Common use of Special Termination Clause in Contracts

Special Termination. A. The Company may terminate a Subscribing Reinsurer’s percentage share in this Contract at any time by giving written notice to the Subscribing Reinsurer in the event of any of the following circumstances: 1. The Subscribing Reinsurer ceases underwriting operations. Effective: January 1, 2007 5 of 28 DOC: April 19, 2007 2. A state insurance department or other legal authority orders the Subscribing Reinsurer to cease writing business, or the Subscribing Reinsurer is placed under regulatory supervision. 3. The Subscribing Reinsurer has become insolvent or has been placed into liquidation or receivership (whether voluntary or involuntary), or there have been instituted against it proceedings for the appointment of a receiver, liquidator, rehabilitator, conservator, trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations. 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 retroceded its entire liability under this Contract without the Company’s prior written consent. 7. The Subscribing Reinsurer has 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 run-off or cut-off basis, at the sole discretion of the Company. The reinsurance premium due the Subscribing Reinsurer hereunder (including any minimum or maximum reinsurance premium) shall be pro rated based on the period of the Subscribing Reinsurer’s participation hereon, and the Subscribing Reinsurer shall immediately return any excess reinsurance premium received.

Special Termination. A. The Company may terminate a Subscribing Reinsurer’s percentage share in this Contract at any time by giving written notice to the Subscribing Reinsurer in the event of any of the following circumstances: 1. The Subscribing Reinsurer ceases underwriting operations. Effective: January 1, 2007 5 of 28 DOC: April 19, 2007. 2. A state insurance department or other legal authority orders the Subscribing Reinsurer to cease writing business, or the Subscribing Reinsurer is placed under regulatory supervision. 3. The Subscribing Reinsurer has become insolvent or has been placed into liquidation or receivership (whether voluntary or involuntary), or there have been instituted against it proceedings for the appointment of a receiver, liquidator, rehabilitator, conservator, trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations. 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 retroceded its entire liability under this Contract without the Company’s prior written consent, except for retrocessions to members of the Subscribing Reinsurer’s holding company group. 7. The Subscribing Reinsurer has 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. A.M. Best and/or less than “BBB+” by S&P shall apply.) 8. 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. 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 post or maintain required collateral to secure its obligations as required under this Contract, and has not cured such deficiency within 30 days following written notice thereof from the Company. B. Termination The Subscribing Reinsurer shall be effected on a run-off or cut-off basis, at the sole discretion of the Companyhave no liability for Reinstatement Premium arising from Loss Occurrences commencing after termination. The reinsurance premium due the Subscribing Reinsurer hereunder (including any minimum or maximum reinsurance premium) shall be pro rated prorated based on the period of the Subscribing Reinsurer’s participation hereon, and the Subscribing Reinsurer shall immediately return any excess reinsurance premium received.

Special Termination. A. The Company may terminate a Subscribing Reinsurer’s percentage share in this Contract at any time by giving written notice to the Subscribing Reinsurer in the event of any of the following circumstances: 1. The Subscribing Reinsurer ceases underwriting operations. Effective: January 1, 2007 5 of 28 DOC: April 19, 2007. 2. A state insurance department or other legal authority orders the Subscribing Reinsurer to cease writing business, or the Subscribing Reinsurer is placed under regulatory supervision. 3. The Subscribing Reinsurer has become insolvent or has been placed into liquidation or receivership (whether voluntary or involuntary), or there have been instituted against it proceedings for the appointment of a receiver, liquidator, rehabilitator, conservator, trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations. 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).. Effective: January 1, 2019 U1G30006 6 of 36 DOC: December 17, 2018 ▇▇▇ ▇▇▇▇▇▇▇▇▇ 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 retroceded its entire liability under this Contract without the Company’s prior written consent. 7. The Subscribing Reinsurer has 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, ” or a Lloyd’s Market Rating ▇▇▇▇▇’▇ rating of less than “A-Baa1” by A. M. Best and/or less than “BBB+” by S&P shall applyor the Company’s total exposure to the Subscribing Reinsurer or to its parent company and its affiliates exceeds the Company’s Enterprise guidelines.) B. Termination shall be effected on a run-off or cut-off basis, at the sole discretion of the Company. The reinsurance premium due the Subscribing Reinsurer hereunder (including any minimum or maximum reinsurance premium) shall be pro rated prorated based on the period of the Subscribing Reinsurer’s participation hereonhereon applicable to the Contract Year in which termination occurs, and the Subscribing Reinsurer shall immediately return any excess reinsurance premium received.

