Common use of Insurance Contract Changes Clause in Contracts

Insurance Contract Changes. (a) Except as permitted in Section 2.3(b), the Ceding Company shall not voluntarily make or agree to any change to the terms or conditions of, any Covered Insurance Policy for any reason without the prior written consent of the Reinsurer (other than (i) any Excluded NGE Change or any other change in Non-Guaranteed Elements, which are subject to Section 2.5 and shall not be governed by or subject to this Section 2.3, (ii) changes that are initiated by policyowners under the terms of a Covered Insurance Policy, (iii) changes required by Applicable Law, a Governmental Authority or any Existing Reinsurance Agreement, and (iv) changes resulting from exigent circumstances that require immediate action and affect the Covered Insurance Policies due to situations including natural or manmade disaster, pandemic, governmental actions or economic circumstances, which exigent circumstances may or may not be dictated by Applicable Law; provided that such changes are (x) made to address the circumstances, (y) consistent with actions taken and changes made by the Ceding Company or its Affiliates to similar policies issued by the Ceding Company or such Affiliate that are not Covered Insurance Policies, if any, in response to the relevant situation and (z) consistent with actions taken and changes made by similarly situated insurers or financial institutions not Affiliated with the Ceding Company to similar types of insurance policies as the affected Covered Insurance Policies in response to the relevant situation (“Exigent Circumstances”, and each of the items listed in (ii), (iii) and (iv), are referred to herein as an “Excluded Policy Change”)). (b) The Reinsurer will provide written notification to the Ceding Company as to the Reinsurer’s acceptance or rejection of any change requiring its consent within fifteen (15) Business Days after receipt of notice of such change. If the Reinsurer accepts such change, the Reinsurer will share in the Quota Share of any increase or decrease in the liability of the Ceding Company on such Covered Insurance Policy. If the Reinsurer rejects any such change and determines that it would reasonably be expected to have a material adverse effect on the Reinsurer’s liability under this Agreement (i) the Reinsurer shall notify the Ceding Company of such determination and (ii) if the Ceding Company nevertheless elects to make such change, the Ceding Company will work together in good faith with the Reinsurer to put the Reinsurer in substantially the same economic position as it would have been in if such change had not occurred. In the event that the Parties, acting in good faith, are unable to agree upon the existence or amount of such material adverse effect or how to put the Reinsurer in substantially the same economic position, such dispute shall be referred to an Independent Actuary to determine whether such a material adverse effect has occurred and, if so, an appropriate remedy. Both Parties will promptly supply the Independent Actuary with the necessary data to perform its analysis, subject to such actuary’s entry into a customary non-disclosure agreement. The Independent Actuary’s written decision as to the existence of a material adverse effect and the amount thereof and/or of how to put the Reinsurer in substantially the same economic position will be binding on the Parties. The fees and expenses of the Independent Actuary will be borne equally by the Ceding Company and the Reinsurer; provided, that if the Independent Actuary determines that there will not be a material adverse effect, the Reinsurer will pay or promptly reimburse the Ceding Company for all fees and expenses of the Independent Actuary. The Reinsurer shall be deemed to have consented to such change if it fails to act in accordance with this Section 2.3(b) within fifteen (15) Business Days following receipt of written notice of such change. (c) Excluded Policy Changes shall be automatically binding on the Reinsurer. Within a reasonable period of time prior to effecting any Excluded Policy Change, the Ceding Company shall provide reasonably detailed notice to the Reinsurer describing the nature of such change and the reasons for making such change. Within five (5) Business Days following the Reinsurer’s receipt of notice of any (i) change made due to Exigent Circumstances, or (ii) change required by Applicable Law, a Governmental Authority or any Existing Reinsurance Agreement pursuant to Section 2.3(a)(iii), the Reinsurer shall provide written notice to the Ceding Company of any disagreement that such change was an Excluded Policy Change. If the Reinsurer fails to provide such notice to the Ceding Company within such time period, the Reinsurer shall be deemed to have accepted such change. Should the Reinsurer provide timely notice of disagreement, during the five (5) Business Days immediately following the delivery of such notice, the Ceding Company and the Reinsurer will seek in good faith to resolve any disputes as to the proposed change. In the event the Parties cannot resolve such dispute within such period, either Party may elect to refer the dispute for arbitration pursuant to Section 10.3(b). In the event of any such proceeding, the arbitration panel shall only be authorized to determine whether the disputed change is an Excluded Policy Change. If the resolution of the dispute results in a determination that the change was not an Excluded Policy Change, the Parties will use the mechanism set forth in Section 2.3(b) to value the impact of the change. (d) Except as otherwise provided for in this Agreement, the Ceding Company shall not voluntarily terminate, or waive any material provisions of, the Covered Insurance Policies, except (i) in the ordinary course of business, (ii) as required by Applicable Law or a Governmental Authority or (iii) with the Reinsurer’s prior consent which consent shall not be unreasonably withheld, conditioned or delayed.

Insurance Contract Changes. Except as directed or consented to in writing by the Reinsurer or as performed by the Reinsurer (or its duly appointed assignee or delegatee) acting on behalf of the Ceding Company in the Reinsurer’s capacity as Administrator, the Ceding Company, on its own initiative, shall not (a) Except amend, waive or change the terms or conditions of any Covered Insurance Policy, other than for any amendment, waiver or change required by the terms of any Covered Insurance Policy, any Governmental Entity or Applicable Law or otherwise permitted by the terms of this Agreement (including Section 2.4). If the Reinsured Liabilities under any of the Covered Insurance Policies are amended, waived or changed (x) because of changes made on or after the Effective Time in the terms and conditions of the Covered Insurance Policies effected by the Reinsurer acting in its capacity as Administrator or at the direction of or as consented to in writing by the Reinsurer, or (y) required by the terms of any Covered Insurance Policies or by reason of the requirements of any Governmental Entity or Applicable Law or otherwise permitted by the terms of this Agreement (including Section 2.4), the Reinsurer will participate, on the reinsurance basis set forth in Section 2.3(b)2.1, and assume all Reinsured Liabilities resulting from such changes. With respect to any amendment, waiver or change that, despite being required by the terms of any Covered Insurance Policies, any Governmental Entity or Applicable Law, the Administrator voluntarily does not implement, the Ceding Company shall not voluntarily make or agree to any change to the terms or conditions of, any Covered Insurance Policy for any reason without the prior written consent of promptly notify the Reinsurer (other than (i) any Excluded NGE Change of such required amendment, waiver or any other change in Non-Guaranteed Elementsand afford the Reinsurer, which are subject to Section 2.5 and shall not be governed by or subject to this Section 2.3, (ii) changes that are initiated by policyowners under the terms of a Covered Insurance Policy, (iii) changes required by Applicable Law, a Governmental Authority or any Existing Reinsurance Agreement, and (iv) changes resulting from exigent circumstances that require immediate action and affect the Covered Insurance Policies due to situations including natural or manmade disaster, pandemic, governmental actions or economic circumstances, which exigent circumstances may or may not be dictated by Applicable Law; provided that such changes are (x) made to address the circumstances, (y) consistent with actions taken and changes made by the Ceding Company or its Affiliates to similar policies issued by the Ceding Company or such Affiliate that are not Covered Insurance Policies, if any, in response to the relevant situation and (z) consistent with actions taken and changes made by similarly situated insurers or financial institutions not Affiliated with the Ceding Company to similar types of insurance policies as the affected Covered Insurance Policies in response to the relevant situation (“Exigent Circumstances”, and each of the items listed in (ii), (iii) and (iv), are referred to herein as an “Excluded Policy Change”)). (b) The Reinsurer will provide written notification to the Ceding Company as to at the Reinsurer’s acceptance or rejection of any change requiring its consent within fifteen (15) Business Days after receipt of notice of such change. If the Reinsurer accepts such changeexpense, the Reinsurer will share in opportunity, to the Quota Share of any increase or decrease in the liability of the Ceding Company on such Covered Insurance Policy. If the Reinsurer rejects any such change and determines that it would reasonably be expected extent practicable, to have a material adverse effect on the Reinsurer’s liability under this Agreement (i) the Reinsurer shall notify the Ceding Company of such determination and (ii) if the Ceding Company nevertheless elects to make such change, the Ceding Company will work together in good faith with the Reinsurer to put the Reinsurer in substantially the same economic position as it would have been in if such change had not occurred. In the event that the Parties, acting in good faith, are unable to agree upon the existence or amount of such material adverse effect or how to put the Reinsurer in substantially the same economic position, such dispute shall be referred to an Independent Actuary to determine whether such a material adverse effect has occurred and, if so, an appropriate remedy. Both Parties will promptly supply the Independent Actuary with the necessary data to perform its analysis, subject object to such actuary’s entry into a customary non-disclosure agreement. The Independent Actuary’s written decision as to the existence of a material adverse effect amendment, waiver or change under applicable administrative procedures (both formal and the amount thereof and/or of how to put the Reinsurer in substantially the same economic position will be binding on the Parties. The fees and expenses of the Independent Actuary will be borne equally by the Ceding Company and the Reinsurer; provided, that if the Independent Actuary determines that there will not be a material adverse effect, the Reinsurer will pay or promptly reimburse the Ceding Company for all fees and expenses of the Independent Actuary. The Reinsurer shall be deemed to have consented to such change if it fails to act in accordance with this Section 2.3(b) within fifteen (15) Business Days following receipt of written notice of such change. (c) Excluded Policy Changes shall be automatically binding on the Reinsurer. Within a reasonable period of time prior to effecting any Excluded Policy Change, the Ceding Company shall provide reasonably detailed notice to the Reinsurer describing the nature of such change and the reasons for making such change. Within five (5) Business Days following the Reinsurer’s receipt of notice of any (i) change made due to Exigent Circumstances, or (ii) change required by Applicable Law, a Governmental Authority or any Existing Reinsurance Agreement pursuant to Section 2.3(a)(iiiinformal), the Reinsurer shall provide written notice to the Ceding Company of any disagreement that such change was an Excluded Policy Change. If the Reinsurer fails to provide such notice to the Ceding Company within such time period, the Reinsurer shall be deemed to have accepted such change. Should the Reinsurer provide timely notice of disagreement, during the five (5) Business Days immediately following the delivery of such notice, the Ceding Company and the Reinsurer will seek in good faith to resolve any disputes as to the proposed change. In the event the Parties cannot resolve such dispute within such period, either Party may elect Reinsurer seeks to refer object as provided in the dispute for arbitration pursuant to Section 10.3(b). In the event of any such proceedingprevious sentence, the arbitration panel Reinsurer shall only be authorized to determine whether the disputed change is an Excluded Policy Change. If the resolution of the dispute results in a determination that the change was not an Excluded Policy Change, the Parties will use the mechanism set forth in Section 2.3(b) to value the impact of the change. (d) Except as otherwise provided for in this Agreement, indemnify and hold the Ceding Company shall not voluntarily terminate, harmless for any Indemnifiable Losses so suffered by the Ceding Company in connection with such administrative procedures or waive any material provisions of, the failure to change such Covered Insurance Policies, except (i) Policies terms in the ordinary course of business, (ii) as required by Applicable Law or a Governmental Authority or (iii) accordance with the Reinsurer’s prior consent which consent shall not be unreasonably withheld, conditioned or delayedArticle IX.

