Common use of Special Termination Clause in Contracts

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will terminate a Subscribing Reinsurer's percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event any of the following circumstances occur (each of the following, a "Termination Event"): 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered the Subscribing Reinsurer to cease writing business; or 5. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision or administration (whether voluntary or involuntary), or proceedings have been instituted against the Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's prior written consent; or 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contract. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will terminate a Subscribing Reinsurer's percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event any of the following circumstances occur (each of the following, a "Termination Event"): 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered the Subscribing Reinsurer to cease writing business; or 5. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision or administration (whether voluntary or involuntary), or proceedings have been instituted against the Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's prior written consent; or 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ A.M. Best as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contract. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will terminate a Subscribing Reinsurer's percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event any of the following circumstances occur (each of the following, a "Termination Event"): 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered the Subscribing Reinsurer to cease writing business; or 5. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision or administration (whether voluntary or involuntary), or proceedings have been instituted against the Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's prior written consent; or 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. by A. M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ A.M. Best as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contract. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will The Company may terminate a Subscribing Reinsurer's ’s percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event of any of the following circumstances occur (each of the following, a "Termination Event"):circumstances: 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; orceases underwriting operations. 42. A State Insurance Department state insurance department or other legal authority has ordered orders the Subscribing Reinsurer to cease writing business; or, or the Subscribing Reinsurer is placed under regulatory supervision. 53. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration receivership (whether voluntary or involuntary), or proceedings there have been instituted against the Subscribing Reinsurer it proceedings for the appointment of a receiver, liquidator, rehabilitator, supervisorconservator, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or. 4. The Subscribing Reinsurer’s policyholders’ surplus (or the equivalent under the Subscribing Reinsurer’s accounting system) as reported in such financial statements of the Subscribing Reinsurer as designated by the Company, has been reduced by 20% of the amount thereof at any date during the prior 12-month period (including the period prior to the inception of this Contract). 5. The Subscribing Reinsurer has become, or has announced its intention to become, merged with or acquired or controlled by any company, corporation, or individual(s) not controlling the Subscribing Reinsurer’s operations at the inception of this Contract. 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle retroceded its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations entire liability under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entitiesCompany’s prior written consent, corporations or companies pursuant except for retrocessions to a division or plan of division under any statute or regulation pursuant to which assets and liabilities members of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or’s holding company group. 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with been assigned an unaffiliated entity or entities without the Company's prior written consent; orA.M. Best’s rating of less than “A-” and/or an S&P rating of less than “BBB+.” However, as respects Underwriting Members of Lloyd’s, London, a Lloyd’s Market Rating of less than “A-” by A.M. Best and/or less than “BBB+” by S&P shall apply. 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or. 9. The Subscribing Reinsurer has in any other way assigned its interests or delegated its obligations under this Contract to an unaffiliated entity. Notwithstanding the foregoing, agreement by a Lloyd’s syndicate to follow claim settlements procedures under Lloyd’s Claims Scheme (Combined) shall not constitute a transfer of its claims-paying authority, for purposes of subparagraphs (8) and (9) of this paragraph. 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with post or maintain required collateral to secure its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best obligations as of the effective date, or during the term of required under this Contract, and has not cured such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of deficiency within 30 days following written notice thereof from the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this ContractCompany. B. The Subscribing Reinsurer will provide shall have no liability for Reinstatement Premium arising from Loss Occurrences commencing after termination. The premium due the Subscribing Reinsurer hereunder (1including any minimum premium) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify prorated based on the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities period of the Subscribing Reinsurer’s participation hereon, and the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contractshall immediately return any excess premium received. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will terminate a Subscribing Reinsurer's percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event any of the following circumstances occur (each of the following, a "Termination Event"): 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered the Subscribing Reinsurer to cease writing business; or 5. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision or administration (whether voluntary or involuntary), or proceedings have been instituted against the Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's prior written consent; or 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contract. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will The Company may terminate a Subscribing Reinsurer's ’s percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event of any of the following circumstances occur (each of the following, a "Termination Event"):circumstances: 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; orceases underwriting operations. 42. A State Insurance Department state insurance department or other legal authority has ordered orders the Subscribing Reinsurer to cease writing business; or, or the Subscribing Reinsurer is placed under regulatory supervision. 53. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration receivership (whether voluntary or involuntary), or proceedings there have been instituted against the Subscribing Reinsurer it proceedings for the appointment of a receiver, liquidator, rehabilitator, supervisorconservator, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or. 4. The Subscribing Reinsurer’s policyholders’ surplus (or the equivalent under the Subscribing Reinsurer’s accounting system) as reported in such financial statements of the Subscribing Reinsurer as designated by the Company, has been reduced by 20% of the amount thereof at any date during the prior 12-month period (including the period prior to the inception of this Contract). 5. The Subscribing Reinsurer has merged with or has become acquired or controlled by any company, corporation, or individual(s) not controlling the Subscribing Reinsurer’s operations at the inception of this Contract. 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle retroceded its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations entire liability under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entitiesCompany’s prior written consent, corporations or companies pursuant except for retrocessions to a division or plan of division under any statute or regulation pursuant to which assets and liabilities members of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or’s holding company group. 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with been assigned an unaffiliated entity A.M. Best’s rating of less than “A-” and/or an S&P rating of less than “BBB+.” However, as respects Underwriting Members of Lloyd’s, London, a Lloyd’s Market Rating of less than “A-” by A.M. Best and/or less than “BBB+” by S&P shall apply. B. Termination shall be effected on a run-off or entities without cut-off basis at the Company's prior written consent; or 8option of the Company as outlined in the Term Article. The reinsurance premium due the Subscribing Reinsurer has ceased assuming new or renewal treaty hereunder (including any minimum reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives premium) shall be prorated based on the quantum period of claims paid; or 10. The the Subscribing Reinsurer’s participation hereon, and the Subscribing Reinsurer has failed to file annualshall immediately return any excess reinsurance premium received. Reinstatement premium, audited financial statementsif any, prepared by an independent certified public accountant, with its insurance commissioner shall be calculated based on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by Reinsurer’s reinsurance premium earned during the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as period of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence’s participation hereon. C. Notwithstanding Additionally, in the termination event of any of the circumstances listed in paragraph A. of this Contract for any reasonArticle, the provisions of Company shall have the option to commute the Subscribing Reinsurer’s liability for losses on Policies covered by this Contract shall continue to apply indefinitely to all obligations Contract. In the event the Company and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined cannot agree on the commutation amount, they shall appoint an actuary and/or appraiser to assess such amount and shall share equally any expense of the actuary and/or appraiser. If the Company and the Subscribing Reinsurer cannot agree on an actuary and/or appraiser, the Company and the Subscribing Reinsurer each shall nominate three individuals, of whom the other shall decline two, and the final appointment shall be made by drawing lots. Payment by the Subscribing Reinsurer of the amount of liability ascertained shall constitute a complete and final release of both parties in respect of liability arising from the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of Subscribing Reinsurer’s participation under this Contract. D. Any The Company’s option to require commutation under paragraph C. above shall survive the termination or expiration of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will terminate a Subscribing Reinsurer's percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event any of the following circumstances occur (each of the following, a "Termination Event"): 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered the Subscribing Reinsurer to cease writing business; or 5. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision or administration (whether voluntary or involuntary), or proceedings have been instituted against the Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's prior written consent; or 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ A.M. Best as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contract. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will terminate a Subscribing Reinsurer's percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event any of the following circumstances occur (each of the following, a "Termination Event"): 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered the Subscribing Reinsurer to cease writing business; or 5. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision or administration (whether voluntary or involuntary), or proceedings have been instituted against the Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division")basis; or 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's prior written consent; or 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual annual, audited financial statements, which annual annual, audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contract. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will The Company may terminate a Subscribing Reinsurer's ’s percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event of any of the following circumstances occur (each of the following, a "Termination Event"):circumstances: 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; orceases underwriting operations. 42. A State Insurance Department state insurance department or other legal authority has ordered orders the Subscribing Reinsurer to cease writing business; or, or the Subscribing Reinsurer is placed under regulatory supervision. 53. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration receivership (whether voluntary or involuntary), or proceedings there have been instituted against the Subscribing Reinsurer it proceedings for the appointment of a receiver, liquidator, rehabilitator, supervisorconservator, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or. 64. The Subscribing Reinsurer has become involved in a scheme of arrangement become, or similar proceeding (whether voluntary has announced its intention to become, merged with or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to acquired or controlled by any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person corporation, or entity without the consent of the Company and the Insured (an "Insurance Business Transfer"individual(s) or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes not controlling the Subscribing Reinsurer's obligations under ’s operations at the inception of this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); orContract. 75. The Subscribing Reinsurer has reinsured retroceded its entire liability under this Contract with an unaffiliated entity or entities without the Company's ’s prior written consent; or, except for retrocessions to members of the Subscribing Reinsurer’s holding company group. 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 96. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or. 107. The Subscribing Reinsurer has in any other way assigned its interests or delegated its obligations under this Contract to an unaffiliated entity. Effective: June 1, 2021 DOC: July 13, 2021 8. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with post or maintain required collateral to secure its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best obligations as of the effective date, or during the term of required under this Contract, and has not cured such Subscribing Reinsurer's Rating is downgraded below A- deficiency within 30 days following written notice thereof from the Company. Notwithstanding the foregoing, agreement by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect a Lloyd’s syndicate to follow claim settlements procedures under Lloyd’s Claims Scheme (Combined) shall not constitute a Subscribing Reinsurer that is assigned a Rating transfer of A- or above by Standard & Poor's as its claims-paying authority, for purposes of the effective date, or during the term subparagraphs (6) and (7) of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contractparagraph. B. The Subscribing Reinsurer will provide shall have no liability for Reinstatement Premium arising from Loss Occurrences commencing after termination. The premium due the Subscribing Reinsurer hereunder (1including any minimum premium) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify prorated based on the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities period of the Subscribing Reinsurer’s participation hereon, and the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contractshall immediately return any excess premium received. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will terminate a Subscribing Reinsurer's percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event any of the following circumstances occur (each of the following, a "Termination Event"): 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered the Subscribing Reinsurer to cease writing business; or 5. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision or administration (whether voluntary or involuntary), or proceedings have been instituted against the Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division")basis; or 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's prior written consent; or 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, annual audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ A.M. Best as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contract. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will terminate a Subscribing Reinsurer's percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event any of the following circumstances occur (each of the following, a "Termination Event"): 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered the Subscribing Reinsurer to cease writing business; or 5. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision or administration (whether voluntary or involuntary), or proceedings have been instituted against the Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division")basis; or 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's prior written consent; or 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. by A. M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ A.M. Best as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contract. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will terminate a Subscribing Reinsurer's percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event any of the following circumstances occur (each of the following, a "Termination Event"): 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered the Subscribing Reinsurer to cease writing business; or 5. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision or administration (whether voluntary or involuntary), or proceedings have been instituted against the Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's prior written consent; or 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. by A. M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contract. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will terminate a Subscribing Reinsurer's percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event any of the following circumstances occur (each of the following, a "Termination Event"): 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered the Subscribing Reinsurer to cease writing business; or 5. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision or administration (whether voluntary or involuntary), or proceedings have been instituted against the Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "“Scheme of Arrangement"”), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business a “Portfolio Transfer"”) or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory an “LLC Division"”); or 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's prior written consent; or 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ A.M. Best as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contract. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will terminate a Subscribing Reinsurer's percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event any of the following circumstances occur (each of the following, a "Termination Event"): 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered the Subscribing Reinsurer to cease writing business; or 5. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision or administration (whether voluntary or involuntary), or proceedings have been instituted against the Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division")basis; or 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's prior written consent; or 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ A.M. Best as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contract. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will The Company may terminate a Subscribing Reinsurer's percentage subscribing reinsurer’s share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in subscribing reinsurer upon the event happening of any one of the following circumstances occur (each of the following, a "Termination Event"):circumstances: 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered orders the Subscribing Reinsurer subscribing reinsurer to cease writing business; , or 52. The Subscribing Reinsurer subscribing reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration receivership (whether voluntary or involuntary), or proceedings have there has been instituted against the Subscribing Reinsurer it proceedings for the appointment of a receiver, liquidator, rehabilitator, supervisorconservator, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; , or 63. The Subscribing Reinsurer has become involved in a scheme For any period not exceeding 12 months which commences no earlier than 12 months prior to the inception of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme the subscribing reinsurer’s policyholders’ surplus, as reported in the financial statements of Arrangement")the subscribing reinsurer, invokes has been reduced by 20.0% or requests more, or 4. The subscribing reinsurer has become merged with, acquired or controlled by any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person corporation, or entity without individual(s) not controlling the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entitiessubscribing reinsurer’s operations previously, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or 75. The Subscribing Reinsurer subscribing reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's ’s prior written consent; , or 86. The Subscribing Reinsurer has ceased assuming new subscribing reinsurer receives an A. M. Best rating of lower than A-, or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer S&P financial strength rating ("Rating") of A- lower than A-, or 7. The subscribing reinsurer has ceased writing new and renewal reinsurance for the lines of business covered hereunder. B. In the event of such termination, the liability of the subscribing reinsurer shall be terminated, at the Company’s option, either in accordance with the cutoff provisions of paragraph B of the TERM ARTICLE or above by A.M. Best in accordance with the runoff provisions of paragraph C of the TERM ARTICLE, and such termination shall be effective as of the effective date, or during date the term subscribing reinsurer receives written notice of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect termination pursuant to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrenceparagraph A above. C. Notwithstanding In the termination event the Company terminates a subscribing reinsurer’s share in this Contract under the provisions of this Contract for any reasonArticle, the Company shall have the option to commute the excess liabilities of the subscribing reinsurer. If this commutation option is exercised, the provisions of the paragraphs B through G of the SUNSET AND COMMUTATION ARTICLE shall apply. D. In the event the Company terminates a subscribing reinsurer’s share in this Contract under the provision of this Article, the Company shall continue have the option to apply indefinitely require the subscribing reinsurer to all obligations fund its share of ceded unearned premium, outstanding loss and Loss Adjustment Expense reserves, reserves for losses and Loss Adjustment Expense incurred but not reported to the Company (IBNR as determined by the Company) and any other balances or financial obligations. Within 30 days of the Company’s written request to fund, the subscribing reinsurer shall provide to the Company a clean, unconditional, evergreen, irrevocable letter of credit or a trust agreement which establishes a trust account for the benefit of the Company. The method of funding must be acceptable to the Company, shall be established with a financial institution suitable to the Company, shall comply with any applicable state or federal laws or regulations involving the Company’s ability to recognize these agreements as assets or offsets to liabilities in such jurisdictions and shall be at the sole expense of the subscribing reinsurer. The Company and the subscribing reinsurer may mutually agree on alternative methods of funding or the use of a combination of methods. This option is available to the Company at any time there remains any outstanding liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and dischargedsubscribing reinsurer. Without limiting the generality of Notwithstanding the foregoing, notwithstanding the termination of Company shall not require funding in accordance with this subparagraph in the event the subscribing reinsurer has otherwise fully funded its obligations under this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior a manner acceptable to the date of termination of this ContractCompany. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will terminate a Subscribing Reinsurer's percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event any of the following circumstances occur (each of the following, a "Termination Event"): 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered the Subscribing Reinsurer to cease writing business; or 5. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision or administration (whether voluntary or involuntary), or proceedings have been instituted against the Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division")basis; or 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's prior written consent; or 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. by A. M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ A.M. Best as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contract. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will The Company may terminate a Subscribing Reinsurer's percentage subscribing reinsurer’s share in this Contract at any time by giving 90 days written notice effective upon receipt to the Subscribing Reinsurer in subscribing reinsurer upon the event happening of any one of the following circumstances occur (each of the following, a "Termination Event"):circumstances: 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered orders the Subscribing Reinsurer subscribing reinsurer to cease writing business; , or 52. The Subscribing Reinsurer subscribing reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration receivership (whether voluntary or involuntary), or proceedings have there has been instituted against the Subscribing Reinsurer it proceedings for the appointment of a receiver, liquidator, rehabilitator, supervisorconservator, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; , or 63. The Subscribing Reinsurer has become involved in a scheme For any period not exceeding 12 months which commences no earlier than 12 months prior to the inception of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme the subscribing reinsurer’s policyholders’ surplus, as reported in the financial statements of Arrangement")the subscribing reinsurer, invokes has been reduced by 20.0% or requests more, or 4. The subscribing reinsurer has become merged with, acquired or controlled by any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person corporation, or entity without individual(s) not controlling the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entitiessubscribing reinsurer’s operations previously, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or 75. The Subscribing Reinsurer subscribing reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's ’s prior written consent; , or 6. The subscribing reinsurer receives an A. M. Best rating of lower than A-, or an S&P financial strength rating of lower than A-, or 7. The subscribing reinsurer has ceased writing new and renewal reinsurance for the lines of business covered hereunder, or 8. The Subscribing Reinsurer has ceased assuming new Company’s outside auditors determine during the first two months of the Term of the Contract that the Contract does not provide sufficient risk transfer to constitute reinsurance in accordance with the Financial Accounting Standards Board Statements guidelines. B. A subscribing reinsurer may terminate their share of this Contract by giving 90 days written notice to the Company upon the happening of any one of the following circumstances: 1. A State Insurance Department or renewal treaty reinsurance other legal authority orders the Company to cease writing business; , or 92. The Subscribing Reinsurer Company has hired an unaffiliated runoff claims manager that is compensated on become insolvent or has been placed into liquidation or receivership (whether voluntary or involuntary), or there has been instituted against it proceedings for the appointment of a contingent basis receiver, liquidator, rehabilitator, conservator, or is otherwise provided with financial incentives based on the quantum trustee in bankruptcy, or other agent known by whatever name, to take possession of claims paid; its assets or control of its operations, or 103. The Subscribing Reinsurer Company has failed become merged with, acquired or controlled by any company, corporation, or individual(s) not controlling the subscribing reinsurer’s operations previously. C. In the event of termination in accordance with paragraph A or B, above, the following shall apply as respects reinsurance premium and reinsurance limits: 1. If terminated prior to file annualor at the expiration of Contract Year 1, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best reinsurance premium shall be prorated as of the effective date, or termination date for Contract Year 1. The Reinsurer’s limit of liability in respect of all losses occurring during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect Contract shall be equal to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's the limits available any one Contract Year under the COVERAGE ARTICLE being $10,000,000 prorated as of the effective termination date. 2. If terminated at any time during Contract Year 2 or Contract Year 3, or the reinsurance premium shall be the premium for any full Contract Year prior to the termination date plus the reinsurance premium for the Contract Year in which the termination occurs, prorated as of the termination date. The Reinsurer’s limit of liability in respect of all losses occurring during the Contract Year in which the termination occurs shall be equal to the limits available any one Contract Year under the COVERAGE ARTICLE being $10,000,000 prorated as of the termination date. The Reinsurer’s limit of liability in respect of all losses occurring during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect Contract shall be equal to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ the limits available during the term of this Contract under the COVERAGE ARTICLE being $20,000,000 prorated as of the effective datetermination date and subject to a minimum of $ 10,000,000. D. In the event the Company terminates a subscribing reinsurer’s share in this Contract under the provision of this Article, A.M. Best the Company has the option, but not obligation, to commute the subscribing reinsurer’s past liabilities for losses in accordance with the COMMUTATION ARTICLE. E. In the event the Company terminates a subscribing reinsurer’s share in this Contract under the provision of this Article, the Company shall have the option to require the subscribing reinsurer to fund its share of outstanding loss and Loss Adjustment Expense reserves, reserves for losses and Loss Adjustment Expense incurred but not reported to the Company (IBNR as determined by the Company) and any other balances or financial obligations. Within 30 days of the Company’s written request to fund, the subscribing reinsurer shall provide to the Company a clean, unconditional, evergreen, irrevocable letter of credit or a trust agreement which establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as trust account for the benefit of the effective dateCompany. The method of funding must be acceptable to the Company, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant established with a financial institution suitable to the Company, shall comply with any applicable state or federal laws or regulations involving the Company’s ability to recognize these agreements as assets or offsets to liabilities in such jurisdictions and will also notify shall be at the sole expense of the subscribing reinsurer. The Company and the subscribing reinsurer may mutually agree on alternative methods of funding or the use of a combination of methods. This option is available to the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for at any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and time there remains any outstanding liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and dischargedsubscribing reinsurer. Without limiting the generality of Notwithstanding the foregoing, notwithstanding the termination of Company shall not require funding in accordance with this subparagraph in the event the subscribing reinsurer has otherwise fully funded its obligations under this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior a manner acceptable to the date of termination of this ContractCompany. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will Either party may terminate a Subscribing Reinsurer's percentage share in this Contract at any time by giving written upon thirty (30) days notice effective upon receipt to the Subscribing Reinsurer in the event any of that the following circumstances occur (each of the following, a "Termination Event"): 1. Either the Subscribing Reinsurerother party's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.030% or more of the amount of surplus (or at March 31st, 2005. B. The Reassured may terminate the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), participation hereon at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus giving thirty (or the applicable equivalent30) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available days' prior written notice to the public as of Reinsurer in the effective date of this Contract; orevent that: 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s(1) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered the Subscribing subscribing Reinsurer to cease writing business; or 5. (2) The Subscribing subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration (whether voluntary or involuntary), receivership or proceedings have been instituted against the Subscribing subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent agents known by whatever name, to take possession of its assets or control of its operationsoperation; or 6. (3) The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or 7. The Subscribing subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the CompanyReassured's prior written consent. However, the Reinsurer shall be at liberty to effect catastrophe excess and/or aggregate stop loss excess reinsurance; or 8. (4) The Subscribing subscribing Reinsurer has ceased assuming new or and renewal treaty reinsurance business; or 9. (5) The Subscribing subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on experiences a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth downgrading in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer their financial strength rating ("Rating") of A- from Standard and Poor's Group below BBB or above by a downgrading in rating from A.M. Best as Company below A-. In the event of such termination, the liability of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's shall be terminated as of follows: Policies in force at the effective date, or during the term time and date of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities be covered hereunder until their individual expiration dates, including extensions, discovery periods or other such similar reporting endorsements or provisions attached thereto. The Reassured may however terminate the liability of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (claims made or losses occurring, as defined in original, after the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the effective time and date of termination of this ContractContract and, in such event, the unearned premium at the termination date applicable to in force policies, including extensions, discovery periods or other similar extended reporting endorsements or provisions attached thereto, shall be returned to the Reassured by the Reinsurers less any ceding commission previously allowed on unearned premium. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will The Company may terminate a Subscribing Reinsurer's ’s percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event of any of the following circumstances occur (each of the following, a "Termination Event"):circumstances: 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; orceases underwriting operations. 42. A State Insurance Department state insurance department or other legal authority has ordered orders the Subscribing Reinsurer to cease writing business; or, or the Subscribing Reinsurer is placed under regulatory supervision. 53. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration receivership (whether voluntary or involuntary), or proceedings there have been instituted against the Subscribing Reinsurer it proceedings for the appointment of a receiver, liquidator, rehabilitator, supervisorconservator, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or. 4. The Subscribing Reinsurer’s policyholders’ surplus (or the equivalent under the Subscribing Reinsurer’s accounting system) as reported in such financial statements of the Subscribing Reinsurer as designated by the Company, has been reduced by 20% of the amount thereof at any date during the prior 12-month period (including the period prior to the inception of this Contract). 5. The Subscribing Reinsurer has merged with or has become acquired or controlled by any company, corporation, or individual(s) not controlling the Subscribing Reinsurer’s operations at the inception of this Contract. 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle retroceded its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations entire liability under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entitiesCompany’s prior written consent, corporations or companies pursuant except for retrocessions to a division or plan of division under any statute or regulation pursuant to which assets and liabilities members of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or’s holding company group. 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with been assigned an unaffiliated entity A.M. Best’s rating of less than “A-” and/or an S&P rating of less than “BBB+.” However, as respects Underwriting Members of Lloyd’s, London, a Lloyd’s Market Rating of less than “A-” by A.M. Best and/or less than “BBB+” by S&P shall apply. B. Termination shall be effected on a run-off or entities without cut-off basis at the sole discretion of the Company's prior written consent; or 8. The reinsurance premium due the Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives hereunder shall be prorated based on the quantum period of claims paid; or 10. The the Subscribing Reinsurer’s participation hereon, and the Subscribing Reinsurer has failed to file annualshall immediately return any excess reinsurance premium received. Reinstatement premium, audited financial statementsif any, prepared by an independent certified public accountant, with its insurance commissioner shall be calculated based on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by Reinsurer’s reinsurance premium earned during the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as period of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence’s participation hereon. C. Notwithstanding Additionally, in the termination event of any of the circumstances listed in paragraph A of this Contract for any reasonArticle, the provisions of Company shall have the option to commute the Subscribing Reinsurer’s liability for losses on Policies covered by this Contract shall continue to apply indefinitely to all obligations Contract. In the event the Company and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined cannot agree on the commutation amount, they shall appoint an actuary and/or appraiser to assess such amount and shall share equally any expense of the actuary and/or appraiser. If the Company and the Subscribing Reinsurer cannot agree on an actuary and/or appraiser, the Company and the Subscribing Reinsurer each shall nominate three individuals, of whom the other shall decline two, and the final appointment shall be made by drawing lots. Payment by the Subscribing Reinsurer of the amount of liability ascertained shall constitute a complete and final release of both parties in respect of liability arising from the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of Subscribing Reinsurer’s participation under this Contract. D. Any The Company’s option to require commutation under paragraph C above shall survive the termination or expiration of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will The Company may terminate a Subscribing Reinsurer's percentage subscribing reinsurer’s share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in subscribing reinsurer upon the event happening of any one of the following circumstances occur (each of the following, a "Termination Event"):circumstances: 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered orders the Subscribing Reinsurer subscribing reinsurer to cease writing business; , or 52. The Subscribing Reinsurer subscribing reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration receivership (whether voluntary or involuntary), or proceedings have there has been instituted against the Subscribing Reinsurer it proceedings for the appointment of a receiver, liquidator, rehabilitator, supervisorconservator, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; , or 63. The Subscribing Reinsurer has become involved in a scheme For any period not exceeding 12 months which commences no earlier than 12 months prior to the inception of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme the subscribing reinsurer’s policyholders’ surplus, as reported in the financial statements of Arrangement")the subscribing reinsurer, invokes has been reduced by 20.0% or requests more, or Casualty Catastrophe XOL Contract 2 4. The subscribing reinsurer has become merged with, acquired or controlled by any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person corporation, or