Financial Guaranty UK Limited

Limits on what they may do

• Firm must not transfer assets

  The firm must not commute, vary, terminate or reinstate the terms of any existing contract of insurance or reinsurance or enter into any new contract of reinsurance, in each case with Financial Guaranty Insurance Company (FGIC), any member of its group (the Group) or any successor or sub-division of FGIC or a Group member unless the firm has given the FSA at least five business days written notice of its proposed action and the FSA has confirmed, in writing, that it does not object to the proposal.

• Firm must not vary any existing contract

  The firm must not take any action which has, or may have, the effect of: a) transferring any assets of FG UK, a member of its Group (as defined below) or any successor or subdivision of FG UK or a Group member, including, without limitation, by dividend, loan, transfer of collateral, assignment, novation, commutation, or payment of premium under any contract of insurance or reinsurance to; b) creating any security interest over any assets of FG UK in favour of; or c) incurring, or increasing, contractual or other liabilities (including, without limitation, any liability under a guarantee or indemnity) of FG UK, in favour of, or for the benefit of; in the case of each of a), b) and c) above, any of: (i) Chelsea Insurance Holdings LLC; (ii) Chelsea Holdings Midwest LLC; (iii) GTAM TS Investment LLC; (iv) GoldenTree Partners Loan Fund LLC; (v) GoldenTree Asset Management LP; (vi) Midwest Holding Inc.; (vii) American Life & Security Corp., (viii) any other member of FG UK’s group (the “Group”) or any successor or subdivision of FG UK or a Group member or (ix) any third party in connection with any obligation of any Group member and/or any successor or sub-division of a Group member, unless in any such case FG UK has given the PRA at least five business days’ written notice of its proposed action and the PRA has confirmed, in writing, that it does not object to the proposal (the Restriction). Without prejudice to FG UK’s regulatory obligations and prior approvals relating to material outsourcing arrangements, which shall remain unaffected, the Restriction shall not apply in respect of any assets, security interests, contractual or other liabilities of FG UK that are transferred, created, incurred or increased (as the case may be) in accordance with the terms of any of the relevant agreements specified below (which, for the purposes of the Restriction, may include any amendments, variations or replacements thereof). The relevant agreements are as follows: 1. Investment Management Agreement between (i) GoldenTree Asset Management LP; and (ii) Financial Guaranty UK Limited dated 5 October 2020. 2. Liability Management Agreement between (i) GoldenTree Asset Management LP; and (ii) Financial Guaranty UK Limited dated 5 October 2020. 3. Operational Services Agreement between (i) GoldenTree Asset Management LP; and (ii) Financial Guaranty UK Limited dated 5 October 2020 (as novated on April 19, 2022).