Insurance Contract Changes. (a) Except as permitted in Section 2.3(b), directed by the Reinsurer or as performed by the Reinsurer (or its duly appointed assignee or delegatee) acting on behalf of the Ceding Company shall not voluntarily make or agree to any change in the Reinsurer’s capacity as Administrator and to the terms or conditions of, any Covered Insurance Policy for any reason without the prior written consent of the Reinsurer (other than (i) any Excluded NGE Change or any other change in Non-Guaranteed Elements, which are subject to Section 2.5 and shall not be governed by or subject to this Section 2.3, (ii) changes that are initiated by policyowners extent permitted under the terms of a Covered Insurance Policy, (iii) changes required by Applicable Law, a Governmental Authority or any Existing Reinsurance Agreement, and (iv) changes resulting from exigent circumstances that require immediate action and affect the Covered Insurance Policies due to situations including natural or manmade disaster, pandemic, governmental actions or economic circumstances, which exigent circumstances may or may not be dictated by Applicable Law; provided that such changes are (x) made to address the circumstances, (y) consistent with actions taken and changes made by the Ceding Company or its Affiliates to similar policies issued by the Ceding Company or such Affiliate that are not Covered Insurance Policies, if any, in response to the relevant situation and (z) consistent with actions taken and changes made by similarly situated insurers or financial institutions not Affiliated with the Ceding Company to similar types of insurance policies as the affected Covered Insurance Policies in response to the relevant situation (“Exigent Circumstances”, and each of the items listed in (ii), (iii) and (iv), are referred to herein as an “Excluded Policy Change”)). (b) The Reinsurer will provide written notification to the Ceding Company as to the Reinsurer’s acceptance or rejection of any change requiring its consent within fifteen (15) Business Days after receipt of notice of such change. If the Reinsurer accepts such change, the Reinsurer will share in the Quota Share of any increase or decrease in the liability of the Ceding Company on such Covered Insurance Policy. If the Reinsurer rejects any such change and determines that it would reasonably be expected to have a material adverse effect on the Reinsurer’s liability under this Agreement (i) the Reinsurer shall notify the Ceding Company of such determination and (ii) if the Ceding Company nevertheless elects to make such change, the Ceding Company will work together in good faith with the Reinsurer to put the Reinsurer in substantially the same economic position as it would have been in if such change had not occurred. In the event that the Parties, acting in good faith, are unable to agree upon the existence or amount of such material adverse effect or how to put the Reinsurer in substantially the same economic position, such dispute shall be referred to an Independent Actuary to determine whether such a material adverse effect has occurred and, if so, an appropriate remedy. Both Parties will promptly supply the Independent Actuary with the necessary data to perform its analysis, subject to such actuary’s entry into a customary non-disclosure agreement. The Independent Actuary’s written decision as to the existence of a material adverse effect and the amount thereof and/or of how to put the Reinsurer in substantially the same economic position will be binding on the Parties. The fees and expenses of the Independent Actuary will be borne equally by the Ceding Company and the Reinsurer; provided, that if the Independent Actuary determines that there will not be a material adverse effect, the Reinsurer will pay or promptly reimburse the Ceding Company for all fees and expenses of the Independent Actuary. The Reinsurer shall be deemed to have consented to such change if it fails to act in accordance with this Section 2.3(b) within fifteen (15) Business Days following receipt of written notice of such change. (c) Excluded Policy Changes shall be automatically binding on the Reinsurer. Within a reasonable period of time prior to effecting any Excluded Policy Change, the Ceding Company shall provide reasonably detailed notice to the Reinsurer describing the nature of such change and the reasons for making such change. Within five (5) Business Days following the Reinsurer’s receipt of notice of any (i) change made due to Exigent Circumstances, or (ii) change required by Applicable Law, a Governmental Authority or any Existing Reinsurance Agreement pursuant to Section 2.3(a)(iii), the Reinsurer shall provide written notice to the Ceding Company of any disagreement that such change was an Excluded Policy Change. If the Reinsurer fails to provide such notice to the Ceding Company within such time period, the Reinsurer shall be deemed to have accepted such change. Should the Reinsurer provide timely notice of disagreement, during the five (5) Business Days immediately following the delivery of such notice, the Ceding Company and the Reinsurer will seek in good faith to resolve any disputes as to the proposed change. In the event the Parties cannot resolve such dispute within such period, either Party may elect to refer the dispute for arbitration pursuant to Section 10.3(b). In the event of any such proceeding, the arbitration panel shall only be authorized to determine whether the disputed change is an Excluded Policy Change. If the resolution of the dispute results in a determination that the change was not an Excluded Policy Change, the Parties will use the mechanism set forth in Section 2.3(b) to value the impact of the change. (d) Except as otherwise provided for in this Administrative Services Agreement, the Ceding Company shall not voluntarily terminate(a) change the terms or conditions of any Covered Insurance Policy or Existing Reinsurance Agreement, other than for any change required by the terms of any Covered Insurance Policy or Existing Reinsurance Agreement, or waive by any material provisions ofGovernmental Authority or Applicable Law or (b) enter into any settlement of any Covered Insurance Policy or Existing Reinsurance Agreement. If the Reinsured Liabilities under any of the Covered Insurance Policies are changed (a) because of changes made on or after the Effective Time in the terms and conditions of the Covered Insurance Policies or Existing Reinsurance Agreements or settlements in respect of Covered Insurance Policies or Existing Reinsurance Agreements effected by the Reinsurer acting in its capacity as Administrator or at the direction of the Reinsurer, or (b) pursuant to the terms of any Covered Insurance Policies or by reason of the requirements of any Governmental Authority or Applicable Law, the Reinsurer will participate, on the reinsurance basis set forth in Section 2.1, and assume one hundred percent (100%) of all Reinsured Liabilities resulting from such changes. With respect to any change that, despite being required by the terms of any Covered Insurance Policies, except (i) in the ordinary course of business, (ii) as required by Applicable Law or a any Governmental Authority or (iii) with Applicable Law, the Administrator determines not to implement, the Ceding Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such required change and afford the Reinsurer, at the Reinsurer’s prior consent which consent shall not be unreasonably withheldexpense, conditioned or delayedthe opportunity, to the extent practicable, to object to such change under applicable administrative procedures.

