Exhibit 10.45
ADVERSE DEVELOPMENT REINSURANCE AGREEMENT
THIS AGREEMENT is effective on [ ] (the effective date of the initial public
offering of XLCA's parent, referred to herein as the "IPO Date") and is made and
entered into by and between XL Capital Assurance Inc., a New York insurer
(hereinafter called the "Company" or "XLCA") and XL Reinsurance America Inc., a
New York insurer (hereinafter called the "Reinsurer" or "XLRA").
In consideration of the mutual covenants hereinafter contained and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereby agree as follows:
ARTICLE I
COVERAGE
Subject to the terms, conditions, and limitations of this Agreement,
the Reinsurer agrees to indemnify the Company on an aggregate excess of loss
basis for Aggregate Adverse Development up to the Maximum Liability Amount on
the Subject Business (as each such term is defined in Article V).
No payments shall be made under this Agreement unless the Company has
first paid Ultimate Net Loss in an amount in excess of the Retained Reserves.
Under no circumstances shall the total liability of the Reinsurer under this
Agreement exceed the Maximum Liability Amount (as that term is defined in
Article V).
Nothing herein shall in any manner create any obligations or establish
any rights against the Reinsurer in favor of any third parties or any persons
not parties to this Agreement except as provided in Article XIX.
ARTICLE II
TERM
This Agreement shall remain in full force and effect until the expiry
of all liabilities under this Agreement or Commutation as provided for in
Article IX.
The provisions of this Agreement shall continue to apply to all
obligations and liabilities of the parties incurred hereunder to the end that
all such obligations and liabilities shall be fully performed and discharged.
ARTICLE III
TERRITORY
The territorial scope of this Agreement shall be worldwide.
ARTICLE IV
[RESERVED]
ARTICLE V
DEFINITIONS
The following definitions shall apply in respect of all use of the
defined terms in this Agreement:
A. "Aggregate Adverse Development" shall mean any increase in Total
Incurred (as defined herein) on the Subject Business that will result
in Ultimate Net Loss in an amount exceeding the Retained Reserves.
B. "Affiliate" shall mean a person which, directly or indirectly, owns at
least 10% but less than 50% of the financial guaranty insurance
corporation or which is at least ten percent but less than fifty
percent, directly or
2
indirectly, owned by a financial guaranty corporation. Such definition
is set forth in Section 6901(c) of the New York Insurance Laws and may
be amended from time to time.
C. RESERVED
D. RESERVED
E. "Loss Adjustment Expense" shall mean expenses of the Company, including
all court costs, fees and expenses; fees for service of process; fees
to attorneys; cost of undercover operative and detective services; fees
and expenses for financial advisors, attorneys, third party servicers
and consultants; fees of independent adjusters or attorneys for
investigation or adjustment of claims beyond initial investigation,
cost of employing experts for preparation of reports, photographs,
diagrams, chemical or physical analysis or for advice, opinion or
testimony concerning claims under investigation or in litigation; costs
for legal transcripts of testimony taken at coroner's inquests,
criminal or civil proceedings; costs for copies of any public records;
costs of depositions and court reported or recorded statements; and any
other similar fees; cost or expense reasonably chargeable to the
investigation, negotiation, settlement or defense of a claim or loss or
to the protection and perfection of the subrogation rights of any
insured covered by the policies relating to the Subject Business. This
amount shall not include overhead expenses of Company or salaries or
expenses of persons employed by the Company in an administrative or
supervisory capacity, nor for ordinary office expenses of the Company.
F. "Maximum Liability Amount" shall mean $[ * ].
G. RESERVED
H. "Retained Reserves" shall mean the Company's (a) gross case reserves of
$[ * ], calculated as of June 30, 2006 and (b) loss adjustment expense
3
reserve of $[ * ] arising from the Subject Business as of the IPO Date
before giving consideration to this Agreement, after giving
consideration to the Third Amended and Restated Facultative Quota Share
Reinsurance Treaty, dated as of July 1, 2006 (the "XLCA/XLFA Treaty"),
between XLCA and XL Financial Assurance Ltd , and before giving effect
to any other third-party reinsurance.
I. "Subject Business" shall mean risks attaching under (a) Financial
Guaranty Insurance Policy [ * ] (Attached hereto as Exhibit A) and (b)
Financial Guaranty Insurance Policy [ * ].
