XL RE EUROPE SE

THIS AGREEMENT is made on 30 May 2014

each a "Party" and together "the Parties".

The Parties agree as follows:

"Account Date" means 1 January 2014 and thereafter each 1 April, 1 July, 1 October and 1 January in each year and the last "Account Date" shall be the first such date falling after the last Reporting Date;

"Actuary" means the Retrocedant's Actuary and/or the Retrocessionaire's Actuary (as the context requires);

"Administration Services Agreement" means the services agreement to be entered into between the Service Provider and XL Services UK Limited, the Retrocedant (acting through its UK branch) and XL Re Ltd (acting through its UK branch) providing for the transfer of certain resources from the XL Group to the Service Provider and the provision of certain administration services for the benefit of the XL Retrocedants;

"Affiliate" means with respect to any person, at the time in question, any other person controlling, controlled by or under direct or indirect common control with such person. For this purpose "control" means the power to direct or cause the direction of the management or policies of a person through the ownership of securities, by contract or otherwise and the terms "controlling" and "controlled" shall be construed accordingly;

"Agreed Capital Level" means as at a Relevant Date, the amount determined in accordance with the provisions of Schedule 3;

"Applicable Law and Regulation" means, at any time, and in respect of a Party, any and all of the following as applicable to that Party and in force at that time:

"Balance" means for the purposes of calculating a Call Amount or Return Amount the balance standing to the credit of the Funds-Withheld Account valued in accordance with the Valuation Basis, which shall be deemed to be increased by the amount of $5.0m, but only until such time as any amount due to the Retrocedant or the Retrocessionaire pursuant to Clause 4.2.1 or 4.2.2, as applicable, is paid; provided, however, that in no event shall the Balance take into account any assets deposited in or credited to such Funds-Withheld Account by the Retrocedant or on its behalf by a member of the XL Group as contemplated by Clause 7.7;

"BMA" means the Bermuda Monetary Authority;

"Board Resolution" means the resolution approved by the Board on 25 April 2014 pursuant to which the Retrocessionaire was created;

"Buffer Percentage" means 1%;

"Business" means the Retroceded Policies identified in Part A of Schedule 1;

"Business Day" means any day other than a Saturday or Sunday or public or bank holiday in England and Bermuda;

"Buyer's Group Undertaking" means Holdco or a company which is, at any time on or after the date of this Agreement, a subsidiary or holding company of Holdco or a subsidiary of a holding company of Holdco and includes the Company after the date of completion of the sale of the Company to Holdco pursuant to the Sale and Purchase Agreement;

"Call Amount" means the amount (if any) by which the aggregate Balance of the Funds-Withheld Accounts as of any Valuation Date is less than the Collateral Amount for the Funds-Withheld Accounts as of such Valuation Date;

"Call Amount Default" means, with respect to any Funds-Withheld Account, the failure by the Retrocessionaire to pay any Call Amount with respect to such Funds-Withheld Account on or prior to the Due Date therefor in accordance with the terms of this Agreement and such Call Amount Default shall be deemed to continue until such time as the Call Amount due in respect of such Funds-Withheld Account (as adjusted as of any Valuation Date), together with all interest accrued thereon in accordance with Clause 8.10, is paid by the Retrocessionaire to the Retrocedant;

"Call Amount Default Period" means the period commencing as of the Business Day immediately following the occurrence of either a Call Amount Default as defined in this Agreement or a "Call Amount Default" as defined in either of the other XL Retrocession Agreements and shall continue until such time as no Call Amount Default under this Agreement nor any "Call Amount Default" as defined in either of the other XL Retrocession Agreements is continuing;

"Call Notice" has the meaning given to it in Clause 8.4;

"Capital Notice" has the meaning given to it in Clause 11.2;

"Capital Notice Challenge" has the meaning given to it in Clause 11.3;

"Capital Requirements" means the regulatory capital requirements of the Company and/or the Retrocessionaire calculated in accordance with the Insurance Act;

"Centre of Main Interest" has the meaning given to it in the EC Council Regulation of 29 May 2000 on insolvency proceedings (1346/2000/EC);