Insurance Contract Changes. Except as directed by the Reinsurer or as performed by the Reinsurer (or its duly appointed assignee or delegatee) acting on behalf of the Ceding Company in its capacity as Administrator, the Ceding Company, on its own initiative, shall not change the terms or conditions of any Covered Insurance Policy, other than for any change required by the terms of any Covered Insurance Policies, any Governmental Body or Applicable Law. If the Reinsured Liabilities under any of the Covered Insurance Policies are changed (a) Except because of changes made on or after the Effective Time in the terms and conditions of the Covered Insurance Policies effected by the Reinsurer, including in its capacity as permitted Administrator, or (b) pursuant to the terms of any Covered Insurance Policies or by reason of the requirements of any Governmental Body or Applicable Law, the Reinsurer will participate, on the reinsurance basis set forth in Section 2.3(b)2.1, and assume one hundred percent (100%) of all liabilities and obligations resulting from such changes and shall fully indemnify the Ceding Company and hold the Ceding Company harmless with respect to such changes, in each case, subject to the terms and conditions of this Agreement. With respect to any change that, despite being required by the terms of any Covered Insurance Policies, any Governmental Body or Applicable Law, the Reinsurer is not implementing, the Ceding Company shall not voluntarily make or agree to any change shall, to the terms or conditions ofextent practicable, any Covered Insurance Policy for any reason without the prior written consent of the Reinsurer (other than (i) any Excluded NGE Change or any other change in Non-Guaranteed Elements, which are subject to Section 2.5 and shall not be governed by or subject to this Section 2.3, (ii) changes that are initiated by policyowners under the terms of a Covered Insurance Policy, (iii) changes required by Applicable Law, a Governmental Authority or any Existing Reinsurance Agreement, and (iv) changes resulting from exigent circumstances that require immediate action and affect the Covered Insurance Policies due to situations including natural or manmade disaster, pandemic, governmental actions or economic circumstances, which exigent circumstances may or may not be dictated by Applicable Law; provided that such changes are (x) made to address the circumstances, (y) consistent with actions taken and changes made by the Ceding Company or its Affiliates to similar policies issued by the Ceding Company or such Affiliate that are not Covered Insurance Policies, if any, in response to the relevant situation and (z) consistent with actions taken and changes made by similarly situated insurers or financial institutions not Affiliated with the Ceding Company to similar types of insurance policies as the affected Covered Insurance Policies in response to the relevant situation (“Exigent Circumstances”, and each of the items listed in (ii), (iii) and (iv), are referred to herein as an “Excluded Policy Change”)). (b) The Reinsurer will provide written notification to the Ceding Company as to the Reinsurer’s acceptance or rejection effectiveness of any change requiring its consent within fifteen (15) Business Days after receipt of notice of such change. If the Reinsurer accepts such change, promptly notify the Reinsurer will share in the Quota Share of any increase or decrease in the liability of the Ceding Company on such Covered Insurance Policy. If the Reinsurer rejects any such proposed change and determines that it would reasonably be expected to have a material adverse effect on afford the Reinsurer’s liability under this Agreement (i) , at the Reinsurer shall notify the Ceding Company of such determination and (ii) if the Ceding Company nevertheless elects to make such changeReinsurer's expense, the Ceding Company will work together in good faith with the Reinsurer to put the Reinsurer in substantially the same economic position as it would have been in if such change had not occurred. In the event that the Partiesopportunity, acting in good faith, are unable to agree upon the existence or amount of such material adverse effect or how to put the Reinsurer in substantially the same economic position, such dispute shall be referred to an Independent Actuary to determine whether such a material adverse effect has occurred and, if so, an appropriate remedy. Both Parties will promptly supply the Independent Actuary with the necessary data to perform its analysis, subject to such actuary’s entry into a customary non-disclosure agreement. The Independent Actuary’s written decision as to the existence of a material adverse effect and the amount thereof and/or of how extent practicable, to put the Reinsurer in substantially the same economic position will be binding on the Parties. The fees and expenses of the Independent Actuary will be borne equally by the Ceding Company and the Reinsurer; provided, that if the Independent Actuary determines that there will not be a material adverse effect, the Reinsurer will pay or promptly reimburse the Ceding Company for all fees and expenses of the Independent Actuary. The Reinsurer shall be deemed to have consented object to such change if it fails to act in accordance with this Section 2.3(b) within fifteen under applicable administrative procedures (15) Business Days following receipt of written notice of such change. (c) Excluded Policy Changes shall be automatically binding on the Reinsurer. Within a reasonable period of time prior to effecting any Excluded Policy Change, the Ceding Company shall provide reasonably detailed notice to the Reinsurer describing the nature of such change both formal and the reasons for making such change. Within five (5) Business Days following the Reinsurer’s receipt of notice of any (i) change made due to Exigent Circumstances, or (ii) change required by Applicable Law, a Governmental Authority or any Existing Reinsurance Agreement pursuant to Section 2.3(a)(iiiinformal), the Reinsurer shall provide written notice to the Ceding Company of any disagreement that such change was an Excluded Policy Change. If the Reinsurer fails to provide such notice to the Ceding Company within such time period, the Reinsurer shall be deemed to have accepted such change. Should the Reinsurer provide timely notice of disagreement, during the five (5) Business Days immediately following the delivery of such notice, the Ceding Company and the Reinsurer will seek in good faith to resolve any disputes as to the proposed change. In the event the Parties cannot resolve such dispute within such period, either Party may elect Reinsurer seeks to refer object as provided in the dispute for arbitration pursuant to Section 10.3(b). In the event of any such proceedingprevious sentence, the arbitration panel Reinsurer shall only be authorized to determine whether the disputed change is an Excluded Policy Change. If the resolution of the dispute results in a determination that the change was not an Excluded Policy Change, the Parties will use the mechanism set forth in Section 2.3(b) to value the impact of the change. (d) Except as otherwise provided for in this Agreement, indemnify and hold the Ceding Company shall not voluntarily terminate, or waive harmless for any material provisions of, Loss so suffered by the Covered Insurance Policies, except (i) Ceding Company in the ordinary course of business, (ii) as required by Applicable Law or a Governmental Authority or (iii) accordance with the Reinsurer’s prior consent which consent shall not be unreasonably withheld, conditioned or delayed.Article X.

Insurance Contract Changes. (a) Except as permitted in Section 2.3(b), the Ceding Company shall not voluntarily make or agree to any change to the terms or conditions of, any Covered Insurance Policy for any reason without the prior written consent of the Reinsurer (other than (i) any Excluded NGE Change or any other change in Non-Guaranteed Elements, which are subject to Section 2.5 and shall not be governed by or subject to this Section 2.3, (ii) changes that are initiated by policyowners under the terms of a Covered Insurance Policy, (iii) changes required by Applicable Law, a Governmental Authority or any Existing Reinsurance Agreement, and (iv) changes resulting from exigent circumstances that require immediate action and affect the Covered Insurance Policies due to situations including natural or manmade disaster, pandemic, governmental actions or economic circumstances, which exigent circumstances may or may not be dictated by Applicable Law; provided that such changes are (x) made to address the circumstances, (y) consistent with actions taken and changes made by the Ceding Company or its Affiliates to similar policies issued by the Ceding Company or such Affiliate that are not Covered Insurance Policies, if any, in response to the relevant situation and (z) consistent with actions taken and changes made by similarly situated insurers or financial institutions not Affiliated with the Ceding Company to similar types of insurance policies as the affected Covered Insurance Policies in response to the relevant situation (“Exigent Circumstances”, and each of the items listed in (ii), (iii) and (iv), are referred to herein as an ““ Excluded Policy Change”)). (b) The Reinsurer will provide written notification to the Ceding Company as to the Reinsurer’s acceptance or rejection of any change requiring its consent within fifteen (15) Business Days after receipt of notice of such change. If the Reinsurer accepts such change, the Reinsurer will share in the Quota Share of any increase or decrease in the liability of the Ceding Company on such Covered Insurance Policy. If the Reinsurer rejects any such change and determines that it would reasonably be expected to have a material adverse effect on the Reinsurer’s liability under this Agreement (i) the Reinsurer shall notify the Ceding Company of such determination and (ii) if the Ceding Company nevertheless elects to make such change, the Ceding Company will work together in good faith with the Reinsurer to put the Reinsurer in substantially the same economic position as it would have been in if such change had not occurred. In the event that the Parties, acting in good faith, are unable to agree upon the existence or amount of such material adverse effect or how to put the Reinsurer in substantially the same economic position, such dispute shall be referred to an Independent Actuary to determine whether such a material adverse effect has occurred and, if so, an appropriate remedy. Both Parties will promptly supply the Independent Actuary with the necessary data to perform its analysis, subject to such actuary’s entry into a customary non-disclosure agreement. The Independent Actuary’s written decision as to the existence of a material adverse effect and the amount thereof and/or of how to put the Reinsurer in substantially the same economic position will be binding on the Parties. The fees and expenses of the Independent Actuary will be borne equally by the Ceding Company and the Reinsurer; provided, that if the Independent Actuary determines that there will not be a material adverse effect, the Reinsurer will pay or promptly reimburse the Ceding Company for all fees and expenses of the Independent Actuary. The Reinsurer shall be deemed to have consented to such change if it fails to act in accordance with this Section 2.3(b) within fifteen (15) Business Days following receipt of written notice of such change. (c) Excluded Policy Changes shall be automatically binding on the Reinsurer. Within a reasonable period of time prior to effecting any Excluded Policy Change, the Ceding Company shall provide reasonably detailed notice to the Reinsurer describing the nature of such change and the reasons for making such change. Within five (5) Business Days following the Reinsurer’s receipt of notice of any (i) change made due to Exigent Circumstances, or (ii) change required by Applicable Law, a Governmental Authority or any Existing Reinsurance Agreement pursuant to Section 2.3(a)(iii), the Reinsurer shall provide written notice to the Ceding Company of any disagreement that such change was an Excluded Policy Change. If the Reinsurer fails to provide such notice to the Ceding Company within such time period, the Reinsurer shall be deemed to have accepted such change. Should the Reinsurer provide timely notice of disagreement, during the five (5) Business Days immediately following the delivery of such notice, the Ceding Company and the Reinsurer will seek in good faith to resolve any disputes as to the proposed change. In the event the Parties cannot resolve such dispute within such period, either Party may elect to refer the dispute for arbitration pursuant to Section 10.3(b9.3(b). In the event of any such proceeding, the arbitration panel shall only be authorized to determine whether the disputed change is an Excluded Policy Change. If the resolution of the dispute results in a determination that the change was not an Excluded Policy Change, the Parties will use the mechanism set forth in Section 2.3(b) to value the impact of the change. (d) Except as otherwise provided for in this Agreement, the Ceding Company shall not voluntarily terminate, or waive any material provisions of, the Covered Insurance Policies, except (i) in the ordinary course of business, (ii) as required by Applicable Law or a Governmental Authority or (iii) with the Reinsurer’s prior consent which consent shall not be unreasonably withheld, conditioned or delayed.