J. "Term" shall mean the period from the IPO Date until the expiry of all
liabilities under this Agreement, both days inclusive, in which
increases to the Aggregate Adverse Development are eligible for
coverage under this Agreement.
K. "Total Incurred" shall mean the sum of (i) Ultimate Net Loss paid after
the IPO Date plus (ii) case reserves for Ultimate Net Loss unpaid.
L. "Ultimate Net Loss" shall mean: (i) the actual amount the Company has
paid or has become liable to pay and all Loss Adjustment Expenses with
respect to the Subject Business and (ii) one hundred percent (100%) of
the amount of any Extra Contractual Obligations and one hundred percent
(100%) of the amount of any Excess Limits Liability (as each such term
is defined in Article V), after giving effect to the XLCA/XLFA Treaty,
but before any other third-party reinsurance and before all salvages
and subrogations that are actually received by the Company.
All salvages, recoveries, or payments recovered or received subsequent
to a loss settlement under this Agreement shall be applied as if
recovered or received prior to the aforesaid settlement and pursuant to
Article XIV and all necessary adjustments shall be made by the parties
hereto, provided always that nothing in this definition shall be
construed to mean
4
that Ultimate Net Loss under this Agreement is not recoverable until
the Company's Ultimate Net Loss has been ascertained.
ARTICLE VI
EXTRA CONTRACTUAL OBLIGATIONS AND EXCESS LIMITS LIABILITY
This Agreement shall cover any losses arising from Extra Contractual
Obligations and Excess Limits Liability.
"Extra Contractual Obligations" as used in this Agreement shall mean
those liabilities not covered under any other provision of this Agreement,
including third party claims against the Company, which arise from the handling
of any claim on business covered hereunder; such liabilities arising because of,
but not limited to, the following: failure to settle within the limit of the
policies relating to the Subject Business, by reason of alleged or actual
negligence, fraud, or bad faith in rejecting an offer of settlement, in the
preparation of the defense, in the trial of any action against the insured or
reinsured, or in the preparation or prosecution of an appeal consequent upon
such action, all as determined by the Company in its sole discretion.
"Excess Limits Liability" as used in this Agreement shall mean damages
payable in excess of the limit of the policies relating to the Subject Business
as a result of alleged or actual negligence, fraud, or bad faith in failing to
settle and/or rejecting a settlement within the limit of the policies relating
to the Subject Business, in the preparation of the defense, in the trial of any
action against the insured or reinsured, or in the preparation or prosecution of
an appeal consequent upon such action. Excess Limits Liability is any amount for
which the Company would have been contractually liable to pay, as determined by
the Company in its sole discretion, had it not been for the limits of the
reinsured policy.
5
The date on which any Extra Contractual Obligation and/or Excess Limits
Liability is incurred by the Company shall be deemed, in all circumstances, to
be the date of the original loss.
In the event any provision of this Article VI is rendered illegal or
unenforceable by the laws, regulations, or public policy of any jurisdiction,
such provision shall be considered void as respects that jurisdiction only, and
such a consideration shall not affect the validity or enforceability of any
other provision of this Article VI in that jurisdiction nor the enforceability
of such provision in any other jurisdiction.
In no event shall coverage be provided to the extent that such coverage
is not permitted under New York Law.
ARTICLE VII
REINSURANCE PREMIUM
In consideration of coverage provided hereunder, the Company shall pay
to the Reinsurer Reinsurance Premium on an installment basis in accordance with
Schedule A.
ARTICLE VIII
[RESERVED]
ARTICLE IX
COMMUTATION
This Agreement may be commuted upon the mutual agreement of the Parties
and the approval of the New York Department of Insurance. Upon any commutation
the Reinsurer will receive a full and final release from all past, current and
future liability under or related to this Agreement.
6
ARTICLE X
REPORTS AND REMITTANCES
A. As respects the Subject Business, the Company shall furnish to the
Reinsurer within forty-five (45) days after the end of each calendar
quarter:
1. The quarterly account of Ultimate Net Loss paid as of the end
of the calendar quarter and on a cumulative basis from the
effective date of this Agreement; and
2. The Company's estimate of case reserves for Ultimate Net Loss
unpaid as of the end of the calendar quarter.