Special Termination. A. The Company may terminate a Subscribing Reinsurer’s percentage share in this Contract at any time by giving written notice to the Subscribing Reinsurer in the event of any of the following circumstances: 1. The Subscribing Reinsurer ceases underwriting operations. Effective: January 1, 2007 5 of 28 DOC: April 19, 2007. 2. A state insurance department or other legal authority orders the Subscribing Reinsurer to cease writing business, or the Subscribing Reinsurer is placed under regulatory supervision. 3. The Subscribing Reinsurer has become insolvent or has been placed into liquidation or receivership (whether voluntary or involuntary), or there have been instituted against it proceedings for the appointment of a receiver, liquidator, rehabilitator, conservator, trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations. 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 retroceded its entire liability under this Contract without the Company’s prior written consent, except for retrocessions to members of the Subscribing Reinsurer’s holding company group. 7. The Subscribing Reinsurer has 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. A.M. Best and/or less than “BBB+” by S&P shall apply.) B. Termination shall be effected on a run-off or cut-off basis, basis at the sole discretion option of the CompanyCompany as outlined in the Term Article. The reinsurance premium due the Subscribing Reinsurer hereunder (including any minimum or maximum reinsurance premium) shall be pro rated prorated based on the period of the Subscribing Reinsurer’s participation hereon, and the Subscribing Reinsurer 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 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. D. The Company’s option to require commutation under paragraph C. above shall survive the termination or expiration of this Contract. 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.

Special Termination. A. The Company may terminate a Subscribing Reinsurer’s percentage share in this Contract at any time by giving written notice to the Subscribing Reinsurer in the event of any of the following circumstances: 1. The Subscribing Reinsurer ceases underwriting operations. Effective: January 1, 2007 5 of 28 DOC: April 19, 2007. 2. A state insurance department or other legal authority orders the Subscribing Reinsurer to cease writing business, or the Subscribing Reinsurer is placed under regulatory supervision. 3. The Subscribing Reinsurer has become insolvent or has been placed into liquidation or receivership (whether voluntary or involuntary), or there have been instituted against it proceedings for the appointment of a receiver, liquidator, rehabilitator, conservator, trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations. 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 retroceded its entire liability under this Contract without the Company’s prior written consent, except for retrocessions to members of the Subscribing Reinsurer’s holding company group. 7. The Subscribing Reinsurer has 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 run-off or cut-off basis, basis at the sole discretion option of the CompanyCompany as outlined in the Term Article. The reinsurance premium due the Subscribing Reinsurer hereunder (including any minimum or maximum reinsurance premium) shall be pro rated prorated based on the period of the Subscribing Reinsurer’s participation hereon, and the Subscribing Reinsurer 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 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. D. The Company’s option to require commutation under paragraph C. above shall survive the expiration or termination of this Contract.

