the Reinsurer with written notice thereof at least thirty (30) days prior to the proposed effectiveness thereof, and (y) seek the prior written consent of the Reinsurer (such consent not to be unreasonably withheld, conditioned or delayed) or non-consent to (A) neither any action involving a proposed rate increase or reduction of reinsurance coverage or any proposal to recapture (in full or in part) such coverage, in each case with respect to the applicable ceding company Reinsured Contracts or (or its Affiliates), B) any other action if such action would reasonably be expected to have a material adverse effect on the one handReinsurer. If the Reinsurer does not provide such written consent within ten (10) days of its receipt of written notice, nor or such shorter period as necessitated by the reinsurerterms of the Shared Reinsurance Agreement as communicated by the Ceding Company to the Reinsurer, on the otherReinsurer shall have been deemed to have automatically consented to such action. (iii) In the event the Ceding Company takes any action requiring the consent of the Reinsurer pursuant to Section 2.12(d)(ii) without obtaining such consent, such action shall be disregarded for purposes of this Agreement, and the reinsurance hereunder will continue as if such action had not occurred (i.e., amounts owed between the Parties shall be calculated using the terms of such Reinsurer Majority Shared Reinsurance Agreement as in effect immediately prior to such action). (iv) In addition, the Ceding Company shall, and shall cause its Affiliates to, act in accordance with the reasonable direction of the Reinsurer (which direction could include a direction to settle) in connection with any arbitration or litigation between the Ceding Company and any counterparty to a Reinsurer Majority Shared Reinsurance Agreement to enforce the Ceding Company’s rights under any such Reinsurer Majority Shared Reinsurance Agreement, to the extent (x) such arbitration or litigation is in default under such Material respect of a coverage dispute or other claim for breach involving a Reinsured Contract against a counterparty to a Third Party Reinsurance Agreement, and no event has occurred which or (y) that failure to enforce such rights would create reasonably be expected to have a material default adverse effect on the Reinsurer. (v) In providing any instruction pursuant to Section 2.12(d)(i), non-consent pursuant to Section 2.12(d)(ii), or breach direction in connection with any arbitration or litigation pursuant to Section 2.12(d)(iv), the Reinsurer shall take into account the Ceding Company’s interests in such Reinsurer Majority Shared Reinsurance Agreement. (vi) The Reinsurer and the Ceding Company shall share in the costs incurred in connection with any arbitration or litigation pursuant to Section 2.12(d)(iv) in proportion to each Party’s share of the ceded net amount at risk under the Reinsurer Majority Shared Reinsurance Agreement that is the subject of such arbitration or litigation; provided, however, that all such costs and expenses shall be borne solely by (A) the applicable ceding company (Reinsurer, if such arbitration or its Affiliates) litigation is related solely to the Reinsurance Contracts reinsured under such Material Third Party Reinsurer Majority Shared Reinsurance Agreement, and (B) the Ceding Company, if such Material Third Party arbitration or litigation is related solely to business reinsured under such Reinsurer Majority Shared Reinsurance Agreement is other than the Reinsured Contracts. (vii) As used in full force this Section 2.12(d) and effect and is valid and enforceable in accordance Section 2.12(e) below, “material” shall be determined with its terms subject reference to the Enforceability Exceptions, and (C) such Material Third Party Reinsurance Agreement complies in all material respects with Applicable Law. To the knowledge of Aspen and Aspen Parent, there are no material pending or threatened disputes with respect economic benefit to the validity of any Material Third applicable Party under the applicable Shared Reinsurance Agreement. (e) With respect to each Ceding Company Majority Shared Reinsurance Agreement, the following provision shall apply: (i) The Reinsurer agrees that the Ceding Company shall have the right to agree to any modification, amendment, supplement, replacement, restatement, waiver, consent, election, or to exercise any discretion in respect of a Ceding Company Majority