entity without individual(s) not controlling the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entitiessubscribing reinsurer’s operations previously, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or 75. The Subscribing Reinsurer subscribing reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's ’s prior written consent; , or 86. The Subscribing Reinsurer has ceased assuming new subscribing reinsurer receives an A. M. Best rating of lower than A-, or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer S&P financial strength rating ("Rating") of A- lower than A-, or 7. The subscribing reinsurer has ceased writing new and renewal reinsurance for the lines of business covered hereunder. B. In the event of such termination, the liability of the subscribing reinsurer shall be terminated, at the Company’s option, either in accordance with the cutoff provisions of paragraph B of the TERM ARTICLE or above by A.M. Best in accordance with the runoff provisions of paragraph C of the TERM ARTICLE, and such termination shall be effective as of the effective date, or during date the term subscribing reinsurer receives written notice of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect termination pursuant to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrenceparagraph A above. C. Notwithstanding In the termination event the Company terminates a subscribing reinsurer’s share in this Contract under the provisions of this Contract for any reasonArticle, the Company shall have the option to commute the excess liabilities of the subscribing reinsurer. If this commutation option is exercised, the provisions of the paragraphs B through G of the SUNSET AND COMMUTATION ARTICLE shall apply. D. In the event the Company terminates a subscribing reinsurer’s share in this Contract under the provision of this Article, the Company shall continue have the option to apply indefinitely require the subscribing reinsurer to all obligations fund its share of ceded unearned premium, outstanding loss and Loss Adjustment Expense reserves, reserves for losses and Loss Adjustment Expense incurred but not reported to the Company (IBNR as determined by the Company) and any other balances or financial obligations. Within 30 days of the Company’s written request to fund, the subscribing reinsurer shall provide to the Company a clean, unconditional, evergreen, irrevocable letter of credit or a trust agreement which establishes a trust account for the benefit of the Company. The method of funding must be acceptable to the Company, shall be established with a financial institution suitable to the Company, shall comply with any applicable state or federal laws or regulations involving the Company’s ability to recognize these agreements as assets or offsets to liabilities in such jurisdictions and shall be at the sole expense of the subscribing reinsurer. The Company and the subscribing reinsurer may mutually agree on alternative methods of funding or the use of a combination of methods. This option is available to the Company at any time there remains any outstanding liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and dischargedsubscribing reinsurer. Without limiting the generality of Notwithstanding the foregoing, notwithstanding the termination of Company shall not require funding in accordance with this subparagraph in the event the subscribing reinsurer has otherwise fully funded its obligations under this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior a manner acceptable to the date of termination of this Contract. D. Any termination of this Company. Casualty Catastrophe XOL Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.3

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will terminate a Subscribing Reinsurer's percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event any of the following circumstances occur (each of the following, a "Termination Event"): 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered the Subscribing Reinsurer to cease writing business; or 5. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision or administration (whether voluntary or involuntary), or proceedings have been instituted against the Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's prior written consent; or 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, annual audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ A.M. Best as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contract. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will terminate a Subscribing Reinsurer's percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event any of the following circumstances occur (each of the following, a "Termination Event"): 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered the Subscribing Reinsurer to cease writing business; or 5. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision or administration (whether voluntary or involuntary), or proceedings have been instituted against the Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division")basis; or 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's prior written consent; or 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, annual audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ A.M. Best as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contract. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will The Company may terminate a Subscribing Reinsurer's ’s percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event of any of the following circumstances occur (each of the following, a "Termination Event"):circumstances: 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; orceases underwriting operations. 42. A State Insurance Department state insurance department or other legal authority has ordered orders the Subscribing Reinsurer to cease writing business; or, or the Subscribing Reinsurer is placed under regulatory supervision. 53. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration receivership (whether voluntary or involuntary), or proceedings there have been instituted against the Subscribing Reinsurer it proceedings for the appointment of a receiver, liquidator, rehabilitator, supervisorconservator, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or. 4. The Subscribing Reinsurer’s policyholders’ surplus (or the equivalent under the Subscribing Reinsurer’s accounting system) as reported in such financial statements of the Subscribing Reinsurer as designated by the Company, has been reduced by 20% of the amount thereof at any date during the prior 12-month period (including the period prior to the inception of this Contract). 5. The Subscribing Reinsurer has merged with or has become acquired or controlled by any company, corporation, or individual(s) not controlling the Subscribing Reinsurer’s operations at the inception of this Contract. 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle retroceded its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations entire liability under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entitiesCompany’s prior written consent, corporations or companies pursuant except for retrocessions to a division or plan of division under any statute or regulation pursuant to which assets and liabilities members of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or’s holding company group. 7. The Subscribing Reinsurer has reinsured its entire been assigned an A.M. Best’s rating of less than “A-” and/or an S&P rating of less than “BBB+.” However, as respects Underwriting Members of Lloyd’s, London, a Lloyd’s Market Rating of less than “A-” by A.M. Best and/or less than “BBB+” by S&P shall apply. B. Termination shall be effected on a cut-off basis and the Subscribing Reinsurer shall have no liability under this Contract with an unaffiliated entity or entities without for losses occurring after the Company's prior written consent; or 8date of termination. The reinsurance premium due the Subscribing Reinsurer has ceased assuming new or renewal treaty hereunder (including any minimum reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives premium) shall be prorated based on the quantum period of claims paid; or 10. The the Subscribing Reinsurer’s participation hereon, and the Subscribing Reinsurer has failed to file annualshall immediately return any excess reinsurance premium received. Reinstatement premium, audited financial statementsif any, prepared by an independent certified public accountant, with its insurance commissioner shall be calculated based on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by Reinsurer’s reinsurance premium earned during the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as period of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence’s participation hereon. C. Notwithstanding Additionally, in the termination event of any of the circumstances listed in paragraph A of this Contract for any reasonArticle, the provisions of Company shall have the option to commute the Subscribing Reinsurer’s liability for losses on Policies covered by this Contract shall continue to apply indefinitely to all obligations Contract. In the event the Company and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined cannot agree on the commutation amount, they shall appoint an actuary and/or appraiser to assess such amount and shall share equally any expense of the actuary and/or appraiser. If the Company and the Subscribing Reinsurer cannot agree on an actuary and/or appraiser, the Company and the Subscribing Reinsurer each shall nominate three individuals, of whom the other shall decline two, and the final appointment shall be made by drawing lots. Payment by the Subscribing Reinsurer of the amount of liability ascertained shall constitute a complete and final release of both parties in respect of liability arising from the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of Subscribing Reinsurer’s participation under this Contract. D. Any The Company’s option to require commutation under paragraph C above shall survive the termination or expiration of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will The Company may terminate a Subscribing Reinsurer's ’s percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event of any of the following circumstances occur (each of the following, a "Termination Event"):circumstances: 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; orceases underwriting operations. 42. A State Insurance Department state insurance department or other legal authority has ordered orders the Subscribing Reinsurer to cease writing business; or, or the Subscribing Reinsurer is placed under regulatory supervision. 53. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration receivership (whether voluntary or involuntary), or proceedings there have been instituted against the Subscribing Reinsurer it proceedings for the appointment of a receiver, liquidator, rehabilitator, supervisorconservator, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or. 4. The Subscribing Reinsurer’s policyholders’ surplus (or the equivalent under the Subscribing Reinsurer’s accounting system) as reported in such financial statements of the Subscribing Reinsurer as designated by the Company, has been reduced by 20% of the amount thereof at any date during the prior 12-month period (including the period prior to the inception of this Contract). 5. The Subscribing Reinsurer has merged with or has become acquired or controlled by any company, corporation, or individual(s) not controlling the Subscribing Reinsurer’s operations at the inception of this Contract. 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle retroceded its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations entire liability under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entitiesCompany’s prior written consent, corporations or companies pursuant except for retrocessions to a division or plan of division under any statute or regulation pursuant to which assets and liabilities members of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or’s holding company group. 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with been assigned an unaffiliated entity or entities without the Company's prior written consent; orA.M. Best’s rating of less than “A-” and/or an S&P rating of less than “BBB+.” However, as respects Underwriting Members of Lloyd’s, London, a Lloyd’s Market Rating of less than “A-” by A.M. Best and/or less than “BBB+” by S&P shall apply. 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated B. Termination shall be effected on a contingent cut-off basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements as set forth in the Trust Account Creation Term Article, at the sole discretion of the Company. The reinsurance premium due the Subscribing Reinsurer hereunder shall be pro rated based on the period of the Subscribing Reinsurer’s participation hereon, and Funding Provisions the Subscribing Reinsurer shall promptly return any unearned reinsurance premium received. C. Additionally, in the event of any of the circumstances listed in paragraph A of this Article; or, the Company shall have the option to commute the Subscribing Reinsurer’s liability for losses on Policies covered by this Contract. In the event the Company and the Subscribing Reinsurer cannot agree on the commutation amount, they shall appoint an actuary and/or appraiser to assess such amount and shall share equally any expense of the actuary and/or appraiser. If the Company and the Subscribing Reinsurer cannot agree on an actuary and/or appraiser, the Company and the Subscribing Reinsurer each shall nominate three individuals, of whom the other shall decline two, and the final appointment shall be made by drawing lots. Payment by the Subscribing Reinsurer of the amount of liability ascertained shall constitute a complete and final release of both parties in respect of liability arising from the Subscribing Reinsurer’s participation under this Contract. 12. With respect D. The provisions of paragraph C of this Article shall not apply to a Subscribing Reinsurer that is assigned has an insurer financial strength rating ("Rating") of A- or above by A.M. Best as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; ’s rating of A+ or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of higher at the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination inception of this Contract. D. Any E. The Company’s option to require commutation under paragraph C above shall survive the termination or expiration of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will terminate a Subscribing Reinsurer's percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event any of the following circumstances occur (each of the following, a "Termination Event"): 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered the Subscribing Reinsurer to cease writing business; or 5. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision or administration (whether voluntary or involuntary), or proceedings have been instituted against the Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's prior written consent; or 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contract. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will The Company may terminate a Subscribing Reinsurer's ’s percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event of any of the following circumstances occur (each of the following, a "Termination Event"):circumstances: 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; orceases underwriting operations. 42. A State Insurance Department state insurance department or other legal authority has ordered orders the Subscribing Reinsurer to cease writing business; or, or the Subscribing Reinsurer is placed under regulatory supervision. 53. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration receivership (whether voluntary or involuntary), or proceedings there have been instituted against the Subscribing Reinsurer it proceedings for the appointment of a receiver, liquidator, rehabilitator, supervisorconservator, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or. 4. The Subscribing Reinsurer’s policyholders’ surplus (or the equivalent under the Subscribing Reinsurer’s accounting system) as reported in such financial statements of the Subscribing Reinsurer as designated by the Company, has been reduced by 20% of the amount thereof at any date during the prior 12-month period (including the period prior to the inception of this Contract). 5. The Subscribing Reinsurer has become, or has announced its intention to become, merged with or acquired or controlled by any company, corporation, or individual(s) not controlling the Subscribing Reinsurer’s operations at the inception of this Contract. 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle retroceded its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations entire liability under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entitiesCompany’s prior written consent, corporations or companies pursuant except for retrocessions to a division or plan of division under any statute or regulation pursuant to which assets and liabilities members of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or’s holding company group. 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with been assigned an unaffiliated entity or entities without the Company's prior written consent; orA.M. Best’s rating of less than “A-” and/or an S&P rating of less than “BBB+.” However, as respects Underwriting Effective: June 1, ▇▇▇▇ ▇▇▇: July 8, 2021 Members of Lloyd’s, London, a Lloyd’s Market Rating of less than “A-” by A.M. Best and/or less than “BBB+” by S&P shall apply. 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or. 9. The Subscribing Reinsurer has in any other way assigned its interests or delegated its obligations under this Contract to an unaffiliated entity. 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with post or maintain required collateral to secure its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best obligations as of the effective date, or during the term of required under this Contract, and has not cured such Subscribing Reinsurer's Rating is downgraded below A- deficiency within 30 days following written notice thereof from the Company. Notwithstanding the foregoing, agreement by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect a Lloyd’s syndicate to follow claim settlements procedures under Lloyd’s Claims Scheme (Combined) shall not constitute a Subscribing Reinsurer that is assigned a Rating transfer of A- or above by Standard & Poor's as its claims-paying authority, for purposes of the effective date, or during the term subparagraphs (8) and (9) of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contractparagraph. B. The Subscribing Reinsurer will provide shall have no liability for Reinstatement Premium arising from Loss Occurrences commencing after termination. The premium due the Subscribing Reinsurer hereunder (1including any minimum premium) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify prorated based on the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities period of the Subscribing Reinsurer’s participation hereon, and the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contractshall immediately return any excess premium received. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will terminate a Subscribing Reinsurer's percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event any of the following circumstances occur (each of the following, a "Termination Event"): 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered the Subscribing Reinsurer to cease writing business; or 5. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision or administration (whether voluntary or involuntary), or proceedings have been instituted against the Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's prior written consent; or 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, annual audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. by A. M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ A.M. Best as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contract. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will The Company may terminate a Subscribing Reinsurer's percentage subscribing reinsurer’s share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in subscribing reinsurer upon the event happening of any one of the following circumstances occur (each of the following, a "Termination Event"):circumstances: 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered orders the Subscribing Reinsurer subscribing reinsurer to cease writing business; , or 52. The Subscribing Reinsurer subscribing reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration receivership (whether voluntary or involuntary), or proceedings have there has been instituted against the Subscribing Reinsurer it proceedings for the appointment of a receiver, liquidator, rehabilitator, supervisorconservator, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; , or 63. The Subscribing Reinsurer has become involved in a scheme For any period not exceeding 12 months which commences no earlier than 12 months prior to the inception of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme the subscribing reinsurer’s policyholders’ surplus, as reported in the financial statements of Arrangement")the subscribing reinsurer, invokes has been reduced by 20.0% or requests more, or 4. The subscribing reinsurer has become merged with, acquired or controlled by any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person corporation, or entity without individual(s) not controlling the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entitiessubscribing reinsurer’s operations previously, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or 75. The Subscribing Reinsurer subscribing reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's ’s prior written consent; , or 86. The Subscribing Reinsurer has ceased assuming new subscribing reinsurer receives an A. M. Best rating of lower than A-, or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer S&P financial strength rating ("Rating") of A- lower than A-, or above by A.M. Best Casualty Catastrophe XOL Contract 2 7. The subscribing reinsurer has ceased writing new and renewal reinsurance for the lines of business covered hereunder. B. In the event of such termination, the liability of the subscribing reinsurer shall be terminated, at the Company’s option, either in accordance with the cutoff provisions of paragraph B of the TERM ARTICLE or in accordance with the runoff provisions of paragraph C of the TERM ARTICLE, and such termination shall be effective as of the effective date, or during date the term subscribing reinsurer receives written notice of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect termination pursuant to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrenceparagraph A above. C. Notwithstanding In the termination event the Company terminates a subscribing reinsurer’s share in this Contract under the provisions of this Contract for any reasonArticle, the Company shall have the option to commute the excess liabilities of the subscribing reinsurer. If this commutation option is exercised, the provisions of the paragraphs B through G of the SUNSET AND COMMUTATION ARTICLE shall apply. D. In the event the Company terminates a subscribing reinsurer’s share in this Contract under the provision of this Article, the Company shall continue have the option to apply indefinitely require the subscribing reinsurer to all obligations fund its share of ceded unearned premium, outstanding loss and Loss Adjustment Expense reserves, reserves for losses and Loss Adjustment Expense incurred but not reported to the Company (IBNR as determined by the Company) and any other balances or financial obligations. Within 30 days of the Company’s written request to fund, the subscribing reinsurer shall provide to the Company a clean, unconditional, evergreen, irrevocable letter of credit or a trust agreement which establishes a trust account for the benefit of the Company. The method of funding must be acceptable to the Company, shall be established with a financial institution suitable to the Company, shall comply with any applicable state or federal laws or regulations involving the Company’s ability to recognize these agreements as assets or offsets to liabilities in such jurisdictions and shall be at the sole expense of the subscribing reinsurer. The Company and the subscribing reinsurer may mutually agree on alternative methods of funding or the use of a combination of methods. This option is available to the Company at any time there remains any outstanding liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and dischargedsubscribing reinsurer. Without limiting the generality of Notwithstanding the foregoing, notwithstanding the termination of Company shall not require funding in accordance with this subparagraph in the event the subscribing reinsurer has otherwise fully funded its obligations under this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior a manner acceptable to the date of termination of this ContractCompany. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will Either party may terminate a Subscribing Reinsurer's percentage share in this Contract at any time by giving written upon 30 days notice effective upon receipt to the Subscribing Reinsurer in the event any of that the following circumstances occur (each of the following, a "Termination Event"): 1. Either the Subscribing Reinsurerother party's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.030% or more of the amount of surplus (or at September 30th, 2003. B. The Reinsured may terminate the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), participation hereon at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available giving 30 days' prior written notice to the public as of Reinsurer in the effective date of this Contract; orevent that: 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s(1) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered the Subscribing subscribing Reinsurer to cease writing business; or 5. (2) The Subscribing subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration (whether voluntary or involuntary), receivership or proceedings have been instituted against the Subscribing subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent agents known by whatever name, to take possession of its assets or control of its operationsoperation; or 6. (3) The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or 7. The Subscribing subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the CompanyReinsured's prior written consent. However, the Reinsurer shall be at liberty to effect catastrophe excess and/or aggregate stop loss excess reinsurance; or 8. (4) The Subscribing subscribing Reinsurer has ceased assuming new or and renewal treaty reinsurance business; or 9. (5) The Subscribing subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on experiences a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth downgrading in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer their financial strength rating ("Rating") of A- from Standard and Poor's Group below BBB or above by a downgrading in rating from A.M. Best as Company below A-. In the event of such termination, the liability of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's shall be terminated as of follows: Policies in force at the effective date, or during the term time and date of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of be covered hereunder until their individual expiration dates, including extensions, discovery periods or other such similar reporting endorsements or provisions attached thereto. For rating purposes, the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting applicable Subject Gross Net Written Premium Income shall be calculated on policies issued or renewed from the generality of the foregoing, notwithstanding the termination inception date of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the effective time and date of termination of this Contract. D. Any . The Reassured may however terminate the liability of the Reinsurer for claims made or losses occurring, as original, after the effective time and date of termination of this Contract pursuant and, in such event, the unearned premium at the termination date applicable to in force policies, including extensions, discovery periods or other similar extended reporting endorsements or provisions attached thereto, shall be deducted from the Subject Gross Net Written Premium Income for the purpose of the premium rating hereunder. The Reassured shall have the right at the time of termination of this Article Contract or otherwise at any time following the termination of the Reinsurer, provided the rate at that time is in addition strictly below the Maximum hereon, to commute losses at their discretionary reserves, which for clarification purposes may be zero. The Reassured will then give Reinsurers a full and not in lieu final release of any other rights, remedies or causes of action which the Company or the Insured may have all future liabilities under this Contract. It is understood and agreed that unearned premium at the termination date applicable to in force policies, under any including extensions, discovery periods or other agreement similar extended reporting endorsements or pursuant to applicable lawprovisions attached thereto, shall be deducted from the Subject Gross Net Written Premium Income for the purpose of the premium rating hereunder.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will The Company may terminate a Subscribing Reinsurer's ’s percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event of any of the following circumstances occur (each of the following, a "Termination Event"):circumstances: 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; orceases underwriting operations. 42. A State Insurance Department state insurance department or other legal authority has ordered orders the Subscribing Reinsurer to cease writing business; or, or the Subscribing Reinsurer is placed under regulatory supervision. 53. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration receivership (whether voluntary or involuntary), or proceedings there have been instituted against the Subscribing Reinsurer it proceedings for the appointment of a receiver, liquidator, rehabilitator, supervisorconservator, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or. 4. The Subscribing Reinsurer’s policyholders’ surplus (or the equivalent under the Subscribing Reinsurer’s accounting system) as reported in such financial statements of the Subscribing Reinsurer as designated by the Company, has been reduced by 20% of the amount thereof at any date during the prior 12-month period (including the period prior to the inception of this Contract). 5. The Subscribing Reinsurer has merged with or has become acquired or controlled by any company, corporation, or individual(s) not controlling the Subscribing Reinsurer’s operations at the inception of this Contract. 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle retroceded its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations entire liability under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entitiesCompany’s prior written consent, corporations or companies pursuant except for retrocessions to a division or plan of division under any statute or regulation pursuant to which assets and liabilities members of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or’s holding company group. 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with been assigned an unaffiliated entity or entities without the Company's prior written consent; orA.M. Best’s rating of less than “A-” and/or an S&P rating of less than “BBB+.” However, as respects Underwriting Members of Lloyd’s, London, a Lloyd’s Market Rating of less than “A-” by A.M. Best and/or less than “BBB+” by S&P shall apply. 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or. 9. The Subscribing Reinsurer has in any other way assigned its interests or delegated its obligations under this Contract to an unaffiliated entity. Effective: June 1, 2019 U8GR0002 5 of 25 DOC: June 7, 2019 Notwithstanding the foregoing, agreement by a Lloyd’s syndicate to follow claim settlements procedures under Lloyd’s Claims Scheme (Combined) shall not constitute a transfer of its claims-paying authority, for purposes of subparagraphs (8) and (9) of this paragraph. 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with post or maintain required collateral to secure its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best obligations as of the effective date, or during the term of required under this Contract, and has not cured such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of deficiency within 30 days following written notice thereof from the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this ContractCompany. B. The Subscribing Reinsurer will provide shall have no liability for Reinstatement Premium arising from Loss Occurrences commencing after termination. The premium due the Subscribing Reinsurer hereunder (1including any minimum premium) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify prorated based on the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities period of the Subscribing Reinsurer’s participation hereon, and the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contractshall immediately return any excess premium received. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the The Company, at the request of the Insured, in the Insured's its sole discretion, will may terminate a Subscribing any Reinsurer's percentage share in this Contract participation hereon at any time on a run-off or cut-off basis by giving 30 days prior written notice effective to said Reinsurer upon receipt to the Subscribing Reinsurer in the event happening of any one of the following circumstances occur (each of the following, a "Termination Event"):circumstances: 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (Reinsurer or its equivalent under the Subscribing Reinsurerparent company have been assigned a Standard & Poor's Insurer Financial Strength Rating or the Subscribing Reinsureran A.M. Best's group Financial Strength Rating of less than A- or holding company's accounting system), on the effective date a M▇▇▇▇'▇ rating of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that dateless than Baa3; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities The Reinsurer ceases assuming new and available to the public as of the effective date of this Contractrenewal accident and health treaty reinsurance; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department state insurance department or other legal authority has ordered orders the Subscribing Reinsurer to cease writing business; or 54. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration receivership (whether voluntary or involuntary), or proceedings have there has been instituted against the Subscribing Reinsurer it proceedings for the appointment of a receiver, liquidator, rehabilitator, supervisorconservator, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or 5. The Reinsurer's surplus has been reduced by 20% or more of the amount of surplus at the inception of this Contract, or the Reinsurer has lost any part of or has reduced its paid-up capital (this subparagraph 5 will not apply to Underwriting Members of Lloyd's, London); or 6. The Subscribing Reinsurer has merged with or has become involved in a scheme of arrangement acquired or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to controlled by any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person corporation, or entity without individual(s) not controlling the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division")operations previously; or 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's prior written consent; or 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance businessAny uncured material breach of the Confidentiality and Privacy Article; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annualfailed, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as of from the effective date, or during the term date of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best to provide the Company, or its appointed agent, with a valid W-8BEN-E, W-9 or such Subscribing Reinsurer no longer maintains Ratings other documentation approved for use by the U.S. Internal Revenue Service in connection with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poorthe Company's as withholding, reporting and other obligations, if any, under the Foreign Account Tax Compliance Act (Sections 1471-1474 of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇U.S. Internal Revenue Code).▇. B. If said R▇▇▇▇ as ▇▇▇▇▇'s participation is terminated pursuant to subparagraphs A.1. through A.9. above, then the Company, at its sole discretion, may elect to commute the Reinsurer's liability for losses, including loss expense, whether known or unknown, on policies covered under this Contract. In the event the Company and the Reinsurer cannot agree upon the capitalized value of the effective dateReinsurer's liability on such policies, A.M. Best establishes a Rating below A- during this Contract; or With respect the two parties will submit the matter for resolution pursuant to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this ContractArbitration Article. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will The Company may terminate a Subscribing Reinsurer's percentage subscribing reinsurer’s share in this Contract at any time by giving 90 days written notice effective upon receipt to the Subscribing Reinsurer in subscribing reinsurer upon the event happening of any one of the following circumstances occur (each of the following, a "Termination Event"):circumstances: 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered orders the Subscribing Reinsurer subscribing reinsurer to cease writing business; , or 52. The Subscribing Reinsurer subscribing reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration receivership (whether voluntary or involuntary), or proceedings have there has been instituted against the Subscribing Reinsurer it proceedings for the appointment of a receiver, liquidator, rehabilitator, supervisorconservator, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; , or 63. The Subscribing Reinsurer has become involved in a scheme For any period not exceeding 12 months which commences no earlier than 12 months prior to the inception of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme the subscribing reinsurer’s policyholders’ surplus, as reported in the financial statements of Arrangement")the subscribing reinsurer, invokes has been reduced by 20.0% or requests more, or 4. The subscribing reinsurer has become merged with, acquired or controlled by any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person corporation, or entity without individual(s) not controlling the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entitiessubscribing reinsurer’s operations previously, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or 75. The Subscribing Reinsurer subscribing reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's ’s prior written consent; , or 6. The subscribing reinsurer receives an A. M. Best rating of lower than A-, or an S&P financial strength rating of lower than A-, or 7. The subscribing reinsurer has ceased writing new and renewal reinsurance for the lines of business covered hereunder, or 8. The Subscribing Reinsurer has ceased assuming new Company’s outside auditors determine during the first two months of the Term of the Contract that the Contract does not provide sufficient risk transfer to constitute reinsurance in accordance with the Financial Accounting Standards Board Statements guidelines. B. A subscribing reinsurer may terminate their share of this Contract by giving 90 days written notice to the Company upon the happening of any one of the following circumstances: 1. A State Insurance Department or renewal treaty reinsurance other legal authority orders the Company to cease writing business; , or 92. The Subscribing Reinsurer Company has hired an unaffiliated runoff claims manager that is compensated on become insolvent or has been placed into liquidation or receivership (whether voluntary or involuntary), or there has been instituted against it proceedings for the appointment of a contingent basis receiver, liquidator, rehabilitator, conservator, or is otherwise provided with financial incentives based on the quantum trustee in bankruptcy, or other agent known by whatever name, to take possession of claims paid; its assets or control of its operations, or 103. The Subscribing Reinsurer Company has failed to file annualbecome merged with, audited financial statementsacquired or controlled by any company, prepared by an independent certified public accountantcorporation, or individual(s) not controlling the subscribing reinsurer’s operations previously. In the event of termination in accordance with its insurance commissioner on paragraph A or before June 30 B, above, the liability of the subscribing reinsurer shall be terminated in accordance with the expiration or termination provisions of the TERM ARTICLE except that the prior written notice given the subscribing reinsurer in paragraph A or B, above, will apply as regards notice of termination. C. In the event of Special Termination, the earned premium and the limit of liability for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best Year will be prorated as of the effective termination date, or during . The Company has the term option to commute past liabilities for losses in accordance with the COMMUTATION ARTICLE. D. In the event the Company terminates a subscribing reinsurer’s share in this Contract under the provision of this ContractArticle, such Subscribing Reinsurer's Rating is downgraded below A- the Company shall have the option to require the subscribing reinsurer to fund its share of outstanding loss and Loss Adjustment Expense reserves, reserves for losses and Loss Adjustment Expense incurred but not reported to the Company (IBNR as determined by A.M. Best the Company) and any other balances or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as financial obligations. Within 30 days of the effective dateCompany’s written request to fund, the subscribing reinsurer shall provide to the Company a clean, unconditional, evergreen, irrevocable letter of credit or during a trust agreement which establishes a trust account for the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as benefit of the effective dateCompany. The method of funding must be acceptable to the Company, A.M. Best establishes shall be established with a Rating below A- during this Contract; financial institution suitable to the Company, shall comply with any applicable state or With respect federal laws or regulations involving the Company’s ability to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's recognize these agreements as assets or offsets to liabilities in such jurisdictions and shall be at the sole expense of the effective date, Standard & Poor's establishes subscribing reinsurer. The Company and the subscribing reinsurer may mutually agree on alternative methods of funding or the use of a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify combination of methods. This option is available to the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for at any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and time there remains any outstanding liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and dischargedsubscribing reinsurer. Without limiting the generality of Notwithstanding the foregoing, notwithstanding the termination of Company shall not require funding in accordance with this subparagraph in the event the subscribing reinsurer has otherwise fully funded its obligations under this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior a manner acceptable to the date of termination of this ContractCompany. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will Either party may terminate a Subscribing Reinsurer's percentage share in this Contract at any time by giving written upon 30 days notice effective upon receipt to the Subscribing Reinsurer in the event any of that the following circumstances occur (each of the following, a "Termination Event"): 1. Either the Subscribing Reinsurerother party's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.030% or more of the amount of surplus (or at March 31st, 2006. B. The Reassured may terminate the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), participation hereon at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available giving 30 days' prior written notice to the public as of Reinsurer in the effective date of this Contract; orevent that: 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s(1) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered the Subscribing subscribing Reinsurer to cease writing business; or 5. (2) The Subscribing subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration (whether voluntary or involuntary), receivership or proceedings have been instituted against the Subscribing subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent agents known by whatever name, to take possession of its assets or control of its operationsoperation; or 6. (3) The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or 7. The Subscribing subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the CompanyReassured's prior written consent. However, the Reinsurer shall be at liberty to effect catastrophe excess and/or aggregate stop loss excess reinsurance; or 8. (4) The Subscribing subscribing Reinsurer has ceased assuming new or and renewal treaty reinsurance business; or 9. (5) The Subscribing subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on experiences a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth downgrading in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer their financial strength rating ("Rating") of A- from Standard and Poor's Group below BBB or above by a downgrading in rating from A.M. Best as Company below A-. In the event of such termination, the liability of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's shall be terminated as of follows: Policies in force at the effective date, or during the term time and date of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities be covered hereunder until their individual expiration dates, including extensions, discovery periods or other such similar reporting endorsements or provisions attached thereto. The Reassured may however terminate the liability of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (claims made or losses occurring, as defined in original, after the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the effective time and date of termination of this ContractContract and, in such event, the unearned premium at the termination date applicable to in force policies, including extensions, discovery periods or other similar extended reporting endorsements or provisions attached thereto, shall be returned to the Reassured by the Reinsurers less any ceding commission previously allowed on unearned premium. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will Either party may terminate a Subscribing Reinsurer's percentage share in this Contract at any time by giving written upon 30 days notice effective upon receipt to the Subscribing Reinsurer in the event any of that the following circumstances occur (each of the following, a "Termination Event"): 1. Either the Subscribing Reinsurerother party's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.030% or more of the amount of surplus (or at March 31st, 2006. B. The Reinsured may terminate the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), participation hereon at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available giving 30 days' prior written notice to the public as of Reinsurer in the effective date of this Contract; orevent that: 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s(1) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered the Subscribing subscribing Reinsurer to cease writing business; or 5. (2) The Subscribing subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration (whether voluntary or involuntary), receivership or proceedings have been instituted against the Subscribing subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent agents known by whatever name, to take possession of its assets or control of its operationsoperation; or 6. (3) The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or 7. The Subscribing subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the CompanyReinsured's prior written consent. However, the Reinsurer shall be at liberty to effect catastrophe excess and/or aggregate stop loss excess reinsurance; or 8. (4) The Subscribing subscribing Reinsurer has ceased assuming new or and renewal treaty reinsurance business; or 9. (5) The Subscribing subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on experiences a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth downgrading in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer their financial strength rating ("Rating") of A- from Standard and Poor's Group below BBB or above by a downgrading in rating from A.M. Best as Company below A-. In the event of such termination, the liability of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's shall be terminated as of follows: Policies in force at the effective date, or during the term time and date of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of be covered hereunder until their individual expiration dates, including extensions, discovery periods or other such similar reporting endorsements or provisions attached thereto. For rating purposes, the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting applicable Subject Gross Net Written Premium Income shall be calculated on policies issued or renewed from the generality of the foregoing, notwithstanding the termination inception date of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the effective time and date of termination of this Contract. D. Any . The Reassured may however terminate the liability of the Reinsurer for claims made or losses discovered, as original, after the effective time and date of termination of this Contract pursuant and, in such event, the unearned premium at the termination date applicable to in force policies, including extensions, discovery periods or other similar extended reporting endorsements or provisions attached thereto, shall be deducted from the Subject Gross Net Written Premium Income for the purpose of the premium rating hereunder. The Reassured shall have the right at the time of termination of this Article Contract or otherwise at any time following the termination of the Reinsurer, provided the developed rate at that time is in addition strictly below the Maximum hereon, to commute losses at their discretionary reserves, (which they may deem to be zero for the purposes hereof). The Reassured will then give Reinsurers a full and not in lieu final release of any other rights, remedies or causes of action which the Company or the Insured may have all future liabilities under this Contract. It is understood and agreed that unearned premium at the termination date applicable to in force policies, under any including extensions, discovery periods or other agreement similar extended reporting endorsements or pursuant to applicable lawprovisions attached thereto, shall be deducted from the Subject Gross Net Written Premium Income for the purpose of the premium rating hereunder.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will The Company may terminate a Subscribing Reinsurer's ’s percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event of any of the following circumstances occur (each of the following, a "Termination Event"):circumstances: 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; orceases underwriting operations. 42. A State Insurance Department state insurance department or other legal authority has ordered orders the Subscribing Reinsurer to cease writing business; or, or the Subscribing Reinsurer is placed under regulatory supervision. 53. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration receivership (whether voluntary or involuntary), or proceedings there have been instituted against the Subscribing Reinsurer it proceedings for the appointment of a receiver, liquidator, rehabilitator, supervisorconservator, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or. 4. The Subscribing Reinsurer’s policyholders’ surplus (or the equivalent under the Subscribing Reinsurer’s accounting system) as reported in such financial statements of the Subscribing Reinsurer as designated by the Company, has been reduced by 30% of the amount thereof at any date during the term of this Contract. 5. The Subscribing Reinsurer has merged with or has become acquired or controlled by any company, corporation, or individual(s) not controlling the Subscribing Reinsurer’s operations at the inception of this Contract. 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle retroceded its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations entire liability under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately Company’s prior to such division (a "Statutory Division"); orwritten consent. 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with been assigned an unaffiliated entity or entities without the Company's prior written consent; orA.M. Best’s rating of less than “A-” and/or an S&P rating of less than “BBB+.” However, as respects Underwriting Members of Lloyd’s, London, a Lloyd’s Market Rating of less than “A-” by A. M. Best and/or less than “BBB+” by S&P shall apply. 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated B. Termination shall be effected on a contingent run-off or cut-off basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements as set forth in the Trust Account Creation Term and Funding Provisions Termination Article; or 12, at the sole discretion of the Company. With respect to a The reinsurance premium due the Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as hereunder shall be prorated based on the period of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such ’s participation hereon, and the Subscribing Reinsurer no longer maintains Ratings with A.M. Best; shall immediately return any excess or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's unearned reinsurance premium received, as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrenceapplicable. C. Notwithstanding Additionally, in the termination event of any of the circumstances listed in paragraph A of this Contract for any reasonArticle, the provisions of Company shall have the option to commute the Subscribing Reinsurer’s liability for losses on Policies covered by this Contract shall continue to apply indefinitely to all obligations Contract. In the event the Company and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined cannot agree on the commutation amount, they shall appoint an actuary and/or appraiser to assess such amount and shall share equally any expense of the actuary and/or appraiser. If the Company and the Subscribing Reinsurer cannot agree on an actuary and/or appraiser, the Company and the Subscribing Reinsurer each shall nominate three individuals, of whom the other shall decline two, and the final appointment shall be made by drawing lots. Payment by the Subscribing Reinsurer of the amount of liability ascertained shall constitute a complete and final release of both parties in respect of liability arising from the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of Subscribing Reinsurer’s participation under this Contract. D. Any The Company’s option to require commutation under paragraph C above shall survive the termination or expiration of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will The Company may terminate a Subscribing Reinsurer's percentage subscribing reinsurer’s share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in subscribing reinsurer upon the event happening of any one of the following circumstances occur (each of the following, a "Termination Event"):circumstances: 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered orders the Subscribing Reinsurer subscribing reinsurer to cease writing business; , or 52. The Subscribing Reinsurer subscribing reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration receivership (whether voluntary or involuntary), or proceedings have there has been instituted against the Subscribing Reinsurer it proceedings for the appointment of a receiver, liquidator, rehabilitator, supervisorconservator, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; , or 63. The Subscribing Reinsurer has become involved in a scheme For any period not exceeding 12 months which commences no earlier than 12 months prior to the inception of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme the subscribing reinsurer’s policyholders’ surplus, as reported in the financial statements of Arrangement")the subscribing reinsurer, invokes has been reduced by 20.0% or requests more, or Casualty Catastrophe XOL Contract 2 4. The subscribing reinsurer has become merged with, acquired or controlled by any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person corporation, or entity without individual(s) not controlling the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entitiessubscribing reinsurer’s operations previously, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or 75. The Subscribing Reinsurer subscribing reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's ’s prior written consent; , or 86. The Subscribing Reinsurer has ceased assuming new subscribing reinsurer receives an A. M. Best rating of lower than A-, or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer S&P financial strength rating ("Rating") of A- lower than A-, or 7. The subscribing reinsurer has ceased writing new and renewal reinsurance for the lines of business covered hereunder. B. In the event of such termination, the liability of the subscribing reinsurer shall be terminated, at the Company’s option, either in accordance with the cutoff provisions of paragraph B of the TERM ARTICLE or above by A.M. Best in accordance with the runoff provisions of paragraph C of the TERM ARTICLE, and such termination shall be effective as of the effective date, or during date the term subscribing reinsurer receives written notice of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect termination pursuant to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrenceparagraph A above. C. Notwithstanding In the termination event the Company terminates a subscribing reinsurer’s share in this Contract under the provisions of this Contract for any reasonArticle, the Company shall have the option to commute the excess liabilities of the subscribing reinsurer. If this commutation option is exercised, the provisions of the paragraphs B through G of the SUNSET AND COMMUTATION ARTICLE shall apply. D. In the event the Company terminates a subscribing reinsurer’s share in this Contract under the provision of this Article, the Company shall continue have the option to apply indefinitely require the subscribing reinsurer to all obligations fund its share of ceded unearned premium, outstanding loss and Loss Adjustment Expense reserves, reserves for losses and Loss Adjustment Expense incurred but not reported to the Company (IBNR as determined by the Company) and any other balances or financial obligations. Within 30 days of the Company’s written request to fund, the subscribing reinsurer shall provide to the Company a clean, unconditional, evergreen, irrevocable letter of credit or a trust agreement which establishes a trust account for the benefit of the Company. The method of funding must be acceptable to the Company, shall be established with a financial institution suitable to the Company, shall comply with any applicable state or federal laws or regulations involving the Company’s ability to recognize these agreements as assets or offsets to liabilities in such jurisdictions and shall be at the sole expense of the subscribing reinsurer. The Company and the subscribing reinsurer may mutually agree on alternative methods of funding or the use of a combination of methods. This option is available to the Company at any time there remains any outstanding liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and dischargedsubscribing reinsurer. Without limiting the generality of Notwithstanding the foregoing, notwithstanding the termination of Company shall not require funding in accordance with this subparagraph in the event the subscribing reinsurer has otherwise fully funded its obligations under this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior a manner acceptable to the date of termination of this Contract. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.Company. 93948003-11 (1-1-11)

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will The Company may terminate a Subscribing Reinsurer's ’s percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event of any of the following circumstances occur (each of the following, a "Termination Event"):circumstances: 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; orceases underwriting operations. 42. A State Insurance Department state insurance department or other legal authority has ordered orders the Subscribing Reinsurer to cease writing business; or, or the Subscribing Reinsurer is placed under regulatory supervision. 53. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration receivership (whether voluntary or involuntary), or proceedings there have been instituted against the Subscribing Reinsurer it proceedings for the appointment of a receiver, liquidator, rehabilitator, supervisorconservator, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or. 4. The Subscribing Reinsurer’s policyholders’ surplus (or the equivalent under the Subscribing Reinsurer’s accounting system) as reported in such financial statements of the Subscribing Reinsurer as designated by the Company, has been reduced by 20% of the amount thereof at any date during the prior 12-month period (including the period prior to the inception of this Contract), or the Subscribing Reinsurer has lost any part of, or has reduced its paid-up capital. 5. The Subscribing Reinsurer has merged with or has become acquired or controlled by any company, corporation, or individual(s) not controlling the Subscribing Reinsurer’s operations at the inception of this Contract. 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle retroceded its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations entire liability under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately Company’s prior to such division (a "Statutory Division"); orwritten consent. 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with been assigned an unaffiliated entity A.M. Best’s rating of less than “A-” and/or an S&P rating of less than “BBB+”. (However, as respects Underwriting Members of Lloyd’s, London, a Lloyd’s Market Rating of less than “A-” by A. M. Best and/or less than “BBB+” by S&P shall apply.) B. Termination shall be effected on a run-off or entities without cut-off basis, at the sole discretion of the Company's prior written consent; or 8. The reinsurance premium due the Subscribing Reinsurer has ceased assuming new hereunder (including any minimum or renewal treaty maximum reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives premium) shall be pro rated based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities period of the Subscribing Reinsurer’s participation hereon, and the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contractshall immediately return any excess reinsurance premium received. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term ArticleArticle 2, the Company, at the request of the Insured, in the Insured's sole discretion, will terminate a Subscribing Reinsurer's percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event any of the following circumstances occur (each of the following, a "Termination Event"): 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered the Subscribing Reinsurer to cease writing business; or 5. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision or administration (whether voluntary or involuntary), or proceedings have been instituted against the Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's prior written consent; or 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contract. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will The Company may terminate a Subscribing Reinsurer's percentage ’s share in this Contract at any time by giving 30 days’ prior written notice effective upon receipt to the Subscribing Reinsurer Reinsurer, in the event any of the following circumstances occur (each of the following, a "Termination Event"):occur: 1. Either the The Subscribing Reinsurer's ’s A.M. Best’s rating is assigned or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that datedowngraded below “A-”; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, become merged with, acquired by or controlled by any other entity company, corporation, or individual(s) not controlling the Subscribing Reinsurer's ’s operations previously; or. 4B. Furthermore, the Company may terminate a Subscribing Reinsurer’s share in this Contract at any time by giving prior written notice to the Subscribing Reinsurer, in the event any of the following circumstances occur: 1. A State Insurance Department or other legal authority has ordered orders the Subscribing Reinsurer to cease writing business; or 52. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration receivership (whether voluntary or involuntary), ) or proceedings have been instituted against the Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or 73. The Subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's ’s prior written consent; or 84. The Subscribing Reinsurer has ceased ceases assuming new or and renewal property and casualty treaty reinsurance business; or. 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated C. Termination shall be effected on a contingent run-off or cut-off basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements as set forth in the Trust Account Creation and Funding Provisions Term Article; or 12, at the sole discretion of the Company. With respect to a The reinsurance premium due the Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements hereunder shall be prepared by an independent certified public accountant and will also notify pro rated based on the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities period of the Subscribing Reinsurer’s participation hereon, and the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy)shall immediately return any excess premium received. Effective: April 1, including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date 2011 DOC: May 25, 2011 U1XQ0003 6 of termination of this Contract. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.35