Special Termination. A. The Company may terminate a Subscribing Reinsurersubscribing reinsurer’s percentage share in this Contract at any time by giving 90 days written notice to the Subscribing Reinsurer in subscribing reinsurer upon the event happening of any one of the following circumstances: 1. The Subscribing Reinsurer ceases underwriting operations. Effective: January 1, 2007 5 of 28 DOC: April 19, 2007 2. A state insurance department State Insurance Department or other legal authority orders the Subscribing Reinsurer subscribing reinsurer to cease writing business, or the Subscribing Reinsurer is placed under regulatory supervision.or 32. The Subscribing Reinsurer subscribing reinsurer has become insolvent or has been placed into liquidation or receivership (whether voluntary or involuntary), or there have has been instituted against it proceedings for the appointment of a receiver, liquidator, rehabilitator, conservator, or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations. 4, or 93948002-12 (1-1-12) 3. 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 For any date during the prior 12-month period (including the period not exceeding 12 months which commences no earlier than 12 months prior to the inception of this Contract)., the subscribing reinsurer’s policyholders’ surplus, as reported in the financial statements of the subscribing reinsurer (as respects a subscribing reinsurer domiciled outside the United States, policyholders’ surplus shall mean the sum of share capital and contributed capital as stated in the subscribing reinsurer’s audited financial statement) has been reduced by 20.0% or more, or 4. The subscribing reinsurer has become merged with, acquired or controlled by any company, corporation, or individual(s) not previously controlling the subscribing reinsurer’s operations or not previously under common control with the subscribing reinsurer, or 5. The Subscribing Reinsurer subscribing reinsurer has merged reinsured its entire liability under this Contract without the Company’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 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 other legal authority orders the Company to cease writing business, or 2. The Company has 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 receiver, liquidator, rehabilitator, conservator, or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations, or 3. The Company has become merged with, acquired or controlled by any company, corporation, or individual(s) not controlling the Subscribing Company’s operations previously. C. In the event of termination in accordance with paragraph A or B, above, or in accordance with paragraph F of the MATERIAL CHANGE ARTICLE, the following shall apply as respects reinsurance premium and reinsurance limits: 1. If terminated prior to or at the expiration of Contract Year 1, the reinsurance premium, including any minimum reinsurance premium, shall be prorated as of the termination date for Contract Year 1. The Reinsurer’s operations at limit of liability in respect of all losses occurring during the inception term of this ContractContract 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. 93948002-12 (1-1-12) 2. If terminated at any time during Contract Year 2 or Contract Year 3, the reinsurance premium shall be calculated as specified in the REINSURANCE PREMIUM ARTICLE for any full Contract Year prior to the termination date. For the Contract Year in which termination occurs, the reinsurance premium, including any minimum reinsurance premium, shall be prorated as of the termination date. The Reinsurer’s limit of liability in respect of 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 for that Contract Year. The Reinsurer’s limit of liability in respect of all losses occurring during the term of this Contract shall be equal to the limits available during the term of this Contract under the COVERAGE ARTICLE being $20,000,000 prorated as of the termination date and subject to a minimum of $10,000,000. 6. The Subscribing Reinsurer has retroceded its entire liability under D. In the event the Company terminates a subscribing reinsurer’s share in this Contract without under the provision of this Article, 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 known outstanding losses that have been reported to the subscribing reinsurer and allocated loss adjustment expense relating thereto, losses and allocated loss adjustment expense paid by the Company but not recovered from the subscribing reinsurer, reserves for losses incurred but not reported as per the Company’s prior written consent. 7. The Subscribing Reinsurer has been assigned an A.M. Best’s rating of less than “A-” and/or an S&P rating of less than “BBB+”. (Howeverstatutory accounts, unearned premium and any positive Notional Experience Account balance accrued by the Company, as respects Underwriting Members shown in the statement prepared by the Company, and any other balances or financial obligations. Within 30 days of Lloyd’sthe Company’s written request to fund, Londonthe subscribing reinsurer shall provide to the Company a clean, unconditional, evergreen, irrevocable letter of credit or 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 trust agreement which establishes a run-off or cut-off basis, at trust account for the sole discretion benefit of the Company. The reinsurance premium due method of funding must be acceptable to the Subscribing Reinsurer hereunder (including any minimum or maximum reinsurance premium) Company, shall be pro rated based on established with a financial institution suitable to the period 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’s participation hereon, subscribing reinsurer. The Company and the Subscribing Reinsurer 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 subscribing reinsurer. Notwithstanding the foregoing, the Company shall immediately return any excess reinsurance premium received.not require funding in accordance with this subparagraph in the event the subscribing reinsurer has otherwise fully funded its obligations under this Contract in a manner acceptable to the Company. 93948002-12 (1-1-12)