"Change of Control" means the occurrence of an event following the completion of the sale of the Company and the Retrocessionaire to Holdco pursuant to the Sale and Purchase Agreement whereby:

"Client Account Report" means the report in the form set out in Schedule 2 Part C to be delivered pursuant to Clause 6.1, reflecting the Client Account Report Information in respect of each Retroceded Policy;

"Client Account Report Information" means the information specified in Part A of Schedule 2, to be provided by the Retrocedant in respect of each Retroceded Policy and reflected in the Client Account Report;

"Client Account Reporting Period" means a period of one Quarter;

"Closing Excess Assets" means $35m at the date of this Agreement, reducing by $7m on each of the first five anniversaries of this Agreement;

"Collateral Amount" means the sum of: (i) the aggregate Value of the Funds-Withheld Reserves as at the Relevant Date; and (ii) an amount as at the Relevant Date equal to the Funds-Withheld Reserves multiplied by the Buffer Percentage;

"Collateral Fee" means an interest rate equal to the 5-year U.S. treasury bond rate plus 700 basis points;

"Collateral Fee Payment Date" has the meaning given to it in Clause 8.9;

"Collateral Fee PIK Amount" means, as of any date, the amount of any Collateral Fees added to the Collateral Fee PIK Amount pursuant to Clause 8.9, less the amount of any Collateral Fee PIK Amounts repaid by the Retrocessionaire pursuant to Clause 8.9;

"Constitutional Documents" means the following documents:

"Conversion Rate" means, in respect of any amount to be converted from one currency into a second currency, the relevant rate used by the Retrocedant in the preparation of its accounts will be treated as the prevailing rate as at the Relevant Date;

"Costs" means all losses, liabilities, costs (including legal costs and experts' and consultants' fees), charges, expenses, actions, proceedings, claims and demands;

"Cross-Agreement Recapture Event" means an event which gives rise to the obligation to pay a Recapture Amount (as defined in each of the XL Retrocession Agreements respectively) under more than one of the XL Retrocession Agreements;

"Currency Block" means, in respect of the Retrocedant, all Retroceded Policies ceded to this Agreement by the Retrocedant that are denominated in a particular currency;

"Custodian" means such authorised person serving from time to time as the custodian of the Funds-Withheld Accounts;

"Data Protection Laws" means, in relation to a Party, the laws and regulations applicable to that Party regulating data protection, data privacy and/or the protection of personal and/or sensitive information, including, where applicable: the relevant principles of the Insurance Code of Conduct issued by the Bermuda Monetary Authority in February 2010 relating to the safeguard of sensitive information and the requirements for appropriate risk management procedures relating to the same; and laws implementing EU Directive 95/46/EC (including for example the UK Data Protection 1998);

"Deed of Charge" means the Bermuda law governed fixed and floating charge entered into on the same date as this Agreement between (1) the Retrocessionaire; (2) the Retrocedant; (3) XL Re and (4) XL Re (UK);

"Difference" means the amount (whether positive or negative) determined by the sum of: (i) the Recapture Amount determined by the Retrocedant's Actuary; less (ii) the Recapture Amount determined by the Expert pursuant to Clause 30;

"Dispute" has the meaning given to it in Clause 31.1;

"Distribution" means every description of dividend or distribution of the Retrocessionaire's assets to its beneficial owner(s) whether in cash or otherwise;

"Due" has the meaning given under section 4.90(4) of the Insolvency Rules 1986;

"Due Date" has the meaning given to it in Clause 8.10;

"Effective Date" means 1 January 2014;

"Event of Default" means any event or circumstance referred to in Clause 5.2;

"Expert" has the meaning given to it in Clause 30.1;

"External Retrocession Agreements" means the following agreements:

"Funds-Withheld Accounts" means the cash and securities accounts established by the Retrocedant in relation to the Business, for the purposes of this Agreement;

"Funds-Withheld Assets" means the assets from time to time deposited in or otherwise standing to the credit of the Funds-Withheld Accounts;

"Funds-Withheld Reserves" means in respect of the Retroceded Policies relating to the Business identified:

"Guidance Notes" means the guidance notes issued by the Insurance Department of the BMA, as amended or supplemented from time to time;

"Holdco" means GreyCastle Holdings Ltd, a company incorporated under the laws of Bermuda whose registered office is at Clarendon House, 2 Church Street, Hamilton, Bermuda;

"In-Force" means, in respect of any reassurance or retrocession treaty or agreement, such treaty or agreement if, and only if, the Retrocedant has any liability or potential liability under it;

"Initial Funds-Withheld Portfolio" means the cash and investment assets set out in Schedule 5.

