Common use of Effect of Termination or Non-Renewal Clause in Contracts

Effect of Termination or Non-Renewal. 34.1 In the event that notice of termination of the Agreement is served by the Following Underwriters or the Consortium Manager under Sub-section 33.1, the Consortium Manager and the Following Underwriters agree that at any time during the period of such notice of termination of the Agreement: 34.1.1 the Consortium Manager shall have no authority to extend the period of insurance or cancel and replace under the Agreement insurances already bound without the prior written consent of the Following Underwriters; 34.1.2 the Following Underwriters shall have the right to instruct the Consortium Manager, by written notice sent to the Consortium Manager, to cease forthwith to offer terms, hold covered or bind insurances (other than insurances that the Consortium Manager is legally obliged to bind); 34.2 Once the Agreement has terminated (in accordance with Section 33 or by reason of non-renewal of the Agreement) the Consortium Manager shall: 34.2.1 except as stated in Sub-section 34.4, have no authority to offer terms, bind insurances, renew, cancel, extend, amend or alter in any way insurances already bound without the prior written consent of the Following Underwriters; 34.2.2 shall continue to perform its obligations in accordance with the terms and conditions of the Agreement until every insurance bound under the Agreement has expired or has otherwise been cancelled or terminated and, in respect of claims arising under such insurances, until all such claims have been paid or otherwise resolved unless otherwise instructed in writing by the Following Underwriters; 34.3 Where the Agreement has automatically terminated pursuant to Sub-section 33.5.7 or Sub-section 33.5.8, and/or because the Consortium Manager otherwise ceases to have the required authorisation or right (or any relevant exemption therefrom), the Consortium Manager will not be under the duty referred to in Sub-section 34.2.2 if its obligations under the Agreement would, if performed, cause it to be in breach of any applicable regulatory prohibition or (as the case may be) the terms of any written direction or order for immediate termination received from the Lloyd's Franchise Board. In such circumstances the Consortium Manager shall be under a duty to co- operate with and implement all reasonable instructions from the Following Underwriters to effect the transfer of servicing of the insurances bound by the Consortium Manager to the Following Underwriters or to such parties as the Following Underwriters may appoint; 34.4 In the event of non-renewal of the Agreement, with effect from the date of non-renewal, the Consortium Manager shall retain the authority under the Agreement to cancel, amend or alter (but not extend the period of or renew) insurances already bound until every such insurance has expired or has otherwise been cancelled or terminated and, in respect of claims arising under such insurances, until all such claims have been paid or otherwise resolved; 34.5 The termination of the Agreement, howsoever arising, shall be without prejudice to the rights and obligations of the parties which may have accrued prior to the date of such termination or the continuation of any provision expressly stated to survive or implicitly surviving termination.

Effect of Termination or Non-Renewal. 34.1 In the event that 32.1 Immediately upon receipt of notice of termination of the Agreement is being served by either party to the Following Underwriters or Agreement the Consortium Manager under Sub-section 33.1, the Consortium Manager and the Following Underwriters agree that at any time during the period of such notice of termination of the AgreementService Company Coverholder shall: 34.1.1 the Consortium Manager shall 32.1.1 have no authority to offer terms, hold covered, bind insurances (other than insurances that the Service Company Coverholder is legally obliged to bind), extend the period of insurance or cancel and replace under the Agreement insurances already bound without the prior written consent of the Following Underwriters; 34.1.2 the Following Underwriters shall have the right to instruct the Consortium Manager, by 32.1.2 give written notice sent to the Consortium