B. Within thirty (30) days following receipt of Company's quarterly report
as called for above, the Reinsurer shall pay to the Company the
positive amount, if any, by which paid Ultimate Net Loss from the
effective date of this Agreement through the end of the calendar
quarter, both dates inclusive, exceed the Retained Reserves, minus any
Ultimate Net Loss (net of any Ultimate Net Loss overpayments paid by
the Company) previously paid by the Reinsurer under this Agreement. If
the Reinsurer shall dispute the amount owing by the debtor party as set
forth in the report, the debtor party nevertheless shall pay the amount
in dispute to the creditor party as provided in this paragraph pending
resolution of the dispute as provided in this Agreement.
C. Notwithstanding the foregoing, at the option and upon the demand of the
Company, when the amount due in the aggregate as a result of any
payment(s) on a claim under the policies relating to the Subject
Business ("Policy Payment") exceeds US $500,000., the Company shall be
paid by special remittance within five (5) business days upon receipt
of a special
7
account, which shall be prepared by the Company and shall contain all
relevant details in connection with the claim.
D. If the Reinsurer is required to post security pursuant to Article
XVIII, the quarterly report shall include the amount of security
required.
E. In addition to the foregoing, as soon as reasonably possible following
the end of each calendar year, at the Reinsurer's request the Company
shall provide the Reinsurer with a copy of the Company's Annual Report
and/or statutory Annual Statement.
ARTICLE XI
LOSS SETTLEMENTS AND LOSS ADJUSTMENT EXPENSES
The Company shall be the sole judge as to what shall constitute a claim
or loss covered under the Subject Business. The Company shall, in its sole
discretion, monitor, evaluate, negotiate, adjust, investigate, settle, defend or
compromise all claims or potential claims and all losses or potential losses,
including Extra Contractual Obligations and Excess Limits Liability. All such
negotiations, adjustments, investigations, settlements, defenses and compromises
shall be unconditionally binding on the Reinsurer. In addition to amounts paid
in settlement of losses, the Reinsurer shall be liable for its proportionate
share of all reasonable Loss Adjustment Expenses. The Reinsurer shall have the
right, at its own expense and upon prior written notice to the Company, to
become associated in any suit, litigation or action relating to the Subject
Business and retain counsel and advisors of their own choice.
The Company or the Reinsurer, as the case may be, shall at all times
use reasonable best efforts to keep the Reinsurer or the Company, as the case
may be, apprised of the status of any material events with respect to the
Subject Business.
8
Further, the Company shall provide, without limitation, the following
surveillance services to the Reinsurer as part of the Company's discharging of
its own obligations under the policies for the benefit of the Company and
consistent with its fiduciary duties to its reinsurers: (a) preparation for and
with the consent of the Reinsurer, representation of the interest of the
Reinsurer at and follow up on matters arising from any meetings with third
parties relating to the Subject Business; (b) participation in quarterly
reserving work-up discussions to develop a recommendation on reserves related to
the Subject Business; and (c) preparation of reports as necessary to update the
Reinsurer on workout matters. The Reinsurer shall be liable for its share of all
reasonable Loss Adjustment Expenses paid or incurred by the Company in
connection with such surveillance services.
ARTICLE XII
FOLLOW THE FORTUNES
A. The Reinsurer's liability shall attach simultaneously with that of the
Company and shall be subject in all respects to the same risks, terms,
rates, conditions, interpretations, assessments, waivers, the exact
proportion of premium paid to the Company without any deductions for
brokerage and to the same modification, alterations and cancellations
as the policies, the true intent of this Agreement being that the
Reinsurer shall, in every case to which this Agreement applies, follow
the underwriting fortunes of the Company and the Reinsurer shall be
bound, without limitation, by any payments and settlements entered into
by the Company in good faith.
B. Nothing shall in any manner create any obligations or establish any
rights against the Reinsurer in favor of any third parties or any
persons not parties to this Agreement.
9
ARTICLE XIII
OFFSET
In the event of insolvency of either the Company or the Reinsurer,
offset shall be permitted in accordance with the terms of this Article and as
otherwise permitted by Section 7427 of the Insurance Law of the State of New
York. Subject to the foregoing, each party hereto shall have, and may exercise
at any time and from time to time, the right to offset any balances, whether on
account of premiums or on account of losses or otherwise, due from such party to
the other party hereto under this Agreement or under any other agreement
heretofore or hereafter entered into by and between them, and may offset the
same against any balance or balances due or to become due to the former from the
latter under the same or any other agreement between them; and the party
asserting the right of offset shall have and may exercise such right whether the
balance or balances due or to become due to such party from the other are on
account of premiums or on account of losses or otherwise and regardless of the
capacity, whether as Company or as Reinsurer, in which each party acted under
the agreement or, if more than one, the different agreements involved.
