Common use of Ceded Reinsurance Clause in Contracts

Ceded Reinsurance. The Borrower shall not, nor shall it permit any other Insurance Subsidiary to: (a) enter into any Reinsurance Agreement in respect of ceded risk in excess of $5,000,000 with any Person other than (i) another Insurance Subsidiary, (ii) any Person for which the most recently published rating by Best is “B+” or higher or, if such Person is not rated by Best, which has a Statutory Surplus (or the equivalent thereof) of not less than $100,000,000, (iii) any Person that posts security under such Reinsurance Agreement in an amount equal to the total liabilities assumed by such Person, through a letter of credit issued by an “authorized bank” (as such term is defined by the Applicable Insurance Regulatory Authority) or cash collateral deposit or (iv) any other reinsurers acceptable to the Administrative Agent, provided however, that for purposes of the foregoing clause (ii), any “NA” designation shall not be considered a rating of Best; (b) enter into any Reinsurance Agreement or Reinsurance Agreements with Lloyd’s of London if the aggregate amount of reinsurance ceded thereby would exceed 15% of the aggregate premium volume of reinsurance ceded by the Insurance Subsidiaries; (c) enter into any Surplus Relief Reinsurance except with another Insurance Subsidiary; or (d) enter into any Reinsurance Agreement or Reinsurance Agreements if such Reinsurance Agreements will result in a 20% or more reduction of net premium volume for the Insurance Subsidiaries in any 12-month period.

Ceded Reinsurance. The Borrower shall State Auto Mutual will not, nor shall will it permit any other Insurance Subsidiary Entity to: (a) enter into any Reinsurance Agreement in respect of ceded risk in excess of $5,000,000 with any Person other than (i) another Insurance SubsidiaryEntity, (ii) any Person for which the most recently published rating by A.M. Best & Co. is “"B+” " or higher or, if such Person is not rated by BestA.M. Best & Co., which has a Statutory Surplus (or the equivalent thereof) of not less than $100,000,000, (iii) any Person that posts security under such Reinsurance Agreement in an amount equal to the total liabilities assumed by such Person, through a letter of credit issued by an “"authorized bank” " (as such term is defined by the Applicable Insurance Regulatory Authority) or cash collateral deposit or (iv) any other reinsurers acceptable to the Administrative Agent, provided PROVIDED however, that for purposes of the foregoing clause (ii), any “"NA” " designation shall not be considered a rating of BestA.M. Best & Co.; (b) enter into any Reinsurance Agreement or Reinsurance Agreements with Lloyd’s 's of London if the aggregate amount of reinsurance ceded thereby would exceed 15% of the aggregate premium volume of reinsurance ceded by the Insurance Subsidiaries;Entities. (c) enter into any Surplus Relief Reinsurance except with another Insurance SubsidiaryEntity; or (d) enter into any Reinsurance Agreement or Reinsurance Agreements if such Reinsurance Agreements will result in a 20% or more reduction of net premium volume for the Insurance Subsidiaries Entities in any 12-month period.

Ceded Reinsurance. The Borrower shall State Auto Mutual will not, nor shall will it permit any other Insurance Subsidiary Entity to: (a) enter into any Reinsurance Agreement in respect of ceded risk in excess of $5,000,000 with any Person other than (i) another Insurance SubsidiaryEntity, (ii) any Person for which the most recently published rating by A.M. Best & Co. is “"B+” " or higher or, if such Person is not rated by BestA.M. Best & Co., which has a Statutory Surplus (or the equivalent thereof) of not less than $100,000,000, (iii) any Person that posts security under such Reinsurance Agreement in an amount equal to the total liabilities assumed by such Person, through a letter of credit issued by an “"authorized bank” " (as such term is defined by the Applicable Insurance Regulatory Authority) or cash collateral deposit or (iv) any other reinsurers acceptable to the Administrative Agent, provided however, that for purposes of the foregoing clause (ii), any “"NA” " designation shall not be considered a rating of BestA.M. Best & Co.; (b) enter into any Reinsurance Agreement or Reinsurance Agreements with Lloyd’s 's of London if the aggregate amount of reinsurance ceded thereby would exceed 15% of the aggregate premium volume of reinsurance ceded by the Insurance Subsidiaries;Entities. (c) enter into any Surplus Relief Reinsurance except with another Insurance SubsidiaryEntity; or (d) enter into any Reinsurance Agreement or Reinsurance Agreements if such Reinsurance Agreements will result in a 20% or more reduction of net premium volume for the Insurance Subsidiaries Entities in any 12-month period.