Manager, any sub-coverholders appointed under Section 5 above to cease forthwith to offer terms, hold covered or bind insurances (other than insurances that the Consortium Manager is legally obliged to bindterminate any written agreement(s) with those sub-coverholder(s); 34.2 32.2 Once the Agreement has terminated (in accordance with Section 33 31 or by reason of non-renewal of the Agreement) the Consortium Manager shallService Company Coverholder: 34.2.1 32.2.1 except as stated in Sub-section 34.4, 32.5 shall have no authority to offer terms, bind insurances, renew, cancel, extend, amend or alter in any way insurances already bound without the prior written consent of the Following Underwriters. Such written consent shall only be effective where it is not in contravention of local law; 34.2.2 32.2.2 shall continue to perform its obligations in accordance with the terms and conditions of the Agreement until every insurance bound under the Agreement has expired or has otherwise been cancelled or terminated and, in respect of claims arising under such insurances, until all such claims have been paid or otherwise resolved unless otherwise instructed in writing by the Following Underwriters. The Service Company Coverholder shall co-operate with any instructions from the Underwriters including any instruction to transfer the servicing of the Agreement to the Underwriters or to such parties as the Underwriters may appoint; 34.3 32.2.3 shall ensure that any electronic production of contract documentation and other documents evidencing cover ceases, and if such documents or other unused materials are provided as paper stocks by the Underwriters the Service Company Coverholder shall deliver all such documents it possesses in connection with the Agreement to the Underwriters or their appointed representative; 32.3 Where the Agreement has automatically terminated pursuant to Sub-section 33.5.7 or Sub-section 33.5.8, and/or because the Consortium Manager otherwise Service Company Coverholder ceases to have the required regulatory authorisation or right (or any relevant exemption therefrom), the Consortium Manager Service Company Coverholder will not be under the duty referred to in Sub-section 34.2.2 32.2.2 if its obligations under the Agreement would, if performed, cause it to be in breach of any applicable regulatory prohibition or (as the case may be) the terms of any written direction or order for immediate termination received from the Lloyd's Franchise Boardprohibition. In such circumstances the Consortium Manager Service Company Coverholder shall be under a duty to co- co-operate with and implement all reasonable instructions from the Following Underwriters to effect the transfer of servicing of the insurances bound by the Consortium Manager Service Company Coverholder to the Following Underwriters or to such parties as the Following Underwriters may appoint; 34.4 32.4 The Underwriters’ rights to receive monies due in respect of insurances bound shall not be impaired by any of the provisions of this Section 32 and the Service Company Coverholder agrees not to challenge these rights provided always that, if the Underwriters at their written option collect monies from insurance brokers or other insurance intermediaries, insureds or others from whom monies may be due in respect of insurances bound, the Underwriters shall give the Service Company Coverholder credit for such sums in account; 32.5 In the event of non-renewal of the Agreement, with effect from the date of non-renewalrenewal unless the Underwriters instruct the Service Company Coverholder otherwise, in writing, the Consortium Manager Service Company Coverholder shall retain the authority under the Agreement to cancel, amend or alter (but not extend the period of or renew) insurances already bound until every such insurance has expired or has otherwise been cancelled or terminated and, in respect of claims arising under such insurances, until all such claims have been paid or otherwise resolved; 34.5 The termination of the Agreement, howsoever arising, shall be without prejudice to the rights and obligations of the parties which may have accrued prior to the date of such termination or the continuation of any provision expressly stated to survive or implicitly surviving termination.