ARTICLE XIV
SALVAGE AND SUBROGATION
In the event of any salvage and/or subrogation received in respect of
claims and settlements under the policies relating to the Subject Business, the
salvage and/or subrogation shall be coordinated under this and other applicable
reinsurance of the Subject Business by reference to the order of Company's
reinsurance cessions under the definition of Article V H, Retained Reserves.
First, the salvage and/or subrogation shall be paid with respect to the
reinsurance contract or contracts which are obligated to pay Company first on
the Subject Business for amounts in excess of that reinsurer's held reserves as
of
10
June 30, 2006 (the "Held Reserves"). Once such amounts paid by such reinsurers
in excess of their respective Held Reserves have been fully reimbursed, any
additional subrogation and/or salvage shall then be applied to the amount of
each such reinsurer's Held Reserves, starting with the reinsurer of the Subject
Business whose obligation to pay Company occurs last and proceeding to the
reinsurer so obligated to pay first. If two or more reinsurers have obligations
to pay Company on the Subject Business which occur simultaneously, the
subrogation and/or salvage shall be divided between them in proportion to the
amount each of them is obligated to pay as a part of the amount of their
combined obligation to pay.
The Company hereby agrees to enforce such subrogation rights as it may
obtain by virtue of payments made under the policies relating to the Subject
Business, but in case it shall refuse or neglect to do so, Reinsurer is hereby
authorized and empowered to bring any appropriate action to enforce such rights.
All subrogation recoveries, other recoveries, salvage or payments made
subsequent to the payment of claims hereunder shall be applied as if made before
such payment of claims and shall be made as soon as practicable.
ARTICLE XV
DELAYS, ERRORS, AND OMISSIONS
Any inadvertent delay, error, or omission made in connection with this
Agreement or any transaction hereunder shall not relieve either party from any
liability that would have attached had such delay, error, or omission not
occurred, provided that any error or omission is rectified as soon as reasonably
practical.
11
ARTICLE XVI
AMENDMENTS AND ALTERATIONS
This Agreement may be changed, altered, or amended as the parties may
agree, provided such change, alteration, or amendment is evidenced in writing or
by endorsement executed by the Company and the Reinsurer and provided further
that any such change, alteration or amendment has been previously filed for
approval with the Superintendent of the New York Insurance Department for his
review and non-objection thereto.
ARTICLE XVII
ACCESS TO RECORDS
Provided the Reinsurer gives at least fifteen (15) days prior written
notice, it or its designated representatives, provided such representatives are
reasonably acceptable to the Company, shall have the right to inspect at any
reasonable time, in the office of the Company where the files are located, all
records of the Company that pertain in any way to this Agreement; the
Reinsurer's right of inspection shall survive expiration or cancellation of this
Agreement, so long as any claim or premium matters remain outstanding.
All non-public information provided in the course of the inspection
shall be kept confidential by the Reinsurer as against third parties, except as
respects any obligation to do so by law or contract.
ARTICLE XVIII
RESERVES AND FUNDING
A. Reinsurer hereby agrees to establish reserves for the policies relating
to the Subject Business being reinsured under this Agreement in
accordance with the requirements of Article 69 of the New York
Insurance Laws. With respect to the Subject Business, the Company
agrees that, when it files with the Insurance Department or sets up on
its books
12
reserves for losses (including loss and loss expense paid by the
Company but not recovered from the Reinsurer, and loss and loss expense
reported and outstanding) and unearned premium, which it is required by
law to set up, it shall forward to the Reinsurer a statement showing
the proportion of such reserves applicable to it.
B. The Reinsurer shall take all steps necessary to comply with the
provisions of Article 69 of the New York Insurance Laws and all
applicable laws and regulations so as to permit the Company to obtain
full credit on its statutory financial statements for the reinsurance
provided by this Agreement in all applicable jurisdictions, including,
without limitation, compliance with Section 6906 of the New York
Insurance Law, to the extent credit is not otherwise available under
applicable law or regulations. It is understood and agreed that any
term or condition required by such law or regulation to be included in
this Agreement for the Company to receive financial credit for the
reinsurance provided by this Agreement shall be deemed to be
incorporated in this Agreement by reference.