"Insolvency Event" means, in respect of the Company, the Retrocessionaire or Holdco (unless otherwise specified below):

where such corporate action, legal proceedings or other procedure or step is taken by any third party other than that person and its directors, the action, proceedings, procedure or step (as the case may be) is not discharged, stayed or dismissed within fifteen (15) days;

the whole or any substantial part of that person's assets and, in the case of any of the foregoing events, the matter is not discharged, stayed or dismissed within fifteen (15) days;

"Insurance Act" means the Insurance Act 1978 (as amended) of Bermuda and its related regulations;

"Interests" means all rights and obligations of a Non-Lead Investor in connection with its direct or indirect investment in the Retrocessionaire and its obligations in respect of Investor Capital Calls, including its obligations set out in the Investor Support and Undertakings Agreement and the Investor Contingent Capital Commitments (as such term is defined in the Investor Support and Undertakings Agreement);

"Investment Management Costs" means any Costs consisting of: (i) investment management fees and other costs or expenses of any XL External Managers, (ii) costs or expenses of any Custodians, and (iii) costs and expenses of third-party accountants, in each case that are suffered or incurred by the Retrocedant or XLGIL in connection with the operation of the Funds-Withheld Accounts, in the case of clause (iii) not to exceed three basis points of the assets under management in the Funds-Withheld Accounts per annum and, in each such case, including, without limitation, (x) any costs and expenses incurred in terminating or appointing any XL External Managers or Custodians, and (y) any withholding payments, taxes, fees, duties, levies and contributions or charges in the nature of a tax (whether supranational, domestic or foreign) on or associated with any of the foregoing amounts (including, without limitation, VAT and any E.U. "financial transactions tax" or similar taxes), and any penalty or interest connected therewith. In addition, following a Retrocessionaire Change of Authority, Investment Management Costs shall also include all of the foregoing types of Costs suffered or incurred by the Retrocedant or XLGIL in managing the assets of the Retrocessionaire, as well as any: (i) investment management fees and other costs or expenses of any Retrocessionaire Managers (including any costs and expenses incurred in terminating or appointing any Retrocessionaire Managers), (ii) third party costs and expenses incurred by XLGIL in connection with the management of the assets of the Retrocessionaire, and (iii) XLGIL’s internal costs and expenses incurred in connection therewith (including the cost of the time expended by personnel of XLGIL with respect to any such activities).

"Investment Management Governance and Operating Framework" means the governance framework in the agreed form in relation to investment management to be adopted by the Retrocessionaire;

"Investor Capital Calls" means the mandatory commitments imposed on the Investors under the Sale and Purchase Agreement, the Investor Support and Undertaking Agreement and the Investor Contingent Capital Commitments (as such term is defined in the Investor Support and Undertakings Agreement), requiring them to contribute cash to the Retrocessionaire upon the terms and conditions set forth therein;

"Investor Contingent Capital Commitment Letter" has the meaning given in the Sale and Purchase Agreement;

"Investor Support and Undertakings Agreement" means the agreement between the XL Retrocedants, the Retrocessionaire, the Company, Holdco and the Investors dated on or about 30 May 2014;

"Investors" means all holders of share capital from time to time in Holdco;

"Irish Regulator" means the Central Bank of Ireland and any successor(s) thereto which has responsibility for regulating the business of insurers;

"Lead Investors" means the Investors so identified in the Investor Support and Undertakings Agreement and such other person who from time to time acquires the rights and/or obligations of such persons, whether by assignment, novation, operation of law or otherwise;

"Losses" means, without limiting in any way the provisions of Clause 2.4, the gross amount of any:

and includes, for the avoidance of doubt, any irrecoverable VAT component of the losses in (d) above;