Insurance Contract Changes. Except as directed by or consented to in writing by the Reinsurer or as performed by the Reinsurer (or its duly appointed assignee or delegatee) acting on behalf of the Ceding Company in the Reinsurer’s capacity as Administrator, the Ceding Company, on its own initiative, shall not change the terms or conditions of any Covered Insurance Policy, other than for any change required by the terms of any Covered Insurance Policies, any Governmental Body or Applicable Law or otherwise permitted by the terms of this Agreement (including Section 2.4). If the Reinsured Liabilities under any of the Covered Insurance Policies are changed (a) Except because of changes made on or after the Effective Time in the terms and conditions of the Covered Insurance Policies effected by the Reinsurer acting in its capacity as Administrator or at the direction of or as consented to in writing by the Reinsurer or (b) pursuant to the terms of any Covered Insurance Policies or to comply with the requirements of any Governmental Body or Applicable Law or otherwise permitted by the terms of this Agreement (including Section 2.4), the Reinsurer will participate, on the reinsurance basis set forth in Section 2.3(b)2.1, and assume and pay one hundred percent (100%) of all Reinsured Liabilities resulting from such change; provided, that any change arising under (a) above must be in compliance with Applicable Law. With respect to any change required by the terms of any Covered Insurance Policies, any Governmental Body or Applicable Law, which the Reinsurer is not voluntarily implementing, the Ceding Company shall not voluntarily make or agree to any change shall, to the terms or conditions ofextent practicable, prior to the effectiveness of any Covered Insurance Policy for any reason without the prior written consent of such change, promptly notify the Reinsurer (other than (i) any Excluded NGE Change or any other of such proposed change in Non-Guaranteed Elementsand afford the Reinsurer, which are subject to Section 2.5 and shall not be governed by or subject to this Section 2.3, (ii) changes that are initiated by policyowners under the terms of a Covered Insurance Policy, (iii) changes required by Applicable Law, a Governmental Authority or any Existing Reinsurance Agreement, and (iv) changes resulting from exigent circumstances that require immediate action and affect the Covered Insurance Policies due to situations including natural or manmade disaster, pandemic, governmental actions or economic circumstances, which exigent circumstances may or may not be dictated by Applicable Law; provided that such changes are (x) made to address the circumstances, (y) consistent with actions taken and changes made by the Ceding Company or its Affiliates to similar policies issued by the Ceding Company or such Affiliate that are not Covered Insurance Policies, if any, in response to the relevant situation and (z) consistent with actions taken and changes made by similarly situated insurers or financial institutions not Affiliated with the Ceding Company to similar types of insurance policies as the affected Covered Insurance Policies in response to the relevant situation (“Exigent Circumstances”, and each of the items listed in (ii), (iii) and (iv), are referred to herein as an “Excluded Policy Change”)). (b) The Reinsurer will provide written notification to the Ceding Company as to at the Reinsurer’s acceptance or rejection of any change requiring its consent within fifteen (15) Business Days after receipt of notice of such change. If the Reinsurer accepts such changeexpense, the Reinsurer will share in the Quota Share of any increase or decrease in the liability of the Ceding Company on such Covered Insurance Policy. If the Reinsurer rejects any such change and determines that it would reasonably be expected to have a material adverse effect on the Reinsurer’s liability under this Agreement (i) the Reinsurer shall notify the Ceding Company of such determination and (ii) if the Ceding Company nevertheless elects to make such changeopportunity, the Ceding Company will work together in good faith with the Reinsurer to put the Reinsurer in substantially the same economic position as it would have been in if such change had not occurred. In the event that the Parties, acting in good faith, are unable to agree upon the existence or amount of such material adverse effect or how to put the Reinsurer in substantially the same economic position, such dispute shall be referred to an Independent Actuary to determine whether such a material adverse effect has occurred and, if so, an appropriate remedy. Both Parties will promptly supply the Independent Actuary with the necessary data to perform its analysis, subject to such actuary’s entry into a customary non-disclosure agreement. The Independent Actuary’s written decision as to the existence of a material adverse effect and the amount thereof and/or of how extent practicable, to put the Reinsurer in substantially the same economic position will be binding on the Parties. The fees and expenses of the Independent Actuary will be borne equally by the Ceding Company and the Reinsurer; provided, that if the Independent Actuary determines that there will not be a material adverse effect, the Reinsurer will pay or promptly reimburse the Ceding Company for all fees and expenses of the Independent Actuary. The Reinsurer shall be deemed to have consented object to such change if it fails to act in accordance with this Section 2.3(b) within fifteen under applicable administrative procedures (15) Business Days following receipt of written notice of such change. (c) Excluded Policy Changes shall be automatically binding on the Reinsurer. Within a reasonable period of time prior to effecting any Excluded Policy Change, the Ceding Company shall provide reasonably detailed notice to the Reinsurer describing the nature of such change both formal and the reasons for making such change. Within five (5) Business Days following the Reinsurer’s receipt of notice of any (i) change made due to Exigent Circumstances, or (ii) change required by Applicable Law, a Governmental Authority or any Existing Reinsurance Agreement pursuant to Section 2.3(a)(iiiinformal), the Reinsurer shall provide written notice to the Ceding Company of any disagreement that such change was an Excluded Policy Change. If the Reinsurer fails to provide such notice to the Ceding Company within such time period, the Reinsurer shall be deemed to have accepted such change. Should the Reinsurer provide timely notice of disagreement, during the five (5) Business Days immediately following the delivery of such notice, the Ceding Company and the Reinsurer will seek in good faith to resolve any disputes as to the proposed change. In the event the Parties cannot resolve such dispute within such period, either Party may elect Reinsurer seeks to refer object as provided in the dispute for arbitration pursuant to Section 10.3(b). In the event of any such proceedingprevious sentence, the arbitration panel Reinsurer shall only be authorized to determine whether the disputed change is an Excluded Policy Change. If the resolution of the dispute results in a determination that the change was not an Excluded Policy Change, the Parties will use the mechanism set forth in Section 2.3(b) to value the impact of the change. (d) Except as otherwise provided for in this Agreement, indemnify and hold the Ceding Company shall not voluntarily terminate, or waive harmless for any material provisions of, Losses so suffered by the Covered Insurance Policies, except (i) Ceding Company in the ordinary course of business, (ii) as required by Applicable Law or a Governmental Authority or (iii) connection with the Reinsurer’s prior consent which consent shall not be unreasonably withheld, conditioned or delayedsuch administrative procedures in accordance with Article IX.

Insurance Contract Changes. Except as directed by or consented to in writing by the Reinsurer or as performed by the Reinsurer (or its duly appointed assignee or delegatee) acting on behalf of the Ceding Company in the Reinsurer’s capacity as Administrator, the Ceding Company, on its own initiative, shall not change the terms or conditions of any Covered Insurance Policy, other than for any change required by the terms of any Covered Insurance Policies, any Governmental Body or Applicable Law or otherwise permitted by the terms of this Agreement (including Section 2.3). If the Reinsured Liabilities under any of the Covered Insurance Policies are changed (a) Except because of changes made on or after the Effective Time in the terms and conditions of the Covered Insurance Policies effected by the Reinsurer acting in its capacity as Administrator or at the direction of or as consented to in writing by the Reinsurer or (b) pursuant to the terms of any Covered Insurance Policies or to comply with the requirements of any Governmental Body or Applicable Law or otherwise permitted by the terms of this Agreement (including Section 2.3), the Reinsurer will participate, on the reinsurance basis set forth in Section 2.3(b)2.1, and assume and pay one hundred percent (100%) of all Reinsured Liabilities resulting from such change; provided, that any change arising under (a) above must be in compliance with Applicable Law. With respect to any change required by the terms of any Covered Insurance Policies, any Governmental Body or Applicable Law, which the Reinsurer is not voluntarily implementing, the Ceding Company shall not voluntarily make or agree to any change shall, to the terms or conditions ofextent practicable, prior to the effectiveness of any Covered Insurance Policy for any reason without the prior written consent of such change, promptly notify the Reinsurer (other than (i) any Excluded NGE Change or any other of such proposed change in Non-Guaranteed Elementsand afford the Reinsurer, which are subject to Section 2.5 and shall not be governed by or subject to this Section 2.3, (ii) changes that are initiated by policyowners under the terms of a Covered Insurance Policy, (iii) changes required by Applicable Law, a Governmental Authority or any Existing Reinsurance Agreement, and (iv) changes resulting from exigent circumstances that require immediate action and affect the Covered Insurance Policies due to situations including natural or manmade disaster, pandemic, governmental actions or economic circumstances, which exigent circumstances may or may not be dictated by Applicable Law; provided that such changes are (x) made to address the circumstances, (y) consistent with actions taken and changes made by the Ceding Company or its Affiliates to similar policies issued by the Ceding Company or such Affiliate that are not Covered Insurance Policies, if any, in response to the relevant situation and (z) consistent with actions taken and changes made by similarly situated insurers or financial institutions not Affiliated with the Ceding Company to similar types of insurance policies as the affected Covered Insurance Policies in response to the relevant situation (“Exigent Circumstances”, and each of the items listed in (ii), (iii) and (iv), are referred to herein as an “Excluded Policy Change”)). (b) The Reinsurer will provide written notification to the Ceding Company as to at the Reinsurer’s acceptance or rejection of any change requiring its consent within fifteen (15) Business Days after receipt of notice of such change. If the Reinsurer accepts such changeexpense, the Reinsurer will share in the Quota Share of any increase or decrease in the liability of the Ceding Company on such Covered Insurance Policy. If the Reinsurer rejects any such change and determines that it would reasonably be expected to have a material adverse effect on the Reinsurer’s liability under this Agreement (i) the Reinsurer shall notify the Ceding Company of such determination and (ii) if the Ceding Company nevertheless elects to make such changeopportunity, the Ceding Company will work together in good faith with the Reinsurer to put the Reinsurer in substantially the same economic position as it would have been in if such change had not occurred. In the event that the Parties, acting in good faith, are unable to agree upon the existence or amount of such material adverse effect or how to put the Reinsurer in substantially the same economic position, such dispute shall be referred to an Independent Actuary to determine whether such a material adverse effect has occurred and, if so, an appropriate remedy. Both Parties will promptly supply the Independent Actuary with the necessary data to perform its analysis, subject to such actuary’s entry into a customary non-disclosure agreement. The Independent Actuary’s written decision as to the existence of a material adverse effect and the amount thereof and/or of how extent practicable, to put the Reinsurer in substantially the same economic position will be binding on the Parties. The fees and expenses of the Independent Actuary will be borne equally by the Ceding Company and the Reinsurer; provided, that if the Independent Actuary determines that there will not be a material adverse effect, the Reinsurer will pay or promptly reimburse the Ceding Company for all fees and expenses of the Independent Actuary. The Reinsurer shall be deemed to have consented object to such change if it fails to act in accordance with this Section 2.3(b) within fifteen under applicable administrative procedures (15) Business Days following receipt of written notice of such change. (c) Excluded Policy Changes shall be automatically binding on the Reinsurer. Within a reasonable period of time prior to effecting any Excluded Policy Change, the Ceding Company shall provide reasonably detailed notice to the Reinsurer describing the nature of such change both formal and the reasons for making such change. Within five (5) Business Days following the Reinsurer’s receipt of notice of any (i) change made due to Exigent Circumstances, or (ii) change required by Applicable Law, a Governmental Authority or any Existing Reinsurance Agreement pursuant to Section 2.3(a)(iiiinformal), the Reinsurer shall provide written notice to the Ceding Company of any disagreement that such change was an Excluded Policy Change. If the Reinsurer fails to provide such notice to the Ceding Company within such time period, the Reinsurer shall be deemed to have accepted such change. Should the Reinsurer provide timely notice of disagreement, during the five (5) Business Days immediately following the delivery of such notice, the Ceding Company and the Reinsurer will seek in good faith to resolve any disputes as to the proposed change. In the event the Parties cannot resolve such dispute within such period, either Party may elect Reinsurer seeks to refer object as provided in the dispute for arbitration pursuant to Section 10.3(b). In the event of any such proceedingprevious sentence, the arbitration panel Reinsurer shall only be authorized to determine whether the disputed change is an Excluded Policy Change. If the resolution of the dispute results in a determination that the change was not an Excluded Policy Change, the Parties will use the mechanism set forth in Section 2.3(b) to value the impact of the change. (d) Except as otherwise provided for in this Agreement, indemnify and hold the Ceding Company shall not voluntarily terminate, or waive harmless for any material provisions of, Losses so suffered by the Covered Insurance Policies, except (i) Ceding Company in the ordinary course of business, (ii) as required by Applicable Law or a Governmental Authority or (iii) connection with the Reinsurer’s prior consent which consent shall not be unreasonably withheld, conditioned or delayedsuch administrative procedures in accordance with Article IX.