Effect of Termination or Non-Renewal. 34.1 In the event 46.1 The Parties agree that notice clause 25 (Effect of termination Termination) of the Framework Agreement is served shall be incorporated by the Following Underwriters or the Consortium Manager under Sub-section 33.1reference into this Agreement, the Consortium Manager and the Following Underwriters agree that at any time during the period of such notice of termination Exit Plan referred to in clause 25.3 of the Framework Agreement shall be the document contained in Schedule 4 (Exit Plan) of this Agreement:. 34.1.1 the Consortium Manager shall have no authority to extend the period of insurance or cancel and replace under the Agreement insurances already bound without the prior written consent of the Following Underwriters; 34.1.2 the Following Underwriters shall have the right to instruct the Consortium Manager, by written notice sent to the Consortium Manager, to cease forthwith to offer terms, hold covered or bind insurances (other than insurances that the Consortium Manager is legally obliged to bind); 34.2 46.2 Once the this Agreement has terminated (in accordance with Section 33 Clause 45 or by reason of non-renewal of the this Agreement) the Consortium Manager shallCoverholder: 34.2.1 (a) except as stated in Sub-section 34.4, Clause 46.4 shall have no authority to offer terms, bind insurancesProducts, renew, cancel, extend, amend or alter in any way insurances Products already bound without the prior written consent of the Following Underwriters;Underwriter. Such written consent shall only be effective where it is not in contravention of Applicable Law; and 34.2.2 (b) shall continue ensure that any electronic production of contract documentation and other documents evidencing cover ceases, and if such documents or other unused materials are provided as paper stocks by the Underwriter, the Coverholder shall deliver all such documents it possesses in connection with this Agreement to perform the Underwriter or its obligations in accordance with the terms and conditions of the Agreement until every insurance bound under the Agreement has expired or has otherwise been cancelled or terminated and, appointed representative. 46.3 The Underwriter’s rights to receive monies due in respect of claims arising under such insurancesProducts bound shall not be impaired by any of the provisions of this Clause 46 and the Coverholder agrees not to challenge these rights provided always that, until all such claims have been paid if the Underwriter at its written option collects monies from brokers or otherwise resolved unless otherwise instructed other intermediaries, Product holders or others from whom monies may be due in writing by the Following Underwriters; 34.3 Where the Agreement has automatically terminated pursuant to Sub-section 33.5.7 or Sub-section 33.5.8, and/or because the Consortium Manager otherwise ceases to have the required authorisation or right (or any relevant exemption therefrom)respect of Products bound, the Consortium Manager will not be under Underwriter shall give the duty referred to Coverholder credit for such sums in Sub-section 34.2.2 if its obligations under the Agreement would, if performed, cause it to be in breach of any applicable regulatory prohibition or (as the case may be) the terms of any written direction or order for immediate termination received from the Lloyd's Franchise Board. In such circumstances the Consortium Manager shall be under a duty to co- operate with and implement all reasonable instructions from the Following Underwriters to effect the transfer of servicing of the insurances bound by the Consortium Manager to the Following Underwriters or to such parties as the Following Underwriters may appoint;account. 34.4 46.4 In the event of non-renewal of the this Agreement, with effect from the date of non-renewal, the Consortium Manager Coverholder shall retain the authority under the this Agreement to cancel, amend or alter (but not extend the period of or renew) insurances Product already bound until every such insurance has expired or has otherwise been cancelled or terminated and, and in respect of claims arising under such insurances, until all such claims have been paid or otherwise resolved; 34.5 The termination of Products for the Agreement, howsoever arising, shall be without prejudice to the rights and obligations of the parties which may have accrued prior to the date of such termination or the continuation duration of any provision expressly stated to survive or implicitly surviving terminationrun-off period.

