afsi-mlfxnovationagreeme






NOVATION AGREEMENT  This Novation Agreement (as amended, supplemented, restated or otherwise modified from time to time,  this “Novation Agreement”) is made as of November 13, 2020 between:    AII INSURANCE MANAGEMENT LIMITED,   a company organized under the laws of the Islands of Bermuda (“AIIIM”);    AMTRUST FINANCIAL SERVICES, INC.,  a corporation organized under the laws of Delaware (“AFSI”); and    MAIDEN LIFE FORSAKRINGS AB.  a company organized under the laws of Sweden (the “Company”)  (hereinafter collectively referred to as the “Parties”)    WHEREAS, AIIIM and the Company have entered into that certain Asset Management Agreement, dated  January 1, 2018, a copy of which is attached hereto as Annex A (the “Management Agreement”);  WHEREAS, AIIIM desires to be released and discharged from its obligations to the Company under the  Management Agreement and the Company has agreed to release and discharge AIIIM;  WHEREAS, the Parties have agreed that as and from the date of the Effective Date (as defined in the  signature page below), the Management Agreement shall be novated to AFSI so that from the Effective  Date AFSI shall be bound by the terms of the Management Agreement in place of AIIIM and agrees to  acknowledge and expressly assume in the name, place and stead of AIIIM all liabilities and obligations of  AIIIM under the Management Agreement.  NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby  acknowledged by each Party, the Parties agree as follows:  SECTION 1 — NOVATION AND RELEASE  1.1 Novation       As of the Effective Date, AFSI agrees and undertakes to perform the obligations of AIIIM under the  Management Agreement, whether arising prior to, on or subsequent to the Effective Date, and agrees to  be bound by the terms and conditions of the Management Agreement in every way as if AFSI were  named as a party to the Management Agreement in place of AIIIM. AFSI agrees to perform any and all  past, present and future obligations of AIIIM under the Management Agreement.     





 






1.2 Release of the Obligations of AIIIM       As of the Effective Date, the Company and AIIIM mutually release each other from the various  covenants, undertakings, warranties and other obligations contained in the Management Agreement and  from all claims and demands whatsoever in respect of the Management Agreement whether arising prior  to, on or subsequent to the Effective Date.  SECTION 2 — REPRESENTATIONS AND WARRANTIES OF AIIIM AND AFSI TO THE  Company       AIIIM and AFSI represent and warrant to the Company as follows:  2.1 Status       AFSI and AIIIM are companies duly constituted and validly existing and are in good standing under  the laws of their incorporating jurisdictions and are duly qualified to conduct their business in each  jurisdiction where the nature and extent of their business and property require the same.  2.2 Authority       AIIIM and AFSI possess all requisite authority and power to execute, deliver and comply with the  terms of this Novation Agreement. This Novation Agreement has been duly authorized by all necessary  action, has been duly executed and delivered by AIIIM and AFSI and constitutes a valid and binding  obligation of AIIIM and AFSI enforceable in accordance with its terms, except as the enforcement thereof  may be limited by applicable bankruptcy, insolvency, moratorium, rearrangement, reorganization or  similar legislation affecting the rights of creditors generally.  2.3 Right to Novate       AIIIM has the right to novate its rights and benefits under the Management Agreement to AFSI, free  and clear of any charge, lien, pledge, security interest or direct or indirect participation interest in favour  of any other person, and as of the Effective Date, the Management Agreement is free and clear of all  charges, liens, pledges, security interests or direct or indirect participation interests in favour of any other  person.  2.4 Non-Conflict       Neither the execution nor the performance of this Novation Agreement requires the approval of any  governmental or regulatory agency having jurisdiction over AIIIM or AFSI, nor is this Novation  Agreement in contravention of or in conflict with the articles, by-laws or resolutions of the directors or  shareholders of AIIIM or AFSI, or, of the provisions of any agreement to which AIIIM or AFSI is a party,  or by which any of the property of AIIIM or AFSI may be bound, or of any statute, regulation, by-law,  ordinance or other law, or of any judgment, decree, award, ruling or order to which AIIIM or AFSI, or  any of the property of AIIIM or AFSI, may be subject.       





 






SECTION 3 — REPRESENTATIONS AND WARRANTIES OF THE COMPANY TO AFSI       The Company represents and warrants to AFSI that:  3.1 Status  The Company is duly constituted and validly existing and is in good standing under the laws of its  incorporating jurisdiction and is duly qualified to conduct its business in each jurisdiction where the  nature and extent of their business and property require the same.  3.2 Authority       The Company possesses all requisite power and authority to execute, deliver and comply with the  terms of this Novation Agreement.  The novation hereunder has been duly authorized by all necessary  action, has been duly executed and delivered by the Company and constitutes a valid and binding  obligation of the Company, enforceable in accordance with its terms, except as the enforcement thereof  may be limited by applicable bankruptcy, insolvency, moratorium, rearrangement, reorganization or  similar legislation affecting the rights of creditors generally.  SECTION 4 – GENERAL  4.1 Severability       If any provision of this Novation Agreement is held to be illegal, invalid or unenforceable under  present or future laws effective during the term of this Novation Agreement, the legality, validity and  enforceability of the remaining provisions of this Novation Agreement shall not be affected thereby.  4.2 Multiple Counterparts       This Novation Agreement may be executed in a number of identical counterparts, each of which, for  all purposes, is to be deemed to be an original, and all of which constitute, collectively, one agreement,  but in making proof of this Novation Agreement, it shall not be necessary to produce or account for more  than one such counterpart.  4.3 Notices       Any notice given hereunder, under any of the Management Agreement or pursuant to the provisions  hereof or thereof shall be given in accordance with notice provisions of the Management Agreement,  except that no notice is required to be delivered to AIIIM after the Effective Date.       For the purposes of the notice provisions of the Management Agreement, address for notices or  communications to AFSI shall be as follows:  AmTrust Financial Services, Inc.  59 Maiden Lane, 43rd Floor  Telephone: (646) 458-7913  Attention: Stephen Ungar, General Counsel  4.4 Governing Law       This Novation Agreement shall be interpreted, construed and governed by and in accordance with the  laws of New York.    





 






4.5 Confirmation       The Parties hereby confirm, in all other respects, that the Management Agreement is in full force and  effect, unchanged and unmodified, except in accordance with this Novation Agreement.  4.6 Further Assurances       The Parties shall, with reasonable diligence, do all such things and provide all such reasonable  assurances as may be required to consummate the transactions contemplated by this Novation Agreement,  and each party shall provide such further documents or instruments required by any other party as may be  reasonably necessary or desirable to effect the purpose of this Novation Agreement and carry out is  provisions.    [Remainder of page left blank]