Insurance Contract Changes. (a) Except as permitted in Section 2.3(b), directed by the Reinsurer or as performed by the Reinsurer (or its duly appointed assignee or delegatee) acting on behalf of the Ceding Company shall not voluntarily make or agree to any change in the Reinsurer's capacity as Administrator and to the terms or conditions of, any Covered Insurance Policy for any reason without the prior written consent of the Reinsurer (other than (i) any Excluded NGE Change or any other change in Non-Guaranteed Elements, which are subject to Section 2.5 and shall not be governed by or subject to this Section 2.3, (ii) changes that are initiated by policyowners extent permitted under the terms of a Covered Insurance Policy, (iii) changes required by Applicable Law, a Governmental Authority or any Existing Reinsurance Agreement, and (iv) changes resulting from exigent circumstances that require immediate action and affect the Covered Insurance Policies due to situations including natural or manmade disaster, pandemic, governmental actions or economic circumstances, which exigent circumstances may or may not be dictated by Applicable Law; provided that such changes are (x) made to address the circumstances, (y) consistent with actions taken and changes made by the Ceding Company or its Affiliates to similar policies issued by the Ceding Company or such Affiliate that are not Covered Insurance Policies, if any, in response to the relevant situation and (z) consistent with actions taken and changes made by similarly situated insurers or financial institutions not Affiliated with the Ceding Company to similar types of insurance policies as the affected Covered Insurance Policies in response to the relevant situation (“Exigent Circumstances”, and each of the items listed in (ii), (iii) and (iv), are referred to herein as an “Excluded Policy Change”)). (b) The Reinsurer will provide written notification to the Ceding Company as to the Reinsurer’s acceptance or rejection of any change requiring its consent within fifteen (15) Business Days after receipt of notice of such change. If the Reinsurer accepts such change, the Reinsurer will share in the Quota Share of any increase or decrease in the liability of the Ceding Company on such Covered Insurance Policy. If the Reinsurer rejects any such change and determines that it would reasonably be expected to have a material adverse effect on the Reinsurer’s liability under this Agreement (i) the Reinsurer shall notify the Ceding Company of such determination and (ii) if the Ceding Company nevertheless elects to make such change, the Ceding Company will work together in good faith with the Reinsurer to put the Reinsurer in substantially the same economic position as it would have been in if such change had not occurred. In the event that the Parties, acting in good faith, are unable to agree upon the existence or amount of such material adverse effect or how to put the Reinsurer in substantially the same economic position, such dispute shall be referred to an Independent Actuary to determine whether such a material adverse effect has occurred and, if so, an appropriate remedy. Both Parties will promptly supply the Independent Actuary with the necessary data to perform its analysis, subject to such actuary’s entry into a customary non-disclosure agreement. The Independent Actuary’s written decision as to the existence of a material adverse effect and the amount thereof and/or of how to put the Reinsurer in substantially the same economic position will be binding on the Parties. The fees and expenses of the Independent Actuary will be borne equally by the Ceding Company and the Reinsurer; provided, that if the Independent Actuary determines that there will not be a material adverse effect, the Reinsurer will pay or promptly reimburse the Ceding Company for all fees and expenses of the Independent Actuary. The Reinsurer shall be deemed to have consented to such change if it fails to act in accordance with this Section 2.3(b) within fifteen (15) Business Days following receipt of written notice of such change. (c) Excluded Policy Changes shall be automatically binding on the Reinsurer. Within a reasonable period of time prior to effecting any Excluded Policy Change, the Ceding Company shall provide reasonably detailed notice to the Reinsurer describing the nature of such change and the reasons for making such change. Within five (5) Business Days following the Reinsurer’s receipt of notice of any (i) change made due to Exigent Circumstances, or (ii) change required by Applicable Law, a Governmental Authority or any Existing Reinsurance Agreement pursuant to Section 2.3(a)(iii), the Reinsurer shall provide written notice to the Ceding Company of any disagreement that such change was an Excluded Policy Change. If the Reinsurer fails to provide such notice to the Ceding Company within such time period, the Reinsurer shall be deemed to have accepted such change. Should the Reinsurer provide timely notice of disagreement, during the five (5) Business Days immediately following the delivery of such notice, the Ceding Company and the Reinsurer will seek in good faith to resolve any disputes as to the proposed change. In the event the Parties cannot resolve such dispute within such period, either Party may elect to refer the dispute for arbitration pursuant to Section 10.3(b). In the event of any such proceeding, the arbitration panel shall only be authorized to determine whether the disputed change is an Excluded Policy Change. If the resolution of the dispute results in a determination that the change was not an Excluded Policy Change, the Parties will use the mechanism set forth in Section 2.3(b) to value the impact of the change. (d) Except as otherwise provided for in this Administrative Services Agreement, the Ceding Company shall not voluntarily terminate(a) change the terms or conditions of any Covered Insurance Policy or Existing Reinsurance Agreement, other than for any change required by the terms of any Covered Insurance Policy or Existing Reinsurance Agreement, or waive by any material provisions ofGovernmental Authority or Applicable Law or (b) enter into any settlement of any Covered Insurance Policy or Existing Reinsurance Agreement. If the Reinsured Liabilities under any of the Covered Insurance Policies are changed (a) because of changes made on or after the Effective Time in the terms and conditions of the Covered Insurance Policies or Existing Reinsurance Agreements or settlements in respect of Covered Insurance Policies or Existing Reinsurance Agreements effected by the Reinsurer acting in its capacity as Administrator or at the direction of the Reinsurer, or (b) pursuant to the terms of any Covered Insurance Policies or by reason of the requirements of any Governmental Authority or Applicable Law, the Reinsurer will participate, on the reinsurance basis set forth in SECTION 2.1, and assume one hundred percent (100%) of all Reinsured Liabilities resulting from such changes. With respect to any change that, despite being required by the terms of any Covered Insurance Policies, except (i) in the ordinary course of business, (ii) as required by Applicable Law or a any Governmental Authority or (iii) with Applicable Law, the Administrator determines not to implement, the Ceding Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such required change and afford the Reinsurer’s prior consent which consent shall not be unreasonably withheld, conditioned or delayedat the Reinsurer's expense, the opportunity, to the extent practicable, to object to such change under applicable administrative procedures.

Insurance Contract Changes. (a) Except as permitted directed by the Reinsurer or as performed by the Reinsurer (or its duly appointed assignee or delegatee) acting on behalf of the Ceding Company in Section 2.3(b)Reinsurer's capacity as Administrator, the Ceding Company, on its own initiative, shall not change the terms or conditions of any Covered Insurance Policy, other than for any change required by the terms of any Covered Insurance Policies, any Governmental Body or Applicable Law. Furthermore, the Ceding Company shall not voluntarily make object to or agree hinder any efforts by the Reinsurer to effectuate any changes to any change to the terms or conditions of, any Covered Insurance Policy for any reason without the prior written consent of the Reinsurer (other than (i) any Excluded NGE Change or any other change in Non-Guaranteed Elements, which are subject to Section 2.5 and shall not be governed by or subject to this Section 2.3, (ii) changes that are initiated by policyowners under the terms of a Covered Insurance Policy, (iii) including increases to any fees or charges thereunder, as long as such changes required by are not contrary to the terms and conditions of such Covered Insurance Policy or this Agreement or in violation of any Applicable Law, a Law or Governmental Authority or Order. If the Reinsured Liabilities under any Existing Reinsurance Agreement, and (iv) changes resulting from exigent circumstances that require immediate action and affect of the Covered Insurance Policies due are changed (a) because of changes made on or after the Effective Time in the terms and conditions of the Covered Insurance Policies effected by the Reinsurer acting in its capacity as Administrator or at the direction of the Reinsurer, or (b) pursuant to situations including natural the terms of any Covered Insurance Policies or manmade disaster, pandemic, governmental actions 13 <Page> required by any Governmental Body or economic circumstances, which exigent circumstances may or may not be dictated by Applicable Law; provided that , the Reinsurer will participate, on the reinsurance basis set forth in Section 2.1, and assume one hundred percent (100%) of all Liabilities and obligations resulting from such changes are and shall fully indemnify the Ceding Company and hold the Ceding Company harmless with respect to such changes. With respect to any change that, despite being required by the terms of any Covered Insurance Policies, any Governmental Body or Applicable Law, the Administrator is not implementing, the Ceding Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer, at the Reinsurer's expense, the opportunity to object to such change under applicable administrative procedures (x) made both formal and informal). In the event the Reinsurer seeks to address object as provided in the circumstancesprevious sentence, (y) consistent with actions taken the Reinsurer shall indemnify and changes made hold the Ceding Company harmless for any Loss so suffered by the Ceding Company or its Affiliates to similar policies issued by in accordance with Article 14 <Page> VIII. Likewise, in the event the Ceding Company refuses to comply with any request by the Reinsurer or the Administrator to implement a change or hinders Reinsurer's or Administrator's efforts to implement a change and such Affiliate that are change is not contrary to the terms and conditions of the applicable Covered Insurance Policies, if any, Policy or this Agreement or in response to the relevant situation and (z) consistent with actions taken and changes made by similarly situated insurers or financial institutions not Affiliated with the Ceding Company to similar types of insurance policies as the affected Covered Insurance Policies in response to the relevant situation (“Exigent Circumstances”, and each of the items listed in (ii), (iii) and (iv), are referred to herein as an “Excluded Policy Change”)). (b) The Reinsurer will provide written notification to the Ceding Company as to the Reinsurer’s acceptance or rejection violation of any change requiring its consent within fifteen (15) Business Days after receipt of notice of such change. If the Reinsurer accepts such change, the Reinsurer will share in the Quota Share of any increase Applicable Law or decrease in the liability of the Ceding Company on such Covered Insurance Policy. If the Reinsurer rejects any such change and determines that it would reasonably be expected to have a material adverse effect on the Reinsurer’s liability under this Agreement (i) the Reinsurer shall notify the Ceding Company of such determination and (ii) if the Ceding Company nevertheless elects to make such change, the Ceding Company will work together in good faith with the Reinsurer to put the Reinsurer in substantially the same economic position as it would have been in if such change had not occurred. In the event that the Parties, acting in good faith, are unable to agree upon the existence or amount of such material adverse effect or how to put the Reinsurer in substantially the same economic position, such dispute shall be referred to an Independent Actuary to determine whether such a material adverse effect has occurred and, if so, an appropriate remedy. Both Parties will promptly supply the Independent Actuary with the necessary data to perform its analysis, subject to such actuary’s entry into a customary non-disclosure agreement. The Independent Actuary’s written decision as to the existence of a material adverse effect and the amount thereof and/or of how to put the Reinsurer in substantially the same economic position will be binding on the Parties. The fees and expenses of the Independent Actuary will be borne equally by the Ceding Company and the Reinsurer; provided, that if the Independent Actuary determines that there will not be a material adverse effect, the Reinsurer will pay or promptly reimburse the Ceding Company for all fees and expenses of the Independent Actuary. The Reinsurer shall be deemed to have consented to such change if it fails to act in accordance with this Section 2.3(b) within fifteen (15) Business Days following receipt of written notice of such change. (c) Excluded Policy Changes shall be automatically binding on the Reinsurer. Within a reasonable period of time prior to effecting any Excluded Policy ChangeGovernmental Order, the Ceding Company shall provide reasonably detailed notice to indemnify and hold the Reinsurer describing the nature of such change and the reasons harmless for making such change. Within five (5) Business Days following the Reinsurer’s receipt of notice of any (i) change made due to Exigent Circumstances, or (ii) change required Loss so suffered by Applicable Law, a Governmental Authority or any Existing Reinsurance Agreement pursuant to Section 2.3(a)(iii), the Reinsurer shall provide written notice to the Ceding Company of any disagreement that such change was an Excluded Policy Change. If the Reinsurer fails to provide such notice to the Ceding Company within such time period, the Reinsurer shall be deemed to have accepted such change. Should the Reinsurer provide timely notice of disagreement, during the five (5) Business Days immediately following the delivery of such notice, the Ceding Company and the Reinsurer will seek in good faith to resolve any disputes as to the proposed change. In the event the Parties cannot resolve such dispute within such period, either Party may elect to refer the dispute for arbitration pursuant to Section 10.3(b). In the event of any such proceeding, the arbitration panel shall only be authorized to determine whether the disputed change is an Excluded Policy Change. If the resolution of the dispute results in a determination that the change was not an Excluded Policy Change, the Parties will use the mechanism set forth in Section 2.3(b) to value the impact of the changeaccordance with Article VIII. (d) Except as otherwise provided for in this Agreement, the Ceding Company shall not voluntarily terminate, or waive any material provisions of, the Covered Insurance Policies, except (i) in the ordinary course of business, (ii) as required by Applicable Law or a Governmental Authority or (iii) with the Reinsurer’s prior consent which consent shall not be unreasonably withheld, conditioned or delayed.

Insurance Contract Changes. (a) Except as permitted in Section 2.3(b), with the Ceding Company shall not voluntarily make or agree to any change to the terms or conditions of, any Covered Insurance Policy for any reason without the prior written consent of the Reinsurer or as performed by the Reinsurer (other than (ior its duly appointed assignee or delegee) any Excluded NGE Change or any other change acting on behalf of the Ceding Company, including in Non-Guaranteed ElementsReinsurer’s capacity as Administrator, which are subject to Section 2.5 and the Ceding Company, on its own initiative, shall not be governed by amend, waive or subject to this Section 2.3, (ii) changes that are initiated by policyowners under change the terms or conditions of a any Covered Insurance Policy, (iii) changes other than for any amendment, waiver or change required by Applicable Lawthe terms of any Covered Insurance Policies, a any Governmental Authority or applicable Law. If the Reinsured Liabilities under any Existing Reinsurance Agreement, and (iv) changes resulting from exigent circumstances that require immediate action and affect of the Covered Insurance Policies due are amended, waived or changed (a) because of changes made on or after the Effective Time in the terms and conditions of the Covered Insurance Policies effected by the Reinsurer (or its duly appointed assignee or delegee), including acting in its capacity as Administrator, or consented to situations including natural in writing by the Reinsurer, (b) as required by the terms of any Covered Insurance Policies or manmade disasterrequired by any Governmental Authority or applicable Law or (c) otherwise with the written consent of the Reinsurer, pandemicin each case, governmental actions or economic circumstancesthe Reinsurer will participate, which exigent circumstances may or may not be dictated by Applicable Law; provided that on the reinsurance basis set forth in Section 2.01(a), and assume one hundred percent (100%) of all Liabilities and obligations resulting from such changes are (x) made to address the circumstances, (y) consistent with actions taken and changes made by shall fully indemnify the Ceding Company or its Affiliates to similar policies issued by and hold the Ceding Company harmless with respect to such changes. With respect to any amendment, waiver or such Affiliate that are not Covered Insurance Policieschange under Section 2.04, if anythe Ceding Company shall, in response to the relevant situation extent practicable, prior to the effectiveness of such amendment, waiver or change, promptly notify the Reinsurer of such amendment, waiver or change and afford the Reinsurer a reasonable opportunity, at the Reinsurer’s cost, to object to any such amendment, waiver or change under applicable administrative procedures (z) consistent with actions taken both formal and changes made by similarly situated insurers or financial institutions not Affiliated with informal); provided, however, nothing in the foregoing shall cause the Ceding Company to similar types of insurance policies as be required to delay the affected Covered Insurance Policies in response to the relevant situation (“Exigent Circumstances”, and each of the items listed in (ii), (iii) and (iv), are referred to herein as an “Excluded Policy Change”)). (b) The Reinsurer will provide written notification to the Ceding Company as to the Reinsurer’s acceptance or rejection of any change requiring its consent within fifteen (15) Business Days after receipt of notice of such change. If the Reinsurer accepts such change, the Reinsurer will share in the Quota Share of any increase or decrease in the liability of the Ceding Company on such Covered Insurance Policy. If the Reinsurer rejects any such change and determines that it would reasonably be expected to have a material adverse effect on the Reinsurer’s liability under this Agreement (i) the Reinsurer shall notify the Ceding Company of such determination and (ii) if the Ceding Company nevertheless elects to make such change, the Ceding Company will work together in good faith with the Reinsurer to put the Reinsurer in substantially the same economic position as it would have been in if such change had not occurred. In the event that the Parties, acting in good faith, are unable to agree upon the existence or amount of such material adverse effect or how to put the Reinsurer in substantially the same economic position, such dispute shall be referred to an Independent Actuary to determine whether such a material adverse effect has occurred and, if so, an appropriate remedy. Both Parties will promptly supply the Independent Actuary with the necessary data to perform its analysis, subject to such actuary’s entry into a customary non-disclosure agreement. The Independent Actuary’s written decision as to the existence of a material adverse effect and the amount thereof and/or of how to put the Reinsurer in substantially the same economic position will be binding on the Parties. The fees and expenses of the Independent Actuary will be borne equally by the Ceding Company and the Reinsurer; provided, that if the Independent Actuary determines that there will not be a material adverse effect, the Reinsurer will pay or promptly reimburse the Ceding Company for all fees and expenses of the Independent Actuary. The Reinsurer shall be deemed to have consented to such change if it fails to act in accordance with this Section 2.3(b) within fifteen (15) Business Days following receipt of written notice of such change. (c) Excluded Policy Changes shall be automatically binding on the Reinsurer. Within a reasonable period of time prior to effecting any Excluded Policy Change, the Ceding Company shall provide reasonably detailed notice to the Reinsurer describing the nature of such change and the reasons for making such change. Within five (5) Business Days following the Reinsurer’s receipt of notice of any (i) change made due to Exigent Circumstances, or (ii) change required by Applicable Law, a Governmental Authority or any Existing Reinsurance Agreement pursuant to Section 2.3(a)(iii), the Reinsurer shall provide written notice to the Ceding Company of any disagreement that such change was an Excluded Policy Change. If the Reinsurer fails to provide such notice to the Ceding Company within such time period, the Reinsurer shall be deemed to have accepted such change. Should the Reinsurer provide timely notice of disagreement, during the five (5) Business Days immediately following the delivery of such notice, the Ceding Company and the Reinsurer will seek in good faith to resolve any disputes as to the proposed change. In the event the Parties cannot resolve such dispute within such period, either Party may elect to refer the dispute for arbitration pursuant to Section 10.3(b). In the event implementation of any such proceedingamendment, waiver or change beyond the arbitration panel shall only be authorized to determine whether the disputed change is an Excluded Policy Change. If the resolution of the dispute results in a determination that the change was not an Excluded Policy Change, the Parties will use the mechanism set forth in Section 2.3(b) to value the impact of the changedate so required. (d) Except as otherwise provided for in this Agreement, the Ceding Company shall not voluntarily terminate, or waive any material provisions of, the Covered Insurance Policies, except (i) in the ordinary course of business, (ii) as required by Applicable Law or a Governmental Authority or (iii) with the Reinsurer’s prior consent which consent shall not be unreasonably withheld, conditioned or delayed.