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will The Company may terminate a Subscribing Reinsurer's ’s percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event of any of the following circumstances occur (each of the following, a "Termination Event"):circumstances: 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; orceases underwriting operations. 42. A State Insurance Department state insurance department or other legal authority has ordered orders the Subscribing Reinsurer to cease writing business; or, or the Subscribing Reinsurer is placed under regulatory supervision. 53. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration receivership (whether voluntary or involuntary), or proceedings there have been instituted against the Subscribing Reinsurer it proceedings for the appointment of a receiver, liquidator, rehabilitator, supervisorconservator, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or. 4. The Subscribing Reinsurer’s policyholders’ surplus (or the equivalent under the Subscribing Reinsurer’s accounting system) as reported in such financial statements of the Subscribing Reinsurer as designated by the Company, has been reduced by 20% of the amount thereof at any date during the prior 12-month period (including the period prior to the inception of this Contract). 5. The Subscribing Reinsurer has become, or has announced its intention to become, merged with or acquired or controlled by any company, corporation, or individual(s) not controlling the Subscribing Reinsurer’s operations at the inception of this Contract. 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle retroceded its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations entire liability under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entitiesCompany’s prior written consent, corporations or companies pursuant except for retrocessions to a division or plan of division under any statute or regulation pursuant to which assets and liabilities members of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or’s holding company group. 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with been assigned an unaffiliated entity or entities without the Company's prior written consent; orA.M. Best’s rating of less than “A-” and/or an S&P rating of less than “BBB+.” However, as respects Underwriting Effective: June 1, 2▇▇▇ ▇▇▇: July 8, 2021 Members of Lloyd’s, London, a Lloyd’s Market Rating of less than “A-” by A.M. Best and/or less than “BBB+” by S&P shall apply. 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or. 9. The Subscribing Reinsurer has in any other way assigned its interests or delegated its obligations under this Contract to an unaffiliated entity. 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with post or maintain required collateral to secure its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best obligations as of the effective date, or during the term of required under this Contract, and has not cured such Subscribing Reinsurer's Rating is downgraded below A- deficiency within 30 days following written notice thereof from the Company. Notwithstanding the foregoing, agreement by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect a Lloyd’s syndicate to follow claim settlements procedures under Lloyd’s Claims Scheme (Combined) shall not constitute a Subscribing Reinsurer that is assigned a Rating transfer of A- or above by Standard & Poor's as its claims-paying authority, for purposes of the effective date, or during the term subparagraphs (8) and (9) of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contractparagraph. B. The Subscribing Reinsurer will provide shall have no liability for Reinstatement Premium arising from Loss Occurrences commencing after termination. The premium due the Subscribing Reinsurer hereunder (1including any minimum premium) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify prorated based on the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities period of the Subscribing Reinsurer’s participation hereon, and the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contractshall immediately return any excess premium received. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will The Company may terminate a Subscribing Reinsurer's ’s percentage share in this Contract on a cutoff basis at any time by giving written notice effective upon receipt to the Subscribing Reinsurer by certified mail with 30 days notice, return receipt requested, in the event of any of the following circumstances occur (each of the following, a "Termination Event"):circumstances: 1. Either the The Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that dateReinsurer ceases underwriting operations; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered orders the Subscribing Reinsurer to cease writing business, or the Subscribing Reinsurer is placed under regulatory supervision; or 53. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration receivership (whether voluntary or involuntary), or proceedings have there has been instituted against the Subscribing Reinsurer it proceedings for the appointment of a receiver, liquidator, rehabilitator, supervisorconservator, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or 64. The Subscribing Reinsurer’s surplus has been reduced by 20.0% of the amount of surplus at the inception of this Contract, or if the Subscribing Reinsurer has lost any part of, or has reduced, its paid-up capital; or 5. The Subscribing Reinsurer has merged with or has become involved in a scheme of arrangement acquired or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to controlled by any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person corporation or entity without the consent of the Company and the Insured (an "Insurance Business Transfer"unaffiliated individual(s) or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes not controlling the Subscribing Reinsurer's obligations under ’s operations at the inception of this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division")Contract; or 76. The Subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's other party’s prior written consent; or 87. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; orbeen assigned an A.M. Best’s rating of less than “A-” (a Standard & Poor’s Insurance Solvency International rating of less than “BBS” will apply as respects alien Subscribing Reinsurers other than Underwriting Members of Lloyd’s, London, and a Standard & Poor’s Lloyd’s Syndicate Stability rating of less than three crowns will apply as respects Underwriting Members of Lloyd’s, London). 9. B. The Company will have the option to commute the Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated Reinsurer’s liability for losses on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared policies covered by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as of the effective date, or during date of termination. In the term event the Company and the Subscribing Reinsurer cannot agree on the capitalized value of this Contract, such the Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or ’s liability under such policies, they will appoint an actuary and/or appraiser to assess such liability and will share equally any expense of the actuary and/or appraiser. If the Company and the Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of cannot agree on an actuary and/or appraiser, the effective date, or during Company and the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements each nominate three individuals, of whom the other party will decline two, and (2) annual audited financial statements, which annual audited financial statements shall the final decision will be prepared made by an independent certified public accountant and will also notify drawing lots. Payment by the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities Subscribing Reinsurer of the parties incurred hereunder prior to such termination until all such obligations amount of liability ascertained will constitute a complete and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities final release of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior with respect to the date of termination of its liability under this Contract. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will The Company may terminate a Subscribing Reinsurer's ’s percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event of any of the following circumstances occur (each of the following, a "Termination Event"):circumstances: 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; orceases underwriting operations. 42. A State Insurance Department state insurance department or other legal authority has ordered orders the Subscribing Reinsurer to cease writing business; or, or the Subscribing Reinsurer is placed under regulatory supervision. 53. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration receivership (whether voluntary or involuntary), or proceedings there have been instituted against the Subscribing Reinsurer it proceedings for the appointment of a receiver, liquidator, rehabilitator, supervisorconservator, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or. 4. The Subscribing Reinsurer’s policyholders’ surplus (or the equivalent under the Subscribing Reinsurer’s accounting system) as reported in such financial statements of the Subscribing Reinsurer as designated by the Company, has been reduced by 20% of the amount thereof at any date during the prior 12-month period (including the period prior to the inception of this Contract). 5. The Subscribing Reinsurer has merged with or has become acquired or controlled by any company, corporation, or individual(s) not controlling the Subscribing Reinsurer’s operations at the inception of this Contract. 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle retroceded its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations entire liability under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entitiesCompany’s prior written consent, corporations or companies pursuant except for retrocessions to a division or plan of division under any statute or regulation pursuant to which assets and liabilities members of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or’s holding company group. 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with been assigned an unaffiliated entity A.M. Best’s rating of less than “A-” and/or an S&P rating of less than “BBB+.” However, as respects Underwriting Members of Lloyd’s, London, a ▇▇▇▇▇’▇ Market Rating of less than “A-” by A.M. Best and/or less than “BBB+” by S&P shall apply. B. Termination shall be effected on a run-off or entities without cut-off basis at the Company's prior written consent; or 8option of the Company as outlined in the Term Article. The reinsurance premium due the Subscribing Reinsurer has ceased assuming new or renewal treaty hereunder (including any minimum reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives premium) shall be prorated based on the quantum period of claims paid; or 10. The the Subscribing Reinsurer’s participation hereon, and the Subscribing Reinsurer has failed shall immediately return any excess reinsurance premium received. Reinstatement premium, if any, shall be calculated based on the Subscribing Reinsurer’s reinsurance premium earned during the period of the Subscribing Reinsurer’s participation hereon. C. Additionally, in the event of any of the circumstances listed in paragraph A. of this Article, the Company shall have the option to file annual, audited financial statements, prepared commute the Subscribing Reinsurer’s liability for losses on Policies covered by an independent certified public accountant, with its insurance commissioner on or before June 30 for this Contract. In the year ended December 31 immediately preceding; or 11. The event the Company and the Subscribing Reinsurer has failed cannot agree on the commutation amount, they shall appoint an actuary and/or appraiser to comply with this Contract (assess such amount and has failed to effectuate a cure for such noncompliance within twenty (20) business days shall share equally any expense of being notified to do so the actuary and/or appraiser. If the Company and the Subscribing Reinsurer cannot agree on an actuary and/or appraiser, the Company and the Subscribing Reinsurer each shall nominate three individuals, of whom the other shall decline two, and the final appointment shall be made by drawing lots. Payment by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as of the effective date, or during amount of liability ascertained shall constitute a complete and final release of both parties in respect of liability arising from the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during ’s participation under this Contract. B. D. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements Company’s option to require commutation under paragraph C. above shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding survive the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination expiration of this Contract. D. Any termination E. Notwithstanding the foregoing, paragraphs C and D shall not apply to any Subscribing Reinsurer with A.M. Best’s rating of “A+” or greater at the inception of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the The Company, at the request of the Insured, in the Insured's its sole discretion, will may terminate a Subscribing any Reinsurer's percentage share in this Contract participation hereon at any time by giving written notice effective on a run-off or cut-off basis upon receipt to the Subscribing Reinsurer in the event happening of any one of the following circumstances occur (each of the following, a "Termination Event"):circumstances: 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (Reinsurer or its equivalent under the Subscribing Reinsurerparent company have been assigned a Standard & Poor's Insurer Financial Strength Rating or the Subscribing Reinsureran A.M. Best's group Financial Strength Rating of less than A- or holding company's accounting system), on the effective date a ▇▇▇▇▇'▇ rating of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that dateless than Baa3; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities The Reinsurer ceases assuming new and available to the public as of the effective date of this Contractrenewal accident and health treaty reinsurance; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department state insurance department or other legal authority has ordered orders the Subscribing Reinsurer to cease writing business; or 54. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration receivership (whether voluntary or involuntary), or proceedings have there has been instituted against the Subscribing Reinsurer it proceedings for the appointment of a receiver, liquidator, rehabilitator, supervisorconservator, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or 65. The Subscribing Reinsurer Reinsurer's surplus has become involved in a scheme been reduced by 20% or more of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under amount of surplus at the inception of this Contract, on an accelerated basis or the Reinsurer has lost any part of or has reduced its paid-up capital (this subparagraph 5 will not apply to Underwriting Members of Lloyd's, London); or 6. Either the Reinsurer's surplus (or its equivalent under the Reinsurer's accounting system) experiences a "Scheme reduction of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two 20.0% or more entities, corporations or companies pursuant to a division or plan of division under during any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division")12-month period; or 7. The Subscribing Reinsurer has merged, or announced its intention to merge, with or has become acquired or controlled by any company, corporation, or individual(s) not controlling the Reinsurer's operations previously; or 8. The Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's prior written consent; or 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on Any uncured material breach of the quantum of claims paidConfidentiality and Privacy Article; or 10. The Subscribing Reinsurer has failed to file annualfailed, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as of from the effective date, or during the term date of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best to provide the Company, or its appointed agent, with a valid W-8BEN-E, W-9 or such Subscribing Reinsurer no longer maintains Ratings other documentation approved for use by the U.S. Internal Revenue Service in connection with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poorthe Company's as withholding, reporting and other obligations, if any, under the Foreign Account Tax Compliance Act (Sections 1471-1474 of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇U.S. Internal Revenue Code).▇. B. If said ▇▇▇▇ as ▇▇▇▇▇▇'s participation is terminated pursuant to subparagraphs A.1. through A.10. above, then the Company, at its sole discretion, may elect to commute the Reinsurer's liability for losses, including Loss Expense, whether known or unknown, on policies covered under this Contract. In the event the Company and the Reinsurer cannot agree upon the capitalized value of the effective dateReinsurer's liability on such policies, A.M. Best establishes a Rating below A- during this Contract; or With respect the two parties will submit the matter for resolution pursuant to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as the provisions of the effective date, Standard & Poor's establishes a Rating below BBB+ during this ContractArbitration Article. B. C. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also promptly notify the Company if a Termination Event has occurred within five (5) days upon the occurrence of such occurrenceany one or more of the circumstances set forth in paragraph A above. C. D. The Company, in its sole discretion, may terminate this Contract by giving 30 days' prior written notice to the Reinsurers if the Company has merged with, or has become acquired or controlled by any company, corporation, or individual(s) not controlling the Company's operations previously. E. Notwithstanding the termination provisions of this Contract for the Arbitration Article, the Company shall not be obligated to arbitrate any reason, dispute associated with the provisions of this Contract shall continue to apply indefinitely to all obligations Article, and liabilities the Company may, at its option, seek enforcement of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality any of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities Article in a court of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contractcompetent jurisdiction. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article(a) The Reinsured may terminate this Reinsurance Agreement, the Company, at the request of the Insuredin whole but not in part, in the Insured's sole discretion, will terminate a Subscribing Reinsurer's percentage share in this Contract at event that: (i) any time by giving written notice effective upon receipt to Governmental Authority of competent jurisdiction orders the Subscribing Reinsurer in the event any of the following circumstances occur (each of the following, a "Termination Event"): 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered the Subscribing Reinsurer to cease writing reinsuring business; or; 5. The Subscribing (ii) the Reinsurer has become (whether voluntarily or involuntarily) becomes insolvent or has been placed into liquidationthe subject of any liquidations, administration, rehabilitation, receivership, supervision supervision, conservation or administration bankruptcy action or proceeding; (whether voluntary iii) Reinsurer fails to maintain Minimum Capital and Surplus and the Reinsurer has not cured such shortfall (a) within thirty (30) calendar days of becoming aware thereof, if the Reinsurer has minimum capital and surplus of less than one hundred and fifty million dollars ($150,000,000) as of such date or involuntary)(b) within sixty (60) calendar days of becoming aware thereof, if the Reinsurer has minimum capital and surplus of one hundred and fifty million dollars ($150,000,000) or proceedings have been instituted against greater as of such date; (iv) there is a change of control of Reinsurer or Reinsurer files an application for an insurance business transfer of substantially all its business, and the Subscribing Insureds or their Affiliates do not assume full responsibility for all the Reinsured Liabilities; (v) the Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession breaches any of its assets representations or control of its operations; or 6. The Subscribing Reinsurer has become involved warranties in a scheme manner that does or would reasonably be expected to materially and adversely affect the ability of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer perform its obligations under this Contract to another insurance companyReinsurance Agreement; or (vi) the Reinsurer materially breaches any of its covenants or obligations under this Reinsurance Agreement, person or entity without the consent of the Company and the Insured Reinsurer has not cured such breach within thirty (an "Insurance Business Transfer"30) calendar days of receiving written notice thereof from the Reinsured. (b) The Reinsurer may terminate this Reinsurance Agreement, in whole but not in part, in the event that the Reinsured breaches any of its representations or proposes warranties in a manner that does or initiates any division would reasonably be expected to materially and adversely affect the ability of itself into two Reinsured to perform its obligations under this Reinsurance Agreement, and the Reinsured has not cured such breach within thirty (30) calendar days of providing written notice thereof to the Reinsurer. (c) The Reinsured or more entities, corporations or companies pursuant to a division or plan Reinsurer may deliver notice of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where termination following any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's prior written consent; or 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements events set forth in Section 5.3(a) or 5.3(b), respectively. (d) If the Trust Account Creation Reinsured or Reinsurer elects termination pursuant to Section 5.3(c), the Reinsured and Funding Provisions Article; or 12Reinsurer shall mutually determine the amount due and payable by the Reinsurer in a terminal settlement statement (including $5,000 reimbursement to the Reinsured by Aleka as consideration for the transition of handling of each open Claim to the Reinsured). With The Reinsurer shall pay such balance to the Reinsured in cash by wire transfer of immediately available funds to the account designated in writing by the Reinsured within ten (10) Business Days after delivery of the statement. In case of any dispute with respect to the terminal settlement, the undisputed portion of the terminal settlement shall be paid in accordance with this Section 5.3(d) within ten (10) Business Days after delivery of the statement, and the Reinsurer may deliver a Subscribing written demand for a “meet and confer” pursuant to the procedures set forth in Section 8.1. Disputes that are not resolved via the meet and confer shall be resolved by a panel of three independent actuaries, one selected by the Reinsured, one selected by the Reinsurer and the third selected by the Party-selected actuaries (an “Actuary Panel”). The Actuary Panel’s review of the terminal settlement amount shall be a de novo calculation applying the Actuary Panel’s own interpretation of standard actuarial principles, calculating a new terminal settlement amount that is assigned an insurer financial strength rating between Reinsured’s and Reinsurer’s calculation thereof. The Reinsurer and the Reinsured shall use commercially reasonable efforts to cause the Actuary Panel to deliver its resolution of such dispute within thirty ("Rating"30) of A- or above by A.M. Best as calendar days of the effective daterequest by the Reinsurer and the Reinsured, or during and such determination shall be binding on the term of this Contract, such Subscribing Reinsured and the Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as . The expenses of the effective date, or during Actuary Panel shall be paid by the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as Party whose calculation of the effective dateterminal settlement was further from the amount determined by the Actuary Panel, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer provided that if the amount determined by the Actuary Panel is not assigned a Rating by Standard & Poor's as the midpoint between the calculations of the effective dateterminal settlement by the Parties, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements then the expenses of the Actuary Panel shall be prepared paid equally by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrenceParties. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contract. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will terminate a Subscribing Reinsurer's percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event any of the following circumstances occur (each of the following, a "Termination Event"): 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered the Subscribing Reinsurer to cease writing business; or 5. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision or administration (whether voluntary or involuntary), or proceedings have been instituted against the Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's prior written consent; or 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, annual audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. by A. M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contract. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will Either party may terminate a Subscribing Reinsurer's percentage share in this Contract at any time by giving written upon 30 days notice effective upon receipt to the Subscribing Reinsurer in the event any of that the following circumstances occur (each of the following, a "Termination Event"): 1. Either the Subscribing Reinsurerother party's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.030% or more of the amount of surplus (or at December 31st, 2004. B. The Reassured may terminate the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), participation hereon at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available giving 30 days' prior written notice to the public as of Reinsurer in the effective date of this Contract; orevent that: 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s(1) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered the Subscribing subscribing Reinsurer to cease writing business; or 5. (2) The Subscribing subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration (whether voluntary or involuntary), receivership or proceedings have been instituted against the Subscribing subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent agents known by whatever name, to take possession of its assets or control of its operationsoperation; or 6. (3) The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or 7. The Subscribing subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the CompanyReassured's prior written consent. However, the Reinsurer shall be at liberty to effect catastrophe excess and/or aggregate stop loss excess reinsurance; or 8. (4) The Subscribing subscribing Reinsurer has ceased assuming new or and renewal treaty reinsurance business; or 9. (5) The Subscribing subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on experiences a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth downgrading in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer their financial strength rating ("Rating") of A- from Standard and Poor's Group below BBB or above by a downgrading in rating from A.M. Best as Company below A-. In the event of such termination, the liability of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's shall be terminated as of follows: Policies in force at the effective date, or during the term time and date of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of be covered hereunder until their individual expiration dates, including extensions, discovery periods or other such similar reporting endorsements or provisions attached thereto. For rating purposes, the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting applicable Subject Gross Net Written Premium Income shall be calculated on policies issued or renewed from the generality of the foregoing, notwithstanding the termination inception date of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the effective time and date of termination of this Contract. D. Any . The Reassured may however terminate the liability of the Reinsurer for claims made or losses discovered, as original, after the effective time and date of termination of this Contract pursuant and, in such event, the unearned premium at the termination date applicable to in force policies, including extensions, discovery periods or other similar extended reporting endorsements or provisions attached thereto, shall be deducted from the Subject Gross Net Written Premium Income for the purpose of the premium rating hereunder. The Reassured shall have the right at the time of termination of this Article Contract or otherwise at any time following the termination of the Reinsurer, provided the developed rate at that time is in addition strictly below the Maximum hereon, to commute losses at their discretionary reserves (which they may deem to be zero for the purposes hereof). The Reassured will then give Reinsurers a full and not in lieu final release of any other rights, remedies or causes of action which the Company or the Insured may have all future liabilities under this Contract. It is understood and agreed that unearned premium at the termination date applicable to in force policies, under any including extensions, discovery periods or other agreement similar extended reporting endorsements or pursuant to applicable lawprovisions attached thereto, shall be deducted from the Subject Gross Net Written Premium Income for the purpose of the premium rating hereunder.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will The Company may terminate a Subscribing Reinsurer's percentage subscribing reinsurer’s share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in subscribing reinsurer upon the event happening of any one of the following circumstances occur (each of the following, a "Termination Event"):circumstances: 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered orders the Subscribing Reinsurer subscribing reinsurer to cease writing business; , or 52. The Subscribing Reinsurer subscribing reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration receivership (whether voluntary or involuntary), or proceedings have there has been instituted against the Subscribing Reinsurer it proceedings for the appointment of a receiver, liquidator, rehabilitator, supervisorconservator, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; , or 63. The Subscribing Reinsurer has become involved in a scheme For any period not exceeding 12 months which commences no earlier than 12 months prior to the inception of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme the subscribing reinsurer’s policyholders’ surplus, as reported in the financial statements of Arrangement")the subscribing reinsurer, invokes has been reduced by 20.0% or requests more, or 4. The subscribing reinsurer has become merged with, acquired or controlled by any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person corporation, or entity without individual(s) not controlling the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entitiessubscribing reinsurer’s operations previously, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or 75. The Subscribing Reinsurer subscribing reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's ’s prior written consent; , or 86. The Subscribing Reinsurer has ceased assuming new subscribing reinsurer receives an A. M. Best rating of lower than A-, or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer S&P financial strength rating ("Rating") of A- lower than A-, or 7. The subscribing reinsurer has ceased writing new and renewal reinsurance for the lines of business covered hereunder. B. In the event of such termination, the liability of the subscribing reinsurer shall be terminated, at the Company’s option, either in accordance with the cutoff provisions of paragraph B of the TERM ARTICLE or above by A.M. Best in accordance with the runoff provisions of paragraph C of the TERM ARTICLE, and such termination shall be effective as of the effective date, or during date the term subscribing reinsurer receives written notice of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect termination pursuant to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrenceparagraph A above. C. Notwithstanding In the termination event the Company terminates a subscribing reinsurer’s share in this Contract under the provisions of this Contract for any reasonArticle, the Company shall have the option to commute the excess liabilities of the subscribing reinsurer. If this commutation option is exercised, the provisions of the paragraphs F through J of the COMMUTATION ARTICLE shall apply. D. In the event the Company terminates a subscribing reinsurer’s share in this Contract under the provision of this Article, the Company shall continue have the option to apply indefinitely require the subscribing reinsurer to all obligations fund its share of ceded unearned premium, outstanding loss and Loss Adjustment Expense reserves, reserves for losses and Loss Adjustment Expense incurred but not reported to the Company (IBNR as determined by the Company) and any other balances or financial obligations. Within 30 days of the Company’s written request to fund, the subscribing reinsurer shall provide to the Company a clean, unconditional, evergreen, irrevocable letter of credit or a trust agreement which establishes a trust account for the benefit of the Company. The method of funding must be acceptable to the Company, shall be established with a financial institution suitable to the Company, shall comply with any applicable state or federal laws or regulations involving the Company’s ability to recognize these agreements as assets or offsets to liabilities in such jurisdictions and shall be at the sole expense of the subscribing reinsurer. The Company and the subscribing reinsurer may mutually agree on alternative methods of funding or the use of a combination of methods. This option is available to the Company at any time there remains any outstanding liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and dischargedsubscribing reinsurer. Without limiting the generality of Notwithstanding the foregoing, notwithstanding the termination of Company shall not require funding in accordance with this subparagraph in the event the subscribing reinsurer has otherwise fully funded its obligations under this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior a manner acceptable to the date of termination of this ContractCompany. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will The Company may terminate a Subscribing Reinsurer's percentage subscribing reinsurer’s share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in subscribing reinsurer upon the event happening of any one of the following circumstances occur (each of the following, a "Termination Event"):circumstances: 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered orders the Subscribing Reinsurer subscribing reinsurer to cease writing business; , or 52. The Subscribing Reinsurer subscribing reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration receivership (whether voluntary or involuntary), or proceedings have there has been instituted against the Subscribing Reinsurer it proceedings for the appointment of a receiver, liquidator, rehabilitator, supervisorconservator, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; , or 63. The Subscribing Reinsurer has become involved in a scheme For any period not exceeding 12 months which commences no earlier than 12 months prior to the inception of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme the subscribing reinsurer’s policyholders’ surplus, as reported in the financial statements of Arrangement")the subscribing reinsurer, invokes has been reduced by 20.0% or requests more, or Casualty Catastrophe XOL Contract 2 4. The subscribing reinsurer has become merged with, acquired or controlled by any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person corporation, or entity without individual(s) not controlling the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entitiessubscribing reinsurer’s operations previously, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or 75. The Subscribing Reinsurer subscribing reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's ’s prior written consent; , or 86. The Subscribing Reinsurer has ceased assuming new subscribing reinsurer receives an A. M. Best rating of lower than A-, or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer S&P financial strength rating ("Rating") of A- lower than A-, or 7. The subscribing reinsurer has ceased writing new and renewal reinsurance for the lines of business covered hereunder. B. In the event of such termination, the liability of the subscribing reinsurer shall be terminated, at the Company’s option, either in accordance with the cutoff provisions of paragraph B of the TERM ARTICLE or above by A.M. Best in accordance with the runoff provisions of paragraph C of the TERM ARTICLE, and such termination shall be effective as of the effective date, or during date the term subscribing reinsurer receives written notice of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect termination pursuant to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrenceparagraph A above. C. Notwithstanding In the termination event the Company terminates a subscribing reinsurer’s share in this Contract under the provisions of this Contract for any reasonArticle, the Company shall have the option to commute the excess liabilities of the subscribing reinsurer. If this commutation option is exercised, the provisions of the paragraphs B through G of the SUNSET AND COMMUTATION ARTICLE shall apply. D. In the event the Company terminates a subscribing reinsurer’s share in this Contract under the provision of this Article, the Company shall continue have the option to apply indefinitely require the subscribing reinsurer to all obligations fund its share of ceded unearned premium, outstanding loss and Loss Adjustment Expense reserves, reserves for losses and Loss Adjustment Expense incurred but not reported to the Company (IBNR as determined by the Company) and any other balances or financial obligations. Within 30 days of the Company’s written request to fund, the subscribing reinsurer shall provide to the Company a clean, unconditional, evergreen, irrevocable letter of credit or a trust agreement which establishes a trust account for the benefit of the Company. The method of funding must be acceptable to the Company, shall be established with a financial institution suitable to the Company, shall comply with any applicable state or federal laws or regulations involving the Company’s ability to recognize these agreements as assets or offsets to liabilities in such jurisdictions and shall be at the sole expense of the subscribing reinsurer. The Company and the subscribing reinsurer may mutually agree on alternative methods of funding or the use of a combination of methods. This option is available to the Company at any time there remains any outstanding liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and dischargedsubscribing reinsurer. Without limiting the generality of Notwithstanding the foregoing, notwithstanding the termination of Company shall not require funding in accordance with this subparagraph in the event the subscribing reinsurer has otherwise fully funded its obligations under this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior a manner acceptable to the date of termination of this Contract. D. Any termination of this Company. Casualty Catastrophe XOL Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.3 12-30-10