"Maximum Investor Capital Call Amount" means as of any date the aggregate maximum amounts under all Investor Contingent Capital Commitment Letters;

"Net Retained Losses" means the Losses of the Retrocedant net of any amounts actually recovered by the Retrocedant in respect of those Losses under any External Retrocession Agreement;

"Non-Lead Investor" means any Investor other than a Lead Investor;

"Notice of Challenge" has the meaning given to it in Clause 8.13;

"Participation Agreement" means the agreement between the Company, the Retrocessionaire and the XL Retrocedants establishing a participation interest in the Retrocessionaire in favour of the XL Retrocedants, dated on or about the date of this Agreement;

"Period of Risk" means the period commencing on the Effective Date and ending on the earlier of: (a) the date on which the last of the Retroceded Policies ceases to be In-Force; or (b) the date on which the Retroceded Policies are recaptured in accordance with Clause 5;

"Permitted Assets" means assets permitted to be held under the Retrocedant Guidelines;

"Potential Event of Default" means any event or circumstance which might reasonably be expected to become an Event of Default;

"Premium" has the meaning given to it in Clause 3.1;

"Proceedings" has the meaning given to it in Clause 31.3;

"Process Agent" has the meaning given to it in Clause 32.1;

"Quarter" means a calendar quarter ending on one of 31 March, 30 June, 30 September or 31 December in any relevant year;

"Recapture Agreement Period" has the meaning given to it in Clause 5.4;

"Recapture Amount" means the sum of:

"Reinsured Event" means any and all risks reinsured by the Retrocedant pursuant to the Retroceded Policies;

"Relevant Account Information" means the information in Part B of Schedule 2 to be provided by the Retrocedant in respect of each Funds-Withheld Account and to be reflected in the Relevant Account Report;

"Relevant Account Period" means each period from and including an Account Date to, but excluding, the next following Account Date, save that on termination of this Agreement the last Relevant Account Period shall be from and including the Account Date falling in the immediately preceding Relevant Account Period to, but excluding, the date of termination;

"Relevant Account Report" means the report in the form to be agreed to be delivered pursuant to Clause 6.2, reflecting the Relevant Account Information in respect of each Funds-Withheld Account;

"Relevant Agreement" has the meaning given to it in Clause 5.8.2;

"Relevant Date" means for the purpose of any calculation or the determination of any right or liability, the date as at which such calculation is to be carried out or as at which such right or liability is to be determined as specified in this Agreement or, if such day is not a Business Day, the Business Day immediately preceding such day;

"Reporting Date" means the 10th Business Day of each Quarter and the last "Reporting Date" shall be the first such date falling after termination of this Agreement;

"Reserves" means the provisions the Retrocedant is or would be required to make to cover its reinsurance liabilities arising under or in connection with its obligations in respect of the Retroceded Policies following recapture pursuant to Clause 5.3 of the business ceded to the Retrocessionaire, calculated in accordance with Applicable Law and Regulation applying to reinsurers in Ireland;

"Retrocedant Guidelines" means the investment guidelines in the agreed form in relation to the management of the Funds‑Withheld Assets, as may be amended or modified from time to time in accordance with Clause 10.6 and Schedule 4;

"Retrocedant's Actuary" means the person appointed by the Retrocedant from time to time to perform the function referred to in 4.3.13R of the Supervision Manual of the Relevant Regulator Handbook of Rules and Guidance;

"Retroceded Policies" means, at any time, such of the reassurance and retrocession treaties and agreements listed in Part A of Schedule 1 as are In-Force at that time;

"Retrocessionaire Capital Account" means the account established pursuant to Clause 14;

"Retrocessionaire Capital Account Assets" means the assets from time to time credited to the Retrocessionaire Capital Account;

“Retrocessionaire Change of Authority” has the meaning given to it in Clause 5.9;

"Retrocessionaire Guidelines" means the investment guidelines in relation to the management of the assets of the Retrocessionaire, as may be amended or modified from time to time in accordance with Clause 10.6 and Schedule 4;