Special Termination. A. The Notwithstanding the provisions of Article II above, the Company may terminate a Subscribing Reinsurer’s percentage share in this Contract at any time by giving not less than 90 days prior written notice to the Subscribing Reinsurer in the event of any of the following circumstancescircumstances occur: 1. The Subscribing Reinsurer ceases underwriting operations. Effective: January 1, 2007 5 Reinsurer’s policyholders’ surplus at the inception of 28 DOC: April 19, 2007this Contract has been reduced by more than 20.0% of the amount of surplus 12 months prior to that date; or 2. The Subscribing Reinsurer’s policyholders’ surplus at any time during the term of this Contract has been reduced by more than 20.0% of the amount of surplus at the date of the Subscribing Reinsurer’s most recent financial statement filed with regulatory authorities and available to the public as of the inception of this Contract; or 3. The Subscribing Reinsurer’s A.M. Best’s rating has been assigned or downgraded below A- and/or Standard and Poor’s rating has been assigned or downgraded below BBB+; or 4. The Subscribing Reinsurer has become merged with, acquired by or controlled by any other company, corporation or individual(s) not controlling the Subscribing Reinsurer’s operations previously; or 5. A state insurance department State Insurance Department or other legal authority orders has ordered the Subscribing Reinsurer to cease writing business, or the Subscribing Reinsurer is placed under regulatory supervision.; or 36. The Subscribing Reinsurer has become insolvent or has been placed into liquidation or receivership (whether voluntary or involuntary), ) or there proceedings have been instituted against it proceedings the Subscribing Reinsurer for the appointment of a receiver, liquidator, rehabilitator, conservator, conservator or trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations. 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 retroceded its entire liability under this Contract without the Company’s prior written consent.; or 7. The Subscribing Reinsurer has 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 applyceased assuming new and renewal treaty reinsurance business.) B. Termination shall be effected on a run-off or cut-off basis, at the sole discretion of the Company. The reinsurance premium due the Subscribing Reinsurer hereunder (including any minimum or maximum reinsurance premium) shall be pro rated based on the period of the Subscribing Reinsurer’s participation hereon, and the Subscribing Reinsurer shall immediately return any excess reinsurance premium received.

Special Termination. A. The Company may terminate a Subscribing Reinsurer’s percentage share in this Contract at any time by giving written notice to the Subscribing Reinsurer in the event of any of the following circumstances: 1. The Subscribing Reinsurer ceases underwriting operations. Effective: January 1, 2007 5 of 28 DOC: April 19, 2007. 2. A state insurance department or other legal authority orders the Subscribing Reinsurer to cease writing business, or the Subscribing Reinsurer is placed under regulatory supervision. 3. The Subscribing Reinsurer has become insolvent or has been placed into liquidation or receivership (whether voluntary or involuntary), or there have been instituted against it proceedings for the appointment of a receiver, liquidator, rehabilitator, conservator, trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations. 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 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 retroceded its entire liability under this Contract without the Company’s prior written consent, except for retrocessions to members of the Subscribing Reinsurer’s holding company group. 7. The Subscribing Reinsurer has 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 Effective: June 1, 2021 DOC: July 8, 2021 Members of Lloyd’s, London, a Lloyd’s Market Rating of less than “A-” by A. M. A.M. Best and/or less than “BBB+” by S&P shall apply.) B. Termination shall be effected 8. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a run-off contingent basis or cut-off basisis otherwise provided with financial incentives based on the quantum of claims paid. 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 post or maintain required collateral to secure its obligations as required under this Contract, at the sole discretion of and has not cured such deficiency within 30 days following written notice thereof from the Company. 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. B. The reinsurance Subscribing Reinsurer shall have no liability for Reinstatement Premium arising from Loss Occurrences commencing after termination. The premium due the Subscribing Reinsurer hereunder (including any minimum or maximum reinsurance premium) shall be pro rated prorated based on the period of the Subscribing Reinsurer’s participation hereon, and the Subscribing Reinsurer shall immediately return any excess reinsurance premium received.