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will Either party may terminate a Subscribing Reinsurer's percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in 30 da▇▇ ▇▇▇▇▇▇ ▇▇ the event any of that the following circumstances occur (each of the following, a "Termination Event"): 1. Either the Subscribing Reinsurerother party's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.030% or more of the amount of surplus (or at March 31st, 2006. B. The Reassured may terminate the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), participation hereon at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available giving 30 days' prior written notice to the public as of Reinsurer in the effective date of this Contract; orevent that: 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s(1) not controlling the Subscribing Reinsurer's operations previously; or 4. A State Insurance Department or other legal authority has ordered the Subscribing subscribing Reinsurer to cease writing business; or 5. (2) The Subscribing subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration (whether voluntary or involuntary), receivership or proceedings have been instituted against the Subscribing subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent agents known by whatever name, to take possession of its assets or control of its operationsoperation; or 6. (3) The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or 7. The Subscribing subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the CompanyReassured's prior written consent. However, the Reinsurer shall be at liberty to effect catastrophe excess and/or aggregate stop loss excess reinsurance; or 8. (4) The Subscribing subscribing Reinsurer has ceased assuming new or and renewal treaty reinsurance business; or 9. (5) The Subscribing subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on experiences a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth downgrading in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer their financial strength rating ("Rating") of A- from Standard and Poor's Group below BBB or above by a downgrading in rating from A.M. Best as Company below A-. In the event of such termination, the liability of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's shall be terminated as of follows: Policies in force at the effective date, or during the term time and date of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities be covered hereunder until their individual expiration dates, including extensions, discovery periods or other such similar reporting endorsements or provisions attached thereto, The Reassured may however terminate the liability of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (claims made or losses occurring, as defined in original, after the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the effective time and date of termination of this ContractContract and, in such event, the unearned premium at the termination date applicable to in force policies, including extensions, discovery periods or other similar extended reporting endorsements or provisions attached thereto, shall he returned to the Reassured by the Reinsurers less any ceding commission previously allowed on unearned premium. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Articleparagraph A of Article II, the Company, at the request of the Insured, in the Insured's sole discretion, will Company may terminate a Subscribing Reinsurer's ’s percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event if any of the following circumstances occur (each occur, such termination to be effective at any point in time of the followingCompany’s choosing, a "Termination Event"):including retroactive, but not prior to the beginning of the calendar quarter in which the triggering circumstance occurs as respects subparagraphs 1 through 6 or from discovery as respects subparagraph 7: 1. Either the The Subscribing Reinsurer's or ’s policyholders’ surplus at the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date inception of this Contract, Contract has been reduced by 25.0more than 20.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the The Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's ’s policyholders' ’ surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, Contract has been reduced by 25.0more than 20.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's ’s most recent financial statement filed with regulatory authorities and available to the public as of the effective date inception of this Contract; or 3. The Subscribing Reinsurer’s A.M. Best’s rating has been assigned or downgraded below A- (including any “Not Rated” rating) and/or Standard & Poor’s rating has been assigned or downgraded below BBB+ (including any “Not Rated” rating); or 4. The Subscribing Reinsurer has become, or has announced its intention to become, become merged with, acquired by or controlled by any other entity company, corporation or individual(s) not controlling the Subscribing Reinsurer's ’s operations previously; or 45. A State Insurance Department or other legal authority has ordered the Subscribing Reinsurer to cease writing business; or 56. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration receivership (whether voluntary or involuntary), ) or proceedings have been instituted against the Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with an unaffiliated entity or entities without the Company's prior written consent; or 8. The Subscribing Reinsurer has ceased assuming new or and renewal property and casualty treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contract. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will The Company may terminate a Subscribing Reinsurer's ’s percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event of any of the following circumstances occur (each of the following, a "Termination Event"):circumstances: 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; orceases underwriting operations. 42. A State Insurance Department state insurance department or other legal authority has ordered orders the Subscribing Reinsurer to cease writing business; or, or the Subscribing Reinsurer is placed under regulatory supervision. 53. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration receivership (whether voluntary or involuntary), or proceedings there have been instituted against the Subscribing Reinsurer it proceedings for the appointment of a receiver, liquidator, rehabilitator, supervisorconservator, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or. 4. The Subscribing Reinsurer’s policyholders’ surplus (or the equivalent under the Subscribing Reinsurer’s accounting system) as reported in such financial statements of the Subscribing Reinsurer as designated by the Company, has been reduced by 20% of the amount thereof at any date during the prior 12-month period (including the period prior to the inception of this Contract). 5. The Subscribing Reinsurer has become, or has announced its intention to become, merged with or acquired or controlled by any company, corporation, or individual(s)not controlling the Subscribing Reinsurer’s operations at the inception of this Contract. 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle retroceded its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations entire liability under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entitiesCompany’s prior written consent, corporations or companies pursuant except for retrocessions to a division or plan of division under any statute or regulation pursuant to which assets and liabilities members of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division"); or’s holding company group. 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with been assigned an unaffiliated entity or entities without the Company's prior written consent; orA.M. Best’s rating of less than “A-” and/or an S&P rating of less than “BBB+.” However, as respects Underwriting Members of Lloyd’s, London, a Lloyd’s Market Rating of less than “A-” by A.M. Best and/or less than “BBB+” by S&P shall apply. 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or. 9. The Subscribing Reinsurer has in any other way assigned its interests or delegated its obligations under this Contract to an unaffiliated entity. Notwithstanding the foregoing, agreement by a Lloyd’s syndicate to follow claim settlements procedures under Lloyd’s Claims Scheme (Combined) shall not constitute a transfer of its claims-paying authority, for purposes of subparagraphs (8) and (9) of this paragraph. 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with post or maintain required collateral to secure its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements set forth in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best obligations as of the effective date, or during the term of required under this Contract, and has not cured such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of deficiency within 30 days following written notice thereof from the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this ContractCompany. B. The Subscribing Reinsurer will provide shall have no liability for Reinstatement Premium arising from Loss Occurrences commencing after termination. The premium due the Subscribing Reinsurer hereunder (1including any minimum premium) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify prorated based on the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities period of the Subscribing Reinsurer’s participation hereon, and the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contractshall immediately return any excess premium received. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term ArticleCommencement & Termination provisions, the Company, at the request of the Insured, in the Insured's sole discretion, will Company may terminate a Subscribing Reinsurer's percentage share in this Contract at any time Agreement immediately by giving the subscribing Reinsurer 30 days prior written notice effective upon receipt to the Subscribing Reinsurer by certified mail in the event any of the following circumstances occur (each of the following, a "Termination Event"):occur: 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing subscribing Reinsurer has become, or has announced its intention to become, become merged with, acquired by or controlled by any other entity company, corporation or individual(s) not controlling the Subscribing subscribing Reinsurer's ’s operations previously; or 42. A State Insurance Department or other legal authority has ordered the Subscribing subscribing Reinsurer to cease writing business; or 53. The Subscribing subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, voluntary supervision or administration receivership (whether voluntary or involuntary), ) or proceedings have been instituted against the Subscribing subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, supervisor, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or 4. The subscribing Reinsurer has reinsured its entire liability, excepting internal reinsurance, under this Agreement without the Company’s prior written consent; or 5. The subscribing Reinsurer has ceased assuming new and renewal property and casualty treaty reinsurance business; or 6. The Subscribing subscribing Reinsurer fails to remit funds in accordance with the terms herein. B. The Company may, in its sole and absolute discretion, rescind the Special Termination outlined above by notifying the subscribing Reinsurer of the rescission in writing within ten days of the circumstances allowing Special Termination. In the event the Special Termination option is rescinded, this Agreement shall continue as if the Special Termination had not been invoked. C. Notwithstanding the Commencement & Termination provisions, the subscribing Reinsurer may terminate this Agreement immediately by giving the Company 30 days prior written notice by certified mail in the event any of the following circumstances occur: 1. The Company has become involved in a scheme of arrangement merged with, acquired by or similar proceeding controlled by any other company, corporation or individual(s) not controlling the Company’s operations previously; or 2. A State Insurance Department or other legal authority has ordered the Company to cease writing business; or 3. The Company has become insolvent or has been placed into liquidation, voluntary supervision or receivership (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations under this Contract to another insurance company, person or entity without the consent of proceedings have been instituted against the Company and for the Insured (an "Insurance Business Transfer") appointment of a receiver, liquidator, rehabilitator, conservator or proposes trustee in bankruptcy, or initiates any division other agent known by whatever name, to take possession of itself into two its assets or more entities, corporations or companies pursuant to a division or plan control of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately prior to such division (a "Statutory Division")its operations; or 74. The Subscribing Reinsurer has reinsured Company ceases writing its entire liability under this Contract with an unaffiliated entity or entities without the Company's prior written consent; or 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance Residential Property and Casualty business; or 95. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a contingent basis or is otherwise provided Company fails to remit funds in accordance with financial incentives based on the quantum of claims paid; orterms herein. 106. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company Company’s A.M. Best’s rating falls below C or the Insured) or has failed to comply with Company’s policyholder’s surplus decreases by more than 50% from the funding requirements set forth value reported in the Trust Account Creation and Funding Provisions Article; or 12. With respect to a Subscribing Reinsurer that is assigned an insurer Company’s statutory financial strength rating ("Rating") of A- or above by A.M. Best statement as of the effective dateJune 30, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements shall be prepared by an independent certified public accountant and will also notify the Company if a Termination Event has occurred within five (5) days of such occurrence2004. C. Notwithstanding The subscribing Reinsurer may, in its sole and absolute discretion, rescind the termination Special Termination outlined above by notifying the Company of the rescission in writing within ten days of the circumstances allowing Special Termination. In the event the Special Termination option is rescinded, this Contract for any reason, the provisions of this Contract Agreement shall continue to apply indefinitely to all obligations and liabilities of as if the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy), including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this ContractSpecial Termination had not been invoked. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.

Special Termination. A. Notwithstanding the provisions of the Term Article, the Company, at the request of the Insured, in the Insured's sole discretion, will The Company may terminate a Subscribing Reinsurer's ’s percentage share in this Contract at any time by giving written notice effective upon receipt to the Subscribing Reinsurer in the event of any of the following circumstances occur (each of the following, a "Termination Event"):circumstances: 1. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), on the effective date of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) 12 months prior to that date; or 2. Either the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's policyholders' surplus (or its equivalent under the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's accounting system), at any time during the term of this Contract, has been reduced by 25.0% or more of the amount of surplus (or the applicable equivalent) at the date of the Subscribing Reinsurer's or the Subscribing Reinsurer's group or holding company's most recent financial statement filed with regulatory authorities and available to the public as of the effective date of this Contract; or 3. The Subscribing Reinsurer has become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling the Subscribing Reinsurer's operations previously; orceases underwriting operations. 42. A State Insurance Department state insurance department or other legal authority has ordered orders the Subscribing Reinsurer to cease writing business; or, or the Subscribing Reinsurer is placed under regulatory supervision. 53. The Subscribing Reinsurer has become insolvent or has been placed into liquidation, receivership, supervision liquidation or administration receivership (whether voluntary or involuntary), or proceedings there have been instituted against the Subscribing Reinsurer it proceedings for the appointment of a receiver, liquidator, rehabilitator, supervisorconservator, administrator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations; or. 4. The Subscribing Reinsurer’s policyholders’ surplus (or the equivalent under the Subscribing Reinsurer’s accounting system) as reported in such financial statements of the Subscribing Reinsurer as designated by the Company, has been reduced by 20% of the amount thereof at any date during the prior 12-month period (including the period prior to the inception of this Contract). This paragraph shall not apply should the Subscribing Reinsurer continue to have an A.M. Best’s rating of “A+.” 5. The Subscribing Reinsurer has merged with or has become acquired or controlled by any company, corporation, or individual(s) not controlling the Subscribing Reinsurer’s operations at the inception of this Contract. 6. The Subscribing Reinsurer has become involved in a scheme of arrangement or similar proceeding (whether voluntary or involuntary) which enables the Subscribing Reinsurer to settle retroceded its claims liabilities, including but not limited to any estimated or undetermined claims liabilities under this Contract, on an accelerated basis (a "Scheme of Arrangement"), invokes or requests any court or governmental authority to assign, novate or transfer its obligations entire liability under this Contract to another insurance company, person or entity without the consent of the Company and the Insured (an "Insurance Business Transfer") or proposes or initiates any division of itself into two or more entities, corporations or companies pursuant to a division or plan of division under any statute or regulation pursuant to which assets and liabilities of the Subscribing Reinsurer are divided among newly created entities where any of the resulting entities that assumes the Subscribing Reinsurer's obligations under this Contract does not have a Rating from Standard & Poor's or A.M. Best that is equal to or higher than the Rating of the original Subscribing Reinsurer from such agency immediately Company’s prior to such division (a "Statutory Division"); orwritten consent. 7. The Subscribing Reinsurer has reinsured its entire liability under this Contract with been assigned an unaffiliated entity or entities without the Company's prior written consent; orA.M. Best’s rating of less than “A-” and/or an S&P rating of less than “BBB+.” However, as respects Underwriting Members of Lloyd’s, London, a Lloyd’s Market Rating of less than “A-” by A.M. Best and/or less than “BBB+” by S&P shall apply. 8. The Subscribing Reinsurer has ceased assuming new or renewal treaty reinsurance business; or 9. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated B. Termination shall be effected on a contingent run-off or cut-off basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 10. The Subscribing Reinsurer has failed to file annual, audited financial statements, prepared by an independent certified public accountant, with its insurance commissioner on or before June 30 for the year ended December 31 immediately preceding; or 11. The Subscribing Reinsurer has failed to comply with this Contract (and has failed to effectuate a cure for such noncompliance within twenty (20) business days of being notified to do so by the Company or the Insured) or has failed to comply with the funding requirements as set forth in the Trust Account Creation and Funding Provisions Term Article; or 12, at the sole discretion of the Company. With respect to a The reinsurance premium due the Subscribing Reinsurer that is assigned an insurer financial strength rating ("Rating") of A- or above by A.M. Best as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by A.M. Best or such Subscribing Reinsurer no longer maintains Ratings with A.M. Best; or With respect to a Subscribing Reinsurer that is assigned a Rating of A- or above by Standard & Poor's as of the effective date, or during the term of this Contract, such Subscribing Reinsurer's Rating is downgraded below A- by Standard & Poor's or such Subscribing Reinsurer no longer maintains Ratings with Standard & Poor's; or With respect to a Subscribing Reinsurer that is not assigned a Rating by ▇.▇. ▇▇▇▇ as of the effective date, A.M. Best establishes a Rating below A- during this Contract; or With respect to a Subscribing Reinsurer that is not assigned a Rating by Standard & Poor's as of the effective date, Standard & Poor's establishes a Rating below BBB+ during this Contract. B. The Subscribing Reinsurer will provide (1) quarterly financial statements and (2) annual audited financial statements, which annual audited financial statements hereunder shall be prepared by an independent certified public accountant and will also notify pro rated based on the Company if a Termination Event has occurred within five (5) days of such occurrence. C. Notwithstanding the termination of this Contract for any reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities of the parties incurred hereunder prior to such termination until all such obligations and liabilities are fully performed and discharged. Without limiting the generality of the foregoing, notwithstanding the termination of this Contract for any reason or for no reason, the provisions of this Contract shall continue to apply indefinitely to all obligations and liabilities period of the Subscribing Reinsurer’s participation hereon, and the Subscribing Reinsurer for Aggregate Losses (as defined in the Policy)shall immediately return any excess reinsurance premium received. Effective: July 1, including Losses (as defined in the Policy) on Covered Loans (as defined in the Policy) that Default (as defined in the Policy) on or prior to the date of termination of this Contract. D. Any termination of this Contract pursuant to this Article or otherwise is in addition to and not in lieu of any other rights2008 DOC: August 21, remedies or causes of action which the Company or the Insured may have under this Contract, under any other agreement or pursuant to applicable law.2008