C. If the Company is unable to take credit on its statutory statements for
the reinsurance provided by this Agreement, the Reinsurer will post
security in the form of a Letter of Credit and/or Trust Account in an
amount and in a form which will entitle the Company to obtain such
credit under the New York insurance laws and regulations.
13
ARTICLE XIX
INSOLVENCY
In the event of the insolvency of the Company and the appointment of a
liquidator, receiver, conservator or statutory successor, reinsurance due under
this Agreement shall be payable with reasonable provision for verification, on
the basis of the liability of the Company resulting from claims allowed against
the Company by any court of competent jurisdiction or by any liquidator,
receiver, conservator or statutory successor having authority to allow such
claims without diminution because of such insolvency or because such liquidator,
receiver, conservator or statutory successor has failed to pay all or a portion
of any claims.
Payments by the Reinsurer as set forth above shall be made directly and
exclusively to the Company or to its liquidator, receiver, conservator or
statutory successor except as provided by subsection (a) of section 4118 of New
York Insurance Law or except (a) where this Agreement specifies another payee in
the event of the insolvency, or (b) the Reinsurer, with the consent of the
direct insureds, has assumed such policy obligations of the Company as direct
obligations to the payees under such policies in substitution for the
obligations of the Company to such payees.
In the event of the insolvency of the Company, the liquidator,
receiver, conservator or statutory successor shall give written notice of the
pendency of a claim against the Company under policies reinsured within a
reasonable time after such claim is filed in the insolvency proceeding. During
the pendency of such claim, the Reinsurer has the right but not the duty to
investigate said claim and interpose in the proceeding where the claim is to be
adjudicated, at its own expense, any defense or defenses that it may deem
available to the Company, or its liquidator, receiver, conservator or statutory
successor. The expense thus incurred by the Reinsurer will be chargeable against
the Company, subject to court approval, against the insolvent Company as part of
the expense of
14
liquidation to the extent of a proportionate share of the benefit which may
accrue to the Company solely as a result of the defense undertaken by the
Reinsurer. Where two or more reinsurers are involved in the same claim and a
majority in interest elects to interpose defense to such claim, the expense
shall be apportioned in accordance with the terms of this Agreement as though
such expense had been incurred by the Company. Should the Company go into
liquidation or should a receiver be appointed, the Reinsurer will be entitled to
exercise any offset rights specifically provided by this Agreement and to offset
any other sums permitted under applicable law.
ARTICLE XX
ARBITRATION
Any and all disputes or other matter in question relating to this
Agreement, including its formation, interpretation and performance or breach of
this Agreement, whether the dispute arises before or after the termination of
this Agreement, shall be resolved by a panel of three arbitrators and such
arbitration shall be initiated at the written request of either party within a
reasonable time after dispute has arisen.
The members of the panel shall be US citizens and shall be active or
retired disinterested officers of insurance or reinsurance companies.
An arbitrator shall be chosen by each party and the two so chosen shall
choose the third. If either party fails to appoint an arbitrator within thirty
(30) days of being requested to do so by the other party, the requesting party
may choose both arbitrators who shall choose the third. In the event the two
arbitrators are unable to agree upon the third arbitrator within thirty (30)
days of their appointment each of them shall name five, of whom the other shall
decline four and the decision shall be made by drawing lots.
15
The party requesting arbitration shall submit its case within thirty
(30) days of the selection of the third arbitrator and the respondent shall
submit its case thirty (30) days thereafter or as otherwise extended by the
arbitration panel. The panel shall make its decision with regard to the custom
and practice of the applicable insurance and reinsurance business. The panel
shall not be obligated to follow all judicial formalities and may abstain from
following the strict rules of evidence and procedure except to the extent
required by governing law.
Each party shall bear the expenses of the arbitrator it selected and
shall share equally with the other in the expenses of the third arbitrator and
the arbitration. The panel shall issue its decision as promptly as possible
following the completion of a hearing, if there is one, but in no event may
punitive damages be awarded. The majority decision of the arbitrators shall be
final and binding upon all parties to the proceeding. Judgment may be entered
upon the award of the panel in any court having jurisdiction thereof. In no
event will the panel award punitive, exemplary or enhanced compensatory damages.