Special Termination. A. The Company may terminate a Subscribing Reinsurer’s percentage share in this Contract at any time by giving written notice to the Subscribing Reinsurer in the event of any of the following circumstances: 1. The Subscribing Reinsurer ceases underwriting operations. Effective: January 1, 2007 5 of 28 DOC: April 19, 2007. 2. A state insurance department or other legal authority orders the Subscribing Reinsurer to cease writing business, or the Subscribing Reinsurer is placed under regulatory supervision. 3. The Subscribing Reinsurer has become insolvent or has been placed into liquidation or receivership (whether voluntary or involuntary), or there have been instituted against it proceedings for the appointment of a receiver, liquidator, rehabilitator, conservator, trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations. 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 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 retroceded its entire liability under this Contract without the Company’s prior written consent, except for retrocessions to members of the Subscribing Reinsurer’s holding company group. 7. The Subscribing Reinsurer has 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 Effective: June 1, 2▇▇▇ ▇▇▇: July 8, 2021 Members of Lloyd’s, London, a Lloyd’s Market Rating of less than “A-” by A. M. A.M. Best and/or less than “BBB+” by S&P shall apply.) B. Termination shall be effected 8. The Subscribing Reinsurer has hired an unaffiliated runoff claims manager that is compensated on a run-off contingent basis or cut-off basisis otherwise provided with financial incentives based on the quantum of claims paid. 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 post or maintain required collateral to secure its obligations as required under this Contract, at the sole discretion of and has not cured such deficiency within 30 days following written notice thereof from the Company. 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. B. The reinsurance Subscribing Reinsurer shall have no liability for Reinstatement Premium arising from Loss Occurrences commencing after termination. The premium due the Subscribing Reinsurer hereunder (including any minimum or maximum reinsurance premium) shall be pro rated prorated based on the period of the Subscribing Reinsurer’s participation hereon, and the Subscribing Reinsurer shall immediately return any excess reinsurance premium received.

Special Termination. A. The Company may terminate a Subscribing Reinsurer’s percentage share in this Contract at any time by giving written notice to the Subscribing Reinsurer in the event of any of the following circumstances: 1. The Subscribing Reinsurer ceases underwriting operations. Effective: January 1, 2007 5 of 28 DOC: April 19, 2007. 2. A state insurance department or other legal authority orders the Subscribing Reinsurer to cease writing business, or the Subscribing Reinsurer is placed under regulatory supervision. 3. The Subscribing Reinsurer has become insolvent or has been placed into liquidation or receivership (whether voluntary or involuntary), or there have been instituted against it proceedings for the appointment of a receiver, liquidator, rehabilitator, conservator, trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations. 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).. Effective: June 1, 2020 DOC: July 10, 2020 5. The Subscribing Reinsurer has become, or has announced its intention to become, 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 retroceded its entire liability under this Contract without the Company’s prior written consent, except for retrocessions to members of the Subscribing Reinsurer’s holding company group. 7. The Subscribing Reinsurer has 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. A.M. Best and/or less than “BBB+” by S&P shall apply.) 8. 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. 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 post or maintain required collateral to secure its obligations as required under this Contract, and has not cured such deficiency within 30 days following written notice thereof from the Company. B. Termination The Subscribing Reinsurer shall be effected on a run-off or cut-off basis, at the sole discretion of the Companyhave no liability for Reinstatement Premium arising from Loss Occurrences commencing after termination. The reinsurance premium due the Subscribing Reinsurer hereunder (including any minimum or maximum reinsurance premium) shall be pro rated prorated based on the period of the Subscribing Reinsurer’s participation hereon, and the Subscribing Reinsurer shall immediately return any excess reinsurance premium received.