Ceded Reinsurance. The Borrower State Auto Mutual shall not, nor shall it permit any other Insurance Subsidiary Entity to: (a) enter into any Reinsurance Agreement in respect of ceded risk in excess of $5,000,000 with any Person other than (i) another Insurance SubsidiaryEntity, (ii) any Person for which the most recently published rating by A.M. Best & Co. is “"B+” " or higher or, if such Person is not rated by BestA.M. Best & Co., which has a Statutory Surplus (or the equivalent thereof) of not less than $100,000,000, (iii) any Person that posts security under such Reinsurance Agreement in an amount equal to the total liabilities assumed by such Person, through a letter of credit issued by an “"authorized bank” " (as such term is defined by the Applicable Insurance Regulatory Authority) or cash collateral deposit or (iv) any other reinsurers acceptable to the Administrative Agent, provided however, that for purposes of the foregoing clause (ii), any “"NA” " designation shall not be considered a rating of BestA.M. Best & Co.; (b) enter into any Reinsurance Agreement or Reinsurance Agreements with Lloyd’s 's of London if the aggregate amount of reinsurance ceded thereby would exceed 15% of the aggregate premium volume of reinsurance ceded by the Insurance Subsidiaries;Entities. (c) enter into any Surplus Relief Reinsurance except with another Insurance SubsidiaryEntity; or (d) enter into any Reinsurance Agreement or Reinsurance Agreements if such Reinsurance Agreements will result in a 20% or more reduction of net premium volume for the Insurance Subsidiaries Entities in any 12-month period.

Ceded Reinsurance. The Borrower shall not, nor shall it permit any other Insurance Subsidiary to: (a) enter into any Reinsurance Agreement in respect of ceded risk in excess of $5,000,000 10,000,000 with any Person other than (i) another Insurance Subsidiary, (ii) any Person for which the most recently published rating by Best is “B+B++” or higher or, if such Person is not rated by Best, which has a Statutory Surplus (or the equivalent thereof) of not less than $100,000,000500,000,000, (iii) any Person that posts security under such Reinsurance Agreement in an amount equal to the total liabilities assumed by such Person, through a letter of credit issued by an “authorized bank” (as such term is defined by the Applicable Insurance Regulatory Authority) or cash collateral deposit or (iv) any other reinsurers acceptable to the Administrative Agent, provided however, that for purposes of the foregoing clause (ii), any “NA” designation shall not be considered a rating of Best; (b) enter into any Reinsurance Agreement or Reinsurance Agreements with Lloyd’s of London if the aggregate amount of reinsurance ceded thereby would exceed 15% of the aggregate premium volume of reinsurance ceded by the Insurance Subsidiaries;. (c) enter into any Surplus Relief Reinsurance except with another Insurance Subsidiary; provided that the Insurance Subsidiaries identified on Schedule 6.06 may continue to maintain (and from time to time replace so long as the amount thereof does not increase) the Surplus Relief Reinsurance in effect on the date hereof and described on Schedule 6.06; or (d) enter into any Reinsurance Agreement or Reinsurance Agreements if such Reinsurance Agreements will result in a 20% or more reduction of net premium volume for the Insurance Subsidiaries in any 12-month period.

Ceded Reinsurance. The Borrower shall not, nor shall it permit any other Insurance Subsidiary to: (a) enter into any Reinsurance Agreement (or any amendment or other modification thereof) in respect of ceded risk in excess of $5,000,000 with any Person other than (i) another Insurance SubsidiaryState Auto Pooled Company, (ii) any Person for which the most recently published financial strength rating by Best is “B+” or higher or, if such Person is not rated by Best, which has a Statutory Surplus (or the equivalent thereof) of not less than $100,000,000, (iii) any Person that posts sufficient security under such Reinsurance Agreement in an amount equal or pursuant to the total liabilities assumed by such Person, through a letter of credit issued by an “authorized bank” (as such term is defined Applicable Insurance Code in form and substance required by the Applicable Insurance Code or acceptable to the Applicable Regulatory Authority) or cash collateral deposit Authority or (iv) any other reinsurers acceptable to the Administrative Agent, provided however, that for purposes of the foregoing clause (ii), any “NA” designation shall not be considered a rating of Best; (b) enter into any Reinsurance Agreement or Reinsurance Agreements with Lloyd’s of London if the aggregate amount of reinsurance ceded thereby would exceed 1525% of the aggregate premium volume of reinsurance ceded by the Borrower and its Insurance Subsidiaries; (c) enter into any Surplus Relief Reinsurance except with another Insurance SubsidiaryState Auto Pooled Company; or (d) enter into any Reinsurance Agreement or Reinsurance Agreements if such Reinsurance Agreements will result in a 20% or more reduction of the aggregate net premium volume written premiums for the Borrower and its Insurance Subsidiaries Subsidiaries, taken as a whole, in any 12-month period.

Ceded Reinsurance. The Borrower shall notNo Loan Party shall, nor shall it permit any other Insurance Subsidiary to: (a) enter into any Reinsurance Agreement in respect of ceded risk in excess of $5,000,000 with any Person other than (i) another Insurance Subsidiary, (ii) any Person for which the most recently published financial strength rating by Best is “B+” or higher or, if such Person is not rated by Best, which has a Statutory Surplus (or the equivalent thereofthereof with respect to a Person not domiciled in the United States) of not less than $100,000,000, (iii) any Person that posts security under such Reinsurance Agreement in an amount equal to the total liabilities assumed by such Person, through a letter of credit issued by an “authorized bank” (as such term is defined by the Applicable Insurance Regulatory Authority) or cash collateral deposit or (iv) any other reinsurers acceptable to the Administrative AgentLender, provided however, that for purposes of the foregoing clause (ii), any “NA” designation shall not be considered a rating of Best; (b) enter into any Reinsurance Agreement or Reinsurance Agreements with Lloyd’s Lxxxx’x of London if the aggregate amount of reinsurance ceded thereby would exceed 1535% of the aggregate premium volume of reinsurance ceded by the Insurance Subsidiaries;; or (c) enter into any Surplus Relief Reinsurance except with another Insurance Subsidiary; or (d) enter into any Reinsurance Agreement or Reinsurance Agreements if such Reinsurance Agreements will result in a 20% or more reduction of net premium volume for provided that the Insurance Subsidiaries identified on Schedule 6.06 may continue to maintain (and from time to time replace so long as the amount thereof does not increase) the Surplus Relief Reinsurance in any 12-month periodeffect on the date hereof and described on Schedule 6.06.