"Retrocessionaire IMA(s)" means the investment management agreement(s) entered into from time to time between the Retrocessionaire and one or more Retrocessionaire Managers pursuant to Clause 10.6 and Schedule 4, setting out the terms on which the assets of the Retrocessionaire may be managed on behalf of the Retrocessionaire in accordance with the Retrocessionaire Guidelines, in a form meeting the requirements of the provisions of Schedule 4;

"Retrocessionaire Manager" means any investment manager appointed by the Retrocessionaire in accordance with the provisions of Schedule 4 to manage its assets;

"Retrocessionaire Uncured Breach" has the meaning given to it in paragraph 2.1.1 of Part B of Schedule 4;

"Retrocessionaire's Actuary" means the person appointed from time to time by the Retrocessionaire to perform the function referred to in section 26 of the Bermuda Insurance Act 1978 and the Guidance Note #9;

"Return Amount" means the amount (if any) by which the aggregate Balance of the Funds-Withheld Accounts as of any Valuation Date is more than the Collateral Amount for the Funds-Withheld Accounts as of such Valuation Date;

"Return Notice" has the meaning given to it in Clause 8.4;

"SAC Act" means the Segregated Accounts Companies Act 2000 (as amended) of Bermuda;

"Sale and Purchase Agreement" means the agreement between Holdco as "Purchaser" and XL Insurance (Bermuda) Limited as "Seller", dated 1 May 2014;

"Security" means any mortgage, charge (whether fixed or floating, legal or equitable) pledge, lien, assigned by way of security or other security interest securing any obligation of any person.

"Security Agreements" has the meaning given to it in the other XL Retrocession Agreements;

"Segregated Account Matters" means any dispute, controversy or claim arising out of or relating to (i) the validity and effectiveness of the establishment and operation of the Company and/or the Retrocessionaire under the SAC Act (ii) the application or interpretation of the SAC Act, or (iii) compliance with or the interpretation or effect of Clause 13 (Segregated Accounts) of this Agreement.

"Service Provider" means GreyCastle Services Limited, a company incorporated under the laws of England and Wales (registered no. 09019536), whose registered office is at 20‑22 Bedford Row, London, WC1R 4JS;

"SIMA" means one or more sub-investment management agreements entered into from time to time between XL GIL acting on behalf of the Retrocedant, the Retrocessionaire and one or more XL External Managers pursuant to Clause 10.6 and Schedule 4, setting out the terms on which the Funds-Withheld Assets may be managed on behalf of the Retrocedant in accordance with the Retrocedant Guidelines, in the agreed form, as revised from time to time in accordance with the provisions of Schedule 4;

"SPA Retrocedant Guidelines" has the meaning given to it in the other XL Retrocession Agreements;

"Transaction Documents" means together this Agreement, the Administration Services Agreement, the SIMA(s), the Security Agreements, the Floating Charge, the Retrocedant Guidelines, the SPA Retrocedant Guidelines, the Retrocessionaire IMA(s), the other XL Retrocession Agreements, the Investor Support and Undertakings Agreement, the Constitutional Documents, the Transitional Services Agreement and the Retrocessionaire Guidelines;

"Transitional Services Agreement" has the meaning given in the Sale and Purchase Agreement;

"Trigger Event Date" has the meaning given in the Investor Support and Undertakings Agreement;

"UK Regulators" means the Prudential Regulation Authority and the Financial Conduct Authority and any successors thereto;

"Uncured Breach" has the meaning given to it in paragraph 2.3.1 of Part A of Schedule 4;

"Underlying Cedants" means the persons identified in the column headed "Underlying Cedant" in the table in Schedule 1;

"USD" or "$" means the lawful currency of the United States of America;

"Valuation Basis" means the actuarial principles disclosed from time to time to the Retrocessionaire and the Retrocessionaire's Actuary and used by the Retrocedant as at the Relevant Date to value the assets backing the Funds-Withheld Reserves which the Retrocedant is required to maintain for regulatory purposes;

"Valuation Date" means:

"Value" means the value of any assets deposited in or otherwise standing to the credit of a Funds-Withheld Account as at the Relevant Date calculated on the relevant Valuation Basis;