Special Termination. A. The Company may terminate a Subscribing Reinsurer’s percentage share in this Contract at any time by giving written notice to the Subscribing Reinsurer in the event of any of the following circumstances: 1. The Subscribing Reinsurer ceases underwriting operations. Effective: January 1, 2007 5 of 28 DOC: April 19, 2007. 2. A state insurance department or other legal authority orders the Subscribing Reinsurer to cease writing business, or the Subscribing Reinsurer is placed under regulatory supervision. 3. The Subscribing Reinsurer has become insolvent or has been placed into liquidation or receivership (whether voluntary or involuntary), or there have been instituted against it proceedings for the appointment of a receiver, liquidator, rehabilitator, conservator, trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations. 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 retroceded its entire liability under this Contract without the Company’s prior written consent, except for retrocessions to members of the Subscribing Reinsurer’s holding company group. 7. The Subscribing Reinsurer has 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. 8. The Subscribing Reinsurer has transferred or delegated its claims-paying authority, as respects business subject to this Contract, to an unaffiliated entity; however, agreement by a Lloyd’s syndicate to follow claim settlement procedures under the Lloyd’s Claims Scheme (Combined) shall not constitute a transfer or delegation of its claims-paying authority for purposes of this subparagraph. 9. The Subscribing Reinsurer engages in the process of Scheme of Arrangement or similar procedure related to this Contract, including but not limited to an insurance business transfer scheme pursuant to Part VII of the Financial Services and Markets Act 2000 (U.K.), as may be amended from time to time. 10. The Subscribing Reinsurer in any other way has assigned its interests or delegated its obligations under this Contract to an unaffiliated entity. 11. The Subscribing Reinsurer has failed to post or maintain required collateral to secure its obligations as required under this Contract, and has not cured such deficiency within 30 days following written notice thereof from the Company. 12. There is a severance or obstruction of free and unfettered communication and/or normal commercial and/or financial intercourse between the country in which the Company is incorporated and the country in which the Subscribing Reinsurer is incorporated or has its principal office, as a result of war, currency regulation, or any circumstance arising out of political, financial or economic emergency. 13. The Subscribing Reinsurer resides or is incorporated in countries where any regulation, whether by decree or otherwise, be enforced by the government which shall restrict or prohibit its performance of any or all of its obligations under this Contract or any contract in consideration of which this Contract has been completed. B. Termination The Subscribing Reinsurer shall be effected on a run-off or cut-off basis, at the sole discretion of the Companyhave no liability for Reinstatement Premium arising from Loss Occurrences commencing after termination. The reinsurance premium due the Subscribing Reinsurer hereunder (including any minimum or maximum reinsurance premium) shall be pro rated prorated based on the period of the Subscribing Reinsurer’s participation hereon, and the Subscribing Reinsurer shall immediately return any excess reinsurance premium received.

Special Termination. A. The Company may terminate a Subscribing Reinsurer’s percentage share in this Contract at any time by giving written notice to the Subscribing Reinsurer in the event of any of the following circumstances: 1. The Subscribing Reinsurer ceases underwriting operations. Effective: January 1, 2007 5 of 28 DOC: April 19, 2007. 2. A state insurance department or other legal authority orders the Subscribing Reinsurer to cease writing business, or the Subscribing Reinsurer is placed under regulatory supervision. 3. The Subscribing Reinsurer has become insolvent or has been placed into liquidation or receivership (whether voluntary or involuntary), or there have been instituted against it proceedings for the appointment of a receiver, liquidator, rehabilitator, conservator, trustee in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations. 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).. Effective: June 1, 2019 U8GR000C 5 of 25 DOC: June 7, 2019 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 retroceded its entire liability under this Contract without the Company’s prior written consent, except for retrocessions to members of the Subscribing Reinsurer’s holding company group. 7. The Subscribing Reinsurer has 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. A.M. Best and/or less than “BBB+” by S&P shall apply.) 8. 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. 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 post or maintain required collateral to secure its obligations as required under this Contract, and has not cured such deficiency within 30 days following written notice thereof from the Company. B. Termination The Subscribing Reinsurer shall be effected on a run-off or cut-off basis, at the sole discretion of the Companyhave no liability for Reinstatement Premium arising from Loss Occurrences commencing after termination. The reinsurance premium due the Subscribing Reinsurer hereunder (including any minimum or maximum reinsurance premium) shall be pro rated prorated based on the period of the Subscribing Reinsurer’s participation hereon, and the Subscribing Reinsurer shall immediately return any excess reinsurance premium received.