Ceded Reinsurance. The Borrower shall not, nor shall it not permit any other Material Insurance Subsidiary to: (a) enter into any Reinsurance Agreement in respect of ceded risk in excess of $5,000,000 with any Person other than (i) another Insurance SubsidiaryCompany, (ii) any Person for which the most recently published financial strength rating by Best is “B+” or higher or, if such Person is not rated by Best, which has a Statutory Surplus (or the equivalent thereof) of not less than $100,000,000, (iii) any Person that posts security under such Reinsurance Agreement in an amount equal to the total liabilities assumed by such Person, through a letter of credit issued by an “authorized bank” (as such term is defined by the Applicable Insurance Regulatory Authority) or cash collateral deposit or (iv) any other reinsurers acceptable to the Administrative Agent, provided however, that for purposes of the foregoing clause (ii), any “NA” designation shall not be considered a rating of Best; (b) enter into any Reinsurance Agreement or Reinsurance Agreements with Lloyd’s of London if the aggregate amount of reinsurance ceded thereby would exceed 1530.0% of the aggregate premium volume of reinsurance ceded by the Insurance SubsidiariesCompanies; (c) enter into any Surplus Relief Reinsurance except with another Insurance SubsidiaryCompany; or (d) enter into any Reinsurance Agreement or Reinsurance Agreements if such Reinsurance Agreements will result in a 2020.0% or more reduction of net premium volume for the Insurance Subsidiaries Companies in any 12-month period.

Ceded Reinsurance. The Borrower shall not, nor shall it permit any other Insurance Subsidiary to: (a) enter into any Reinsurance Agreement in respect of ceded risk in excess of $5,000,000 with any Person other than (i) another Insurance Subsidiary, (ii) any Person for which the most recently published rating by Best is “B+” or higher or, if such Person is not rated by Best, which has a Statutory Surplus (or the equivalent thereof) of not less than $100,000,000, (iii) any Person that posts security under such Reinsurance Agreement in an amount equal to the total liabilities assumed by such Person, through a letter of credit issued by an “authorized bank” (as such term is defined by the Applicable Insurance Regulatory Authority) or cash collateral deposit or (iv) any other reinsurers acceptable to the Administrative Agent, provided however, that for purposes of the foregoing clause (ii), any “NA” designation shall not be considered a rating of Best; (b) enter into any Reinsurance Agreement or Reinsurance Agreements with Lloyd’s of London if the aggregate amount of reinsurance ceded thereby would exceed 15% of the aggregate premium volume of reinsurance ceded by the Insurance Subsidiaries;. (c) enter into any Surplus Relief Reinsurance except with another Insurance Subsidiary; or (d) enter into any Reinsurance Agreement or Reinsurance Agreements if such Reinsurance Agreements will result in a 20% or more reduction of net premium volume for the Insurance Subsidiaries in any 12-month period.

Ceded Reinsurance. The Borrower shall not, nor shall it not permit any other Material Insurance Subsidiary Company to: (a) enter into any Reinsurance Agreement in respect of ceded risk in excess of $5,000,000 with any Person other than (i) another Insurance SubsidiaryCompany, (ii) any Person for which the most recently published financial strength rating by Best is “B+” or higher or, if such Person is not rated by Best, which has a Statutory Surplus (or the equivalent thereof) of not less than $100,000,000, (iii) any Person that posts security under such Reinsurance Agreement in an amount equal to the total liabilities assumed by such Person, through a letter of credit issued by an “authorized bank” (as such term is defined by the Applicable Insurance Regulatory Authority) or cash collateral deposit or (iv) any other reinsurers acceptable to the Administrative Agent, provided however, that for purposes of the foregoing clause (ii), any “NA” designation shall not be considered a rating of Best; (b) enter into any Reinsurance Agreement or Reinsurance Agreements with Lloyd’s 's of London if the aggregate amount of reinsurance ceded thereby would exceed 1530.0% of the aggregate premium volume of reinsurance ceded by the Insurance SubsidiariesCompanies; (c) enter into any Surplus Relief Reinsurance except with another Insurance SubsidiaryCompany; or (d) enter into any Reinsurance Agreement or Reinsurance Agreements if such Reinsurance Agreements will result in a 2020.0% or more reduction of net premium volume for the Insurance Subsidiaries Companies in any 12-month period.