Insurance Contract Changes. (a) Except as permitted in Section 2.3(bdirected by the Reinsurer or as performed by the Administrator (or its duly appointed assignee or delegatee), or any successor Administrator acting at the direction of the Reinsurer after a termination of the Administrative Services Agreement, the Ceding Company, on its own initiative, shall not change the terms or conditions of any Reinsured Contract, other than for any change required by the terms of such Reinsured Contract, any Governmental Order or Applicable Law or required by any Governmental Authority. Furthermore, the Ceding Company shall not voluntarily make object to or agree hinder any efforts by the Reinsurer or the Administrator to effectuate any changes to any change Reinsured Contract, including increases to any fees or charges thereunder, as long as such changes (i) are not contrary to the terms and conditions of such Reinsured Contract or conditions ofthis Agreement or in violation of any Applicable Law, any Covered Insurance Policy for any reason without the prior written consent of the Reinsurer (other than (i) any Excluded NGE Change Governmental Order or any other change in Non-Guaranteed Elements, which are subject to Section 2.5 and shall not be governed by requirement of any Governmental Authority or subject to this Section 2.3, (ii) changes that are initiated by policyowners under the terms of a Covered Insurance Policy, (iii) changes required by Applicable Law, a Governmental Authority or any Existing Reinsurance Agreementdo not, and (iv) changes resulting from exigent circumstances that require immediate action and would not reasonably be expected to adversely affect the Covered Insurance Policies due Ceding Company in a material manner economically or otherwise, after accounting for the benefits expected to situations including natural or manmade disaster, pandemic, governmental actions or economic circumstances, which exigent circumstances may or may not be dictated by Applicable Law; provided that such changes are (x) made to address the circumstances, (y) consistent with actions taken and changes made received by the Ceding Company under this Agreement and the Administrative Services Agreement. If the Reinsured Liabilities under any of the Reinsured Contracts are changed (a) because of changes made on or its Affiliates to similar policies issued after the Effective Time in the terms and conditions of the Reinsured Contracts effected by the Ceding Company Administrator or such Affiliate that are not Covered Insurance Policies, if any, in response to at the relevant situation and (z) consistent with actions taken and changes made by similarly situated insurers or financial institutions not Affiliated with the Ceding Company to similar types of insurance policies as the affected Covered Insurance Policies in response to the relevant situation (“Exigent Circumstances”, and each direction of the items listed in (ii)Reinsurer, (iii) and (iv), are referred to herein as an “Excluded Policy Change”)). (b) The Reinsurer will provide written notification pursuant to the Ceding Company as to the Reinsurer’s acceptance or rejection terms of any change requiring its consent within fifteen Reinsured Contract or required by any Governmental Authority or required by Applicable Law or any Governmental Order, or (15c) Business Days after receipt of notice of such change. If because the Reinsurer accepts such change, the Reinsurer will share in the Quota Share of any increase or decrease in the liability of the Ceding Company on such Covered Insurance Policy. If the Reinsurer rejects any failure to make such change and determines that it would, or would reasonably be expected to have a material adverse effect on the Reinsurer’s liability under this Agreement (i) the Reinsurer shall notify adversely affect the Ceding Company of such determination and (ii) if the Ceding Company nevertheless elects to make such change, the Ceding Company will work together in good faith with the Reinsurer to put the Reinsurer in substantially the same economic position as it would have been in if such change had not occurred. In the event that the Parties, acting in good faith, are unable to agree upon the existence or amount of such material adverse effect or how to put the Reinsurer in substantially the same economic position, such dispute shall be referred to an Independent Actuary to determine whether such a material adverse effect has occurred andmanner economically or otherwise, if so, an appropriate remedy. Both Parties will promptly supply after accounting for the Independent Actuary with the necessary data benefits expected to perform its analysis, subject to such actuary’s entry into a customary non-disclosure agreement. The Independent Actuary’s written decision as to the existence of a material adverse effect and the amount thereof and/or of how to put the Reinsurer in substantially the same economic position will be binding on the Parties. The fees and expenses of the Independent Actuary will be borne equally received by the Ceding Company under this Agreement and the Reinsurer; provided, that if the Independent Actuary determines that there will not be a material adverse effectAdministrative Services Agreement, the Reinsurer will pay or promptly reimburse the Ceding Company for all fees and expenses of the Independent Actuary. The Reinsurer shall be deemed to have consented to such change if it fails to act in accordance with this Section 2.3(b) within fifteen (15) Business Days following receipt of written notice of such change. (c) Excluded Policy Changes shall be automatically binding participate, on the Reinsurer. Within a reasonable period of time prior to effecting any Excluded Policy Change, the Ceding Company shall provide reasonably detailed notice to the Reinsurer describing the nature of such change and the reasons for making such change. Within five (5) Business Days following the Reinsurer’s receipt of notice of any (i) change made due to Exigent Circumstances, or (ii) change required by Applicable Law, a Governmental Authority or any Existing Reinsurance Agreement pursuant to Section 2.3(a)(iii), the Reinsurer shall provide written notice to the Ceding Company of any disagreement that such change was an Excluded Policy Change. If the Reinsurer fails to provide such notice to the Ceding Company within such time period, the Reinsurer shall be deemed to have accepted such change. Should the Reinsurer provide timely notice of disagreement, during the five (5) Business Days immediately following the delivery of such notice, the Ceding Company and the Reinsurer will seek in good faith to resolve any disputes as to the proposed change. In the event the Parties cannot resolve such dispute within such period, either Party may elect to refer the dispute for arbitration pursuant to Section 10.3(b). In the event of any such proceeding, the arbitration panel shall only be authorized to determine whether the disputed change is an Excluded Policy Change. If the resolution of the dispute results in a determination that the change was not an Excluded Policy Change, the Parties will use the mechanism reinsurance basis set forth in Section 2.3(b2.1 and assume one hundred percent (100%) of all liabilities resulting from such changes. With respect to value any change that, despite being required by the impact terms of the change. (d) Except as otherwise provided for in this Agreementany Reinsured Contracts, any Governmental Order or Applicable Law or required any Governmental Authority or that would, or would reasonably be expected to adversely affect the Ceding Company shall not voluntarily terminatein a material manner economically or otherwise, or waive any material provisions of, after accounting for the Covered Insurance Policies, except (i) in the ordinary course of business, (ii) as required by Applicable Law or a Governmental Authority or (iii) with the Reinsurer’s prior consent which consent shall not be unreasonably withheld, conditioned or delayed.benefits

Insurance Contract Changes. (a) Except as permitted directed by the Reinsurer or as performed by the Reinsurer (or its duly appointed assignee or delegatee) acting on behalf of the Ceding Company in Section 2.3(b)Reinsurer's capacity as Administrator, the Ceding Company, on its own initiative, shall not change the terms or conditions of any Covered Insurance Policy, other than for any change required by the terms of any Covered Insurance Policies, any Governmental Body or Applicable Law. Furthermore, the Ceding Company shall not voluntarily make object to or agree hinder any efforts by the Reinsurer to effectuate any changes to any change to the terms or conditions of, any Covered Insurance Policy for any reason without the prior written consent of the Reinsurer (other than (i) any Excluded NGE Change or any other change in Non-Guaranteed Elements, which are subject to Section 2.5 and shall not be governed by or subject to this Section 2.3, (ii) changes that are initiated by policyowners under the terms of a Covered Insurance Policy, (iii) including increases to any fees or charges thereunder, as long as such changes required by are not contrary to the terms and conditions of such Covered Insurance Policy or this Agreement or in violation of any Applicable Law, a Law or Governmental Authority or Order. If the Reinsured Liabilities under any Existing Reinsurance Agreement, and (iv) changes resulting from exigent circumstances that require immediate action and affect of the Covered Insurance Policies due are changed (a) because of changes made on or after the Effective Time in the terms and conditions of the Covered Insurance Policies effected by the Reinsurer acting in its capacity as Administrator or at the direction of the Reinsurer, or (b) pursuant to situations including natural the terms of any Covered Insurance Policies or manmade disaster, pandemic, governmental actions required by any Governmental Body or economic circumstances, which exigent circumstances may or may not be dictated by Applicable Law; provided that , the Reinsurer will participate, on the reinsurance basis set forth in Section 2.1, and assume one hundred percent (100%) of all Liabilities and obligations resulting from such changes are (x) made to address the circumstances, (y) consistent with actions taken and changes made by shall fully indemnify the Ceding Company or its Affiliates to similar policies issued by and hold the Ceding Company or harmless with respect to such Affiliate that are not changes. With respect to any change that, despite being required by the terms of any Covered Insurance Policies, if any, in response to the relevant situation and (z) consistent with actions taken and changes made by similarly situated insurers any Governmental Body or financial institutions not Affiliated with the Ceding Company to similar types of insurance policies as the affected Covered Insurance Policies in response to the relevant situation (“Exigent Circumstances”, and each of the items listed in (ii), (iii) and (iv), are referred to herein as an “Excluded Policy Change”)). (b) The Reinsurer will provide written notification to the Ceding Company as to the Reinsurer’s acceptance or rejection of any change requiring its consent within fifteen (15) Business Days after receipt of notice of such change. If the Reinsurer accepts such changeApplicable Law, the Reinsurer will share in the Quota Share of any increase or decrease in the liability of the Ceding Company on such Covered Insurance Policy. If the Reinsurer rejects any such change and determines that it would reasonably be expected to have a material adverse effect on the Reinsurer’s liability under this Agreement (i) the Reinsurer shall notify the Ceding Company of such determination and (ii) if the Ceding Company nevertheless elects to make such changeAdministrator is not implementing, the Ceding Company will work together in good faith with shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer to put the Reinsurer in substantially the same economic position as it would have been in if such change had not occurred. In the event that the Parties, acting in good faith, are unable to agree upon the existence or amount of such material adverse effect or how to put the Reinsurer in substantially the same economic position, such dispute shall be referred to an Independent Actuary to determine whether such a material adverse effect has occurred and, if so, an appropriate remedy. Both Parties will promptly supply the Independent Actuary with the necessary data to perform its analysis, subject to such actuary’s entry into a customary non-disclosure agreement. The Independent Actuary’s written decision as to the existence of a material adverse effect proposed change and the amount thereof and/or of how to put the Reinsurer in substantially the same economic position will be binding on the Parties. The fees and expenses of the Independent Actuary will be borne equally by the Ceding Company and afford the Reinsurer; provided, that if at the Independent Actuary determines that there will not be a material adverse effectReinsurer's expense, the Reinsurer will pay or promptly reimburse the Ceding Company for all fees and expenses of the Independent Actuary. The Reinsurer shall be deemed opportunity to have consented object to such change if it fails to act in accordance with this Section 2.3(b) within fifteen under applicable administrative procedures (15) Business Days following receipt of written notice of such change. (c) Excluded Policy Changes shall be automatically binding on the Reinsurer. Within a reasonable period of time prior to effecting any Excluded Policy Change, the Ceding Company shall provide reasonably detailed notice to the Reinsurer describing the nature of such change both formal and the reasons for making such change. Within five (5) Business Days following the Reinsurer’s receipt of notice of any (i) change made due to Exigent Circumstances, or (ii) change required by Applicable Law, a Governmental Authority or any Existing Reinsurance Agreement pursuant to Section 2.3(a)(iiiinformal), the Reinsurer shall provide written notice to the Ceding Company of any disagreement that such change was an Excluded Policy Change. If the Reinsurer fails to provide such notice to the Ceding Company within such time period, the Reinsurer shall be deemed to have accepted such change. Should the Reinsurer provide timely notice of disagreement, during the five (5) Business Days immediately following the delivery of such notice, the Ceding Company and the Reinsurer will seek in good faith to resolve any disputes as to the proposed change. In the event the Parties cannot resolve such dispute within such period, either Party may elect Reinsurer seeks to refer object as provided in the dispute for arbitration pursuant to Section 10.3(b). In the event of any such proceedingprevious sentence, the arbitration panel Reinsurer shall only be authorized to determine whether the disputed change is an Excluded Policy Change. If the resolution of the dispute results in a determination that the change was not an Excluded Policy Change, the Parties will use the mechanism set forth in Section 2.3(b) to value the impact of the change. (d) Except as otherwise provided for in this Agreement, indemnify and hold the Ceding Company shall not voluntarily terminate, or waive harmless for any material provisions of, Loss so suffered by the Covered Insurance Policies, except (i) Ceding Company in the ordinary course of business, (ii) as required by Applicable Law or a Governmental Authority or (iii) accordance with the Reinsurer’s prior consent which consent shall not be unreasonably withheld, conditioned or delayed.Article 14

Insurance Contract Changes. Except as directed by the Reinsurer or as performed by the Reinsurer (or its duly appointed assignee or delegatee) acting on behalf of the Ceding Company in its capacity as Administrator, the Ceding Company, on its own initiative, shall not change the terms or conditions of any Covered Insurance Policy, other than for any change required by the terms of any Covered Insurance Policies, any Governmental Body or Applicable Law. If the Reinsured Liabilities under any of the Covered Insurance Policies are changed (a) Except because of changes made on or after the Effective Time in the terms and conditions of the Covered Insurance Policies effected by the Reinsurer, including in its capacity as permitted Administrator, or (b) pursuant to the terms of any Covered Insurance Policies or by reason of the requirements of any Governmental Body or Applicable Law, the Reinsurer will participate, on the reinsurance basis set forth in Section 2.3(b)2.1, and assume one hundred percent (100%) of all liabilities and obligations resulting from such changes and shall fully indemnify the Ceding Company and hold the Ceding Company harmless with respect to such changes, in each case, subject to the terms and conditions of this Agreement. With respect to any change that, despite being required by the terms of any Covered Insurance Policies, any Governmental Body or Applicable Law, the Reinsurer is not implementing, the Ceding Company shall not voluntarily make or agree to any change shall, to the terms or conditions ofextent practicable, prior to the effectiveness of any Covered Insurance Policy for any reason without the prior written consent of such change, promptly notify the Reinsurer (other than (i) any Excluded NGE Change or any other of such proposed change in Non-Guaranteed Elementsand afford the Reinsurer, which are subject to Section 2.5 and shall not be governed by or subject to this Section 2.3, (ii) changes that are initiated by policyowners under the terms of a Covered Insurance Policy, (iii) changes required by Applicable Law, a Governmental Authority or any Existing Reinsurance Agreement, and (iv) changes resulting from exigent circumstances that require immediate action and affect the Covered Insurance Policies due to situations including natural or manmade disaster, pandemic, governmental actions or economic circumstances, which exigent circumstances may or may not be dictated by Applicable Law; provided that such changes are (x) made to address the circumstances, (y) consistent with actions taken and changes made by the Ceding Company or its Affiliates to similar policies issued by the Ceding Company or such Affiliate that are not Covered Insurance Policies, if any, in response to the relevant situation and (z) consistent with actions taken and changes made by similarly situated insurers or financial institutions not Affiliated with the Ceding Company to similar types of insurance policies as the affected Covered Insurance Policies in response to the relevant situation (“Exigent Circumstances”, and each of the items listed in (ii), (iii) and (iv), are referred to herein as an “Excluded Policy Change”)). (b) The Reinsurer will provide written notification to the Ceding Company as to at the Reinsurer’s acceptance or rejection of any change requiring its consent within fifteen (15) Business Days after receipt of notice of such change. If the Reinsurer accepts such changeexpense, the Reinsurer will share in the Quota Share of any increase or decrease in the liability of the Ceding Company on such Covered Insurance Policy. If the Reinsurer rejects any such change and determines that it would reasonably be expected to have a material adverse effect on the Reinsurer’s liability under this Agreement (i) the Reinsurer shall notify the Ceding Company of such determination and (ii) if the Ceding Company nevertheless elects to make such changeopportunity, the Ceding Company will work together in good faith with the Reinsurer to put the Reinsurer in substantially the same economic position as it would have been in if such change had not occurred. In the event that the Parties, acting in good faith, are unable to agree upon the existence or amount of such material adverse effect or how to put the Reinsurer in substantially the same economic position, such dispute shall be referred to an Independent Actuary to determine whether such a material adverse effect has occurred and, if so, an appropriate remedy. Both Parties will promptly supply the Independent Actuary with the necessary data to perform its analysis, subject to such actuary’s entry into a customary non-disclosure agreement. The Independent Actuary’s written decision as to the existence of a material adverse effect and the amount thereof and/or of how extent practicable, to put the Reinsurer in substantially the same economic position will be binding on the Parties. The fees and expenses of the Independent Actuary will be borne equally by the Ceding Company and the Reinsurer; provided, that if the Independent Actuary determines that there will not be a material adverse effect, the Reinsurer will pay or promptly reimburse the Ceding Company for all fees and expenses of the Independent Actuary. The Reinsurer shall be deemed to have consented object to such change if it fails to act in accordance with this Section 2.3(b) within fifteen under applicable administrative procedures (15) Business Days following receipt of written notice of such change. (c) Excluded Policy Changes shall be automatically binding on the Reinsurer. Within a reasonable period of time prior to effecting any Excluded Policy Change, the Ceding Company shall provide reasonably detailed notice to the Reinsurer describing the nature of such change both formal and the reasons for making such change. Within five (5) Business Days following the Reinsurer’s receipt of notice of any (i) change made due to Exigent Circumstances, or (ii) change required by Applicable Law, a Governmental Authority or any Existing Reinsurance Agreement pursuant to Section 2.3(a)(iiiinformal), the Reinsurer shall provide written notice to the Ceding Company of any disagreement that such change was an Excluded Policy Change. If the Reinsurer fails to provide such notice to the Ceding Company within such time period, the Reinsurer shall be deemed to have accepted such change. Should the Reinsurer provide timely notice of disagreement, during the five (5) Business Days immediately following the delivery of such notice, the Ceding Company and the Reinsurer will seek in good faith to resolve any disputes as to the proposed change. In the event the Parties cannot resolve such dispute within such period, either Party may elect Reinsurer seeks to refer object as provided in the dispute for arbitration pursuant to Section 10.3(b). In the event of any such proceedingprevious sentence, the arbitration panel Reinsurer shall only be authorized to determine whether the disputed change is an Excluded Policy Change. If the resolution of the dispute results in a determination that the change was not an Excluded Policy Change, the Parties will use the mechanism set forth in Section 2.3(b) to value the impact of the change. (d) Except as otherwise provided for in this Agreement, indemnify and hold the Ceding Company shall not voluntarily terminate, or waive harmless for any material provisions of, Loss so suffered by the Covered Insurance Policies, except (i) Ceding Company in the ordinary course of business, (ii) as required by Applicable Law or a Governmental Authority or (iii) accordance with the Reinsurer’s prior consent which consent shall not be unreasonably withheld, conditioned or delayed.Article X.