Effect of Termination or Non-Renewal. 34.1 37.1 In the event that notice of termination of the Agreement is served by either party to the Following Underwriters or Agreement the Consortium Manager under Sub-section 33.1, the Consortium Manager Coverholder and the Following Underwriters agree that at any time during the period of such notice of termination of the Agreement: 34.1.1 37.1.1 the Consortium Manager Coverholder shall have no authority to extend the period of insurance or cancel and replace under the Agreement insurances already bound without the prior written consent of the Following Underwriters; 34.1.2 37.1.2 the Following Underwriters shall have the right to instruct the Consortium ManagerCoverholder, by written notice sent to the Consortium ManagerCoverholder, to cease forthwith to offer terms, hold covered or bind insurances Insurances (other than insurances that the Consortium Manager Coverholder is legally obliged to bind)) or to act in whole or in part as the Underwriters’ agent pursuant to the Agreement; 34.2 37.2 Once the Agreement has terminated (in accordance with Section 33 36 or by reason of non-renewal of the Agreement) the Consortium Manager shallCoverholder: 34.2.1 37.2.1 except as stated in Sub-section 34.4, 37.5 shall have no authority to offer terms, bind insurances, renew, cancel, extend, amend or alter in any way insurances already bound without the prior written consent of the Following Underwriters. Such written consent shall only be effective where it is not in contravention of local law; 34.2.2 37.2.2 shall continue to perform its obligations in accordance with the terms and conditions of the Agreement until every insurance bound under the Agreement has expired or has otherwise been cancelled or terminated and, in respect of claims arising under such insurances, until all such claims have been paid or otherwise resolved unless otherwise instructed in writing by the Following Underwriters. The Coverholder shall co-operate with any instructions from the Underwriters including any instruction to transfer the servicing of the Agreement to the Underwriters or to such parties as the Underwriters may appoint; 34.3 37.2.3 shall ensure that any electronic production of contract documentation and other documents evidencing cover ceases, and if such documents or other unused materials are provided as paper stocks by the Underwriters the Coverholder shall deliver all such documents it possesses in connection with the Agreement to the Underwriters or their appointed representative; 37.3 Where the Agreement has automatically terminated pursuant to Sub-section 33.5.7 or Sub-section 33.5.836.5.7, and/or because the Consortium Manager Coverholder otherwise ceases to have the required authorisation or right (or any relevant exemption therefrom), the Consortium Manager Coverholder will not be under the duty referred to in Sub-section 34.2.2 37.2.2 if its obligations under the Agreement would, if performed, cause it to be in breach of any applicable regulatory prohibition or (as the case may be) the terms of any written direction or order for immediate termination received from the Lloyd's Franchise Boardprohibition. In such circumstances the Consortium Manager Coverholder shall be under a duty to co- co-operate with and implement all reasonable instructions from the Following Underwriters to effect the transfer of servicing of the insurances bound by the Consortium Manager Coverholder to the Following Underwriters or to such parties as the Following Underwriters may appoint; 34.4 37.4 The Underwriters’ rights to receive monies due in respect of insurances bound shall not be impaired by any of the provisions of this Section 37 and the Coverholder agrees not to challenge these rights provided always that, if the Underwriters at their written option collect monies from insurance brokers or other insurance intermediaries, insureds or others from whom monies may be due in respect of insurances bound, the Underwriters shall give the Coverholder credit for such sums in account; 37.5 In the event of non-renewal of the Agreement, with effect from the date of non-renewalrenewal unless the Underwriters instruct the Coverholder otherwise, in writing, the Consortium Manager Coverholder shall retain the authority under the Agreement to cancel, amend or alter (but not extend the period of or renew) insurances already bound until every such insurance has expired or has otherwise been cancelled or terminated and, in respect of claims arising under such insurances, until all such claims have been paid or otherwise resolved; 34.5 The termination of the Agreement, howsoever arising, shall be without prejudice to the rights and obligations of the parties which may have accrued prior to the date of such termination or the continuation of any provision expressly stated to survive or implicitly surviving termination.

Effect of Termination or Non-Renewal. 34.1 37.1 In the event that notice of termination of the Agreement is served by either party to the Following Underwriters Agreement or in the Consortium Manager event that a notice of termination is given to the Coverholder under Sub-section 33.1Section 37A.4, the Consortium Manager Coverholder and the Following Underwriters agree that at any time during the period of such notice of termination of the Agreement: 34.1.1 37.1.1 the Consortium Manager Coverholder shall have no authority to extend the period of insurance or cancel and replace under the Agreement insurances already bound without the prior written consent of the Following Underwriters; 34.1.2 37.1.2 the Following Underwriters shall have the right to instruct the Consortium ManagerCoverholder, by written notice sent to the Consortium ManagerCoverholder, to cease forthwith to