"Working Capital Assets" means all cash or other liquid assets of the Retrocessionaire (excluding amounts due to it from the Retrocedant pursuant to Clause 3);

"XL External Manager" means any investment manager appointed by the Retrocedant to manage the Funds-Withheld Assets in accordance with the provisions of Schedule 4;

"XL GIL" means XL Group Investments Ltd, a company incorporated in Bermuda (registered no. EC29781) whose registered office is at O'Hara House, One Bermudiana Road, Hamilton, HM08, or an Affiliate or successor entity thereof;

"XL Group" means the Retrocedant and any company which is, on or at any time after the date of this Agreement, a subsidiary or holding company of the Retrocedant, or a subsidiary of a holding company of the Retrocedant;

"XL Life" means XL Life Ltd, a company incorporated under the laws of Bermuda (registered no. EC24082) whose registered office is at O'Hara House, One Bermudiana Road, Hamilton, HM08, Bermuda;

"XL Re" means XL Re Ltd, a company incorporated under the laws of Bermuda (registered no. EC21291) whose registered office is at O'Hara House, One Bermudiana Road, Hamilton, HM08, Bermuda;

"XL Re (UK)" means a company incorporated under the laws of Bermuda (registered no. EC21291) whose registered office is at One Bermudiana Road, Hamilton HM 11, Bermuda, acting through its UK branch registered in England and Wales whose registered branch address is at XL House, 70 Gracechurch Street, London EC3V 0XL, England;

"XL Retrocedants" means the Retrocedant, XL Re and XL Re (UK);

"XL Retrocession Agreements" means together, this Agreement, the XL Re Retrocession Agreement and the XL Re (UK) Retrocession Agreement;

"XL Re Retrocession Agreement" means the retrocession agreement between XL Re, the Company and the Retrocessionaire dated the same date as this Agreement;

"XL Re (UK) Retrocession Agreement" means the retrocession agreement between XL Re (UK), the Company and the Retrocessionaire dated the same date as this Agreement; and

"XL Services UK Limited" a company incorporated under the laws of England and Wales (registered no. 02816304), whose registered office is at XL House, 70 Gracechurch Street, London EC3V 0XL, England.

Retrocedant and the Retrocessionaire shall be bound by settlements, or payments made by the Retrocedant irrespective of the legal liability of the Retrocedant and shall not be entitled to argue in defence or otherwise allege that the Retrocedant has failed to take all proper and businesslike steps in making the relevant settlement and/or payment.

the Premium and (iii) the Retrocedant's proportionate share of the deemed contribution to the Funds Withheld Account as set out at Item E of Schedule 12 to the Sale and Purchase Agreement exceeds (b) the "XL Europe Completion Amount" (as defined in the letter agreement, dated May 30, 2014, between XL Insurance (Bermuda) Ltd and GreyCastle Holdings Ltd) as set out on the Final Reconciliation Amount Calculation Report, the Retrocedant shall pay an amount equal to such excess to the Retrocessionaire, together with simple interest on such amounts at a rate of LIBOR plus two per cent (2%) per annum computed based on a 365-day year, from and including the date of this Agreement, to, but excluding, the date of payment; and

the Retrocessionaire shall pay to each XL Retrocedant a pro rata amount of such Reserves as are available to meet its obligations to pay Recapture Amounts, in the proportion that the Recapture Amount owed to an XL Retrocedant under a Relevant Agreement represents when compared to the aggregate of the Recapture Amounts owed under all the Relevant Agreements.

may specify in an invoice that all or part of the applicable Investment Management Costs are to be paid by the Retrocessionaire to an Affiliate of the Retrocedant and/or XL GIL, instead of to the Retrocedant and/or XL GIL or its Affiliates themselves. The Retrocessionaire will settle all invoices submitted by the Retrocedant and/or XL GIL or its Affiliates in cash within 30 days of receipt by the Retrocessionaire. Without prejudice to the Retrocedant's right to terminate this Agreement under Clause 5.2.6 for the non-payment of Investment Management Costs, if the Retrocessionaire fails to settle an invoice in respect of Investment Management Costs relating to:

within the 30 day time period (or within the 10 Business Day cure period permitted under Clause 5.2.6 if the Retrocedant has given written notice pursuant to Clause 5.2.6), the Retrocedant may reimburse itself (or XL GIL or its Affiliates as applicable) out of the Funds-Withheld Account.

least equal to the Call Amount, within 2 Business Days of receipt of a Call Notice from the Retrocedant provided that the Retrocessionaire shall not be required to settle a Call Amount if doing so would reduce the Working Capital Assets below $10m.

in each case without the prior written consent of the Retrocedant.

The Retrocessionaire shall establish a separate account to which shall be credited cash and/or assets contributed to the Retrocessionaire pursuant to any Investor Capital Call. Such cash and/or assets shall be invested only in direct obligations of, or obligations fully guaranteed as to principal and interest by, the United States or any agency or instrumentality thereof (provided such obligations are backed by the full faith and credit of the United States). All the assets and any investment income arising out of the assets in the Retrocessionaire Capital Account will be credited to such account and all losses and liabilities attributable to the assets in the Retrocessionaire Capital Account will be debited from such account. Notwithstanding anything to the contrary in this Agreement, the Retrocessionaire shall have no obligation to apply amounts in the Retrocessionaire Capital Account to satisfy obligations hereunder or otherwise pay amounts to any XL Retrocedant or any of their Affiliates unless a Trigger Event Date has occurred and only in the amount of the corresponding Total Required Investor Call Amount (as defined in the Investor and Support Undertakings Agreement). For the avoidance of doubt, all determinations relating to the Retrocessionaire Guidelines, including without limitation any determination of compliance with the Retrocessionaire Guidelines shall be determined by reference to all of the assets of the Retrocessionaire other than the assets in the Retrocessionaire Capital Account.

Without prejudice to the provisions of Clause 7.9 and 8 providing for payment of Call and Return Amounts, Investment Management Costs and Collateral Fees, the Premium payable under Clause 3 shall be offset against all amounts Due from the Retrocessionaire to the Retrocedent hereunder.

Except where this Agreement provides otherwise, each Party shall pay its own costs relating to the negotiation, preparation, execution and implementation by it of this Agreement and of each document referred to herein.

Each Party agrees to perform (or procure the performance of) such further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by Applicable Law and Regulation or as the other Party may reasonably require to implement and/or give effect to this Agreement and the transactions contemplated by it and for the purpose of vesting in the other Party the full benefit of this Agreement.

Save for the person referred to in Part E of Schedule 4, a person who is not a Party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

If any provision of this Agreement is held to be invalid or unenforceable, then such provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement but without invalidating any of the remaining provisions of this Agreement. The Parties shall then use their reasonable endeavours to replace the invalid or unenforceable provision by a valid and enforceable provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision thereby replaced.

Other than in accordance with Clause 10.1.3, a Party may not novate, assign, transfer or create any trust in respect of, or purport to novate, assign, transfer or create any trust in respect of a right or obligation under this Agreement without having first obtained the other Party's written consent or in the case of the Retrocedant, without having first obtained the written consent of the Company only.

This Agreement and any dispute, controversy or claim arising out of or relating to this Agreement shall be governed by English law save only in respect to Segregated Account Matters which shall be governed by Bermuda law.

with this Clause 30.7 would be illegal, invalid or unlawful. This Clause 30.7 shall cease to apply in respect of any XL Retrocession Agreement on termination of that XL Retrocession Agreement.

Any inadvertent delay or error, in complying or omission to comply with the terms and conditions of this Agreement by one Party will not relieve any other party hereto from any obligation which would attach to it hereunder if such error, omission or delay had not been made, except to the extent that the obligation cannot be performed by reason of the delay error or omission, provided such error, omission or delay is rectified promptly upon discovery (and at the expense of the Party that delays, errs or omits to act) . Nothing contained in this Clause shall be held to impose obligations on any Party greater than would have attached hereunder had such error or omission not occurred.

This Agreement may be executed in any number of counterparts and by the Parties to it on separate counterparts, each of which is an original and all of which together evidence the same agreement.