The arbitration shall take place in New York, New York.
ARTICLE XXI
RATING OF THE REINSURER
If the Reinsurer is downgraded by Standard and Poor's or ▇▇▇▇▇'▇
Investors Service (a "Downgrade") and as a result of such Downgrade, the Company
is receiving less financial credit from a rating agency with respect to the
reinsurance provided by this agreement than it did prior to the Downgrade, the
parties will work together and take reasonable steps to ensure that the Company
receives financial credit for the reinsurance from the applicable rating agency
to the same extent as it did prior to the Downgrade.
16
ARTICLE XXII
COVENANTS OF THE REINSURER
The Reinsurer hereby covenants that it:
A. has and shall maintain surplus to policyholders of at least thirty-five
million dollars (US $35,000,000);
B. shall establish and maintain the reserves required in Section 6903 of
New York's Insurance Laws or any or any succeeding statutory provision,
as such may be amended, modified or interpreted from time to time in
any regulation, bulletin or opinion promulgated by the New York
Department of Insurance;
C. shall comply with the provisions of Section 6904(c) of New York's
Insurance Laws (except that the maximum total exposures reinsured net
of retrocessions and collateral shall be one-half of that permitted for
a New York financial guaranty insurance corporation thereunder);
D. for so long as the Reinsurer is either a parent of the insurer, another
subsidiary of the parent of the insurer, or a subsidiary of the insurer
(Section 6904(d) of New York's Insurance Laws provides that direct or
indirect ownership interests of fifty percent or more shall be deemed a
parent/subsidiary relationship), the aggregate of all risks assumed by
the Reinsurer shall not exceed ten percent of the Company's exposures,
net of retrocessions and collateral;
E. in the event that the Reinsurer is an Affiliate of the Company, shall
not assume a percentage of the Company's total exposures insured net of
retrocessions and collateral in excess of its percentage of equity
interest in the Company; and
17
F. assumes, together with all other reinsurers of the Company subject to
Section 6906(a)(2)(F) of New York's Insurance Law, less than fifty
percent of the total exposures insured net of collateral remaining
after deducting any reinsurance placed with another financial guaranty
insurance corporation or an insurer writing only financial guaranty
insurance as is or would be permitted by Article 69 of New York's
Insurance Law.
ARTICLE XXIII
GOVERNING LAW
This Agreement shall be governed by and construed according to the
internal laws of the State of New York without giving effect to the principles
of conflicts of laws thereof.
ARTICLE XXIV
CURRENCY
The currency to be used for all purposes of this Agreement shall be the
currency of the United States of America. And the sign "$" in this Agreement
refers to United States of America dollars.
ARTICLE XXV
COMMUTATION OF OTHER REINSURANCE
The Company must give prior written notice to the Reinsurer and the
Reinsurer must consent in writing to the commutation of any reinsurance provided
by the XLCA/XLFA Treaty with respect to the Subject Business.
18
ARTICLE XXVI
NOTICE
All notices (including, without limitation, notices of cancellation,
commutations or amendments to policies relating to the Subject Business),
requests, demands, approvals and other communications under this Adverse
Development Reinsurance Agreement shall be in writing and shall be delivered
personally, sent by facsimile transmission or sent by certified, registered or
express mail, postage prepaid or sent by overnight courier or sent by email to
an address specified by one party to the other party in writing. Any such notice
or other communication shall be deemed given: (a) upon actual delivery if
presented personally or sent by overnight delivery or by facsimile transmission
or sent by email and (b) three (3) business days following deposit in the United
States mail, if sent by certified, registered or express mail, postage prepaid,
in each case to the following addresses:
If to Company:
XL Capital Assurance Inc.
1221 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: General Counsel
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to Reinsurer:
XL Reinsurance America Inc.
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
19
ARTICLE XXVII
ASSIGNMENT
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns and legal
representatives. This Agreement is not assignable except by operation of law or
by mutual consent of the parties hereto; such consent not to be unreasonably
withheld.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate by their duly authorized representatives.
Signed at New York, New York
XL REINSURANCE AMERICA INC.
By: ____________________________________
Name Printed: __________________________
Title: _________________________________
Signed at New York, New York
XL CAPITAL ASSURANCE INC.
By: ____________________________________
Name Printed: __________________________
Title: _________________________________
20
Schedule A
Schedule of Premium Payments
21