offer terms, hold covered or bind insurances Insurances (other than insurances that the Consortium Manager Coverholder is legally obliged to bind)) or to act in whole or in part as the Underwriters’ agent pursuant to the Agreement; 34.2 37.2 Once the Agreement has terminated (in accordance with Section 33 36 or Section 37A.4 or by reason of non-renewal of the Agreement) the Consortium Manager shallCoverholder: 34.2.1 37.2.1 except as stated in Sub-section 34.4, 37.5 shall have no authority to offer terms, bind insurances, renew, cancel, extend, amend or alter in any way insurances already bound without the prior written consent of the Following Underwriters. Such written consent shall only be effective where it is not in contravention of local law; 34.2.2 37.2.2 shall continue to perform its obligations in accordance with the terms and conditions of the Agreement until every insurance bound under the Agreement has expired or has otherwise been cancelled or terminated and, in respect of claims arising under such insurances, until all such claims have been paid or otherwise resolved unless otherwise instructed in writing by the Following Underwriters. The Coverholder shall co-operate with any instructions from the Underwriters including any instruction to transfer the servicing of the Agreement to the Underwriters or to such parties as the Underwriters may appoint; 34.3 37.2.3 shall ensure that any electronic production of contract documentation and other documents evidencing cover ceases, and if such documents or other unused materials are provided as paper stocks by the Underwriters the Coverholder shall deliver all such documents it possesses in connection with the Agreement to the Underwriters or their appointed representative; 37.3 Where the Agreement has automatically terminated pursuant to Sub-section 33.5.7 or Sub-section 33.5.836.5.7, and/or because the Consortium Manager Coverholder otherwise ceases to have the required authorisation or right (or any relevant exemption therefrom), the Consortium Manager Coverholder will not be under the duty referred to in Sub-section 34.2.2 37.2.2 if its obligations under the Agreement would, if performed, cause it to be in breach of any applicable regulatory prohibition or (as the case may be) the terms of any written direction or order for immediate termination received from the Lloyd's Franchise Boardprohibition. In such circumstances the Consortium Manager Coverholder shall be under a duty to co- co-operate with and implement all reasonable instructions from the Following Underwriters to effect the transfer of servicing of the insurances bound by the Consortium Manager Coverholder to the Following Underwriters or to such parties as the Following Underwriters may appoint; 34.4 37.4 The Underwriters’ rights to receive monies due in respect of insurances bound shall not be impaired by any of the provisions of this Section 37 and the Coverholder agrees not to challenge these rights provided always that, if the Underwriters at their written option collect monies from insurance brokers or other insurance intermediaries, insureds or others from whom monies may be due in respect of insurances bound, the Underwriters shall give the Coverholder credit for such sums in account; 37.5 In the event of non-renewal of the Agreement, with effect from the date of non-renewalrenewal unless the Underwriters instruct the Coverholder otherwise, in writing, the Consortium Manager Coverholder shall retain the authority under the Agreement to cancel, amend or alter (but not extend the period of or renew) insurances already bound until every such insurance has expired or has otherwise been cancelled or terminated and, in respect of claims arising under such insurances, until all such claims have been paid or otherwise resolved; 34.5 The termination of the Agreement, howsoever arising, shall be without prejudice to the rights and obligations of the parties which may have accrued prior to the date of such termination or the continuation of any provision expressly stated to survive or implicitly surviving termination.

Effect of Termination or Non-Renewal. 34.1 37.1 In the event that notice of termination of the Agreement is served by either party to the Following Underwriters Agreement or in the Consortium Manager event that a notice of termination is given to the Coverholder under Sub-section 33.1Section 37A.4, the Consortium Manager Coverholder and the Following Underwriters agree that at any time during the period of such notice of termination of the Agreement: 34.1.1 37.1.1 the Consortium Manager Coverholder shall have no authority to extend the period of insurance or cancel and replace under the Agreement insurances already bound without the prior written consent of the Following Underwriters; 34.1.2 37.1.2 the Following Underwriters shall have the right to instruct the Consortium ManagerCoverholder, by written notice sent to the Consortium ManagerCoverholder, to cease forthwith to offer terms, hold covered or bind insurances Insurances (other than insurances that the Consortium Manager Coverholder is legally obliged to bind)) or to act in whole or in part as the Underwriters’ agent pursuant to the Agreement; 34.2 37.2 Once the Agreement has terminated (in accordance with Section 33 36 or Section 37A.4 or by reason of non-renewal of the Agreement) the Consortium Manager shallCoverholder: 34.2.1 37.2.1 except as stated in Sub-section 34.4, 37.5 shall have no authority to offer terms, bind insurances, renew, cancel, extend, amend or alter in any way insurances already bound without the prior written consent of the Following Underwriters. Such written consent shall only be effective where it is not in contravention of local law; 34.2.2 37.2.2 shall continue to perform its obligations in accordance with the terms and conditions of the Agreement until every insurance bound under the Agreement has expired or has otherwise been cancelled or terminated and, in respect of claims arising under such insurances, until all such claims have been paid or otherwise resolved unless otherwise instructed in writing by the Following Underwriters. The Coverholder shall co-operate with any instructions from the Underwriters including any instruction to transfer the servicing of the Agreement to the Underwriters or to such parties as the Underwriters may appoint; 34.3 37.2.3 shall ensure that any electronic production of contract documentation and other documents evidencing cover ceases, and if such documents or other unused materials are provided as paper stocks by the Underwriters the Coverholder shall deliver all such documents it possesses in connection with the Agreement to the Underwriters or their appointed representative; 37.3 Where the Agreement has automatically terminated pursuant to Sub-section 33.5.7 or Sub-section 33.5.836.5.7, and/or because the Consortium Manager Coverholder otherwise ceases to have the required authorisation or right (or any relevant exemption therefrom), the Consortium Manager Coverholder will not be under the duty referred to in Sub-Sub- section 34.2.2 37.2.2 if its obligations under the Agreement would, if performed, cause it to be in breach of any applicable regulatory prohibition or (as the case may be) the terms of any written direction or order for immediate termination received from the Lloyd's Franchise Boardprohibition. In such circumstances the Consortium Manager Coverholder shall be under a duty to co- co-operate with and implement all reasonable instructions from the Following Underwriters to effect the transfer of servicing of the insurances bound by the Consortium Manager Coverholder to the Following Underwriters or to such parties as the Following Underwriters may appoint; 34.4 37.4 The Underwriters’ rights to receive monies due in respect of insurances bound shall not be impaired by any of the provisions of this Section 37 and the Coverholder agrees not to challenge these rights provided always that, if the Underwriters at their written option collect monies from insurance brokers or other insurance intermediaries, insureds or others from whom monies may be due in respect of insurances bound, the Underwriters shall give the Coverholder credit for such sums in account; 37.5 In the event of non-renewal of the Agreement, with effect from the date of non-renewalrenewal unless the Underwriters instruct the Coverholder otherwise, in writing, the Consortium Manager Coverholder shall retain the authority under the Agreement to cancel, amend or alter (but not extend the period of or renew) insurances already bound until every such insurance has expired or has otherwise been cancelled or terminated and, in respect of claims arising under such insurances, until all such claims have been paid or otherwise resolved; 34.5 The termination of the Agreement, howsoever arising, shall be without prejudice to the rights and obligations of the parties which may have accrued prior to the date of such termination or the continuation of any provision expressly stated to survive or implicitly surviving termination.

Effect of Termination or Non-Renewal. 34.1 37.1 In the event that notice of termination of the Agreement is served by either party to the Following Underwriters or Agreement the Consortium Manager under Sub-section 33.1, the Consortium Manager Coverholder and the Following Underwriters agree that at any time during the period of such notice of termination of the Agreement: 34.1.1 37.1.1 the Consortium Manager Coverholder shall have no authority to extend the period of insurance or cancel and replace under the Agreement insurances already bound without the prior written consent of the Following Underwriters; 34.1.2 37.1.2 the Following Underwriters shall have the right to instruct the Consortium ManagerCoverholder, by written notice sent to the Consortium ManagerCoverholder, to cease forthwith to offer terms, hold covered or bind insurances Insurances (other than insurances that the Consortium Manager Coverholder is legally obliged to bind)) or to act in whole or in part as the Underwriters’ agent pursuant to the Agreement; 34.2 37.2 Once the Agreement has terminated (in accordance with Section 33 36 or by reason of non-renewal of the Agreement) the Consortium Manager shallCoverholder: 34.2.1 37.2.1 except as stated in Sub-section 34.4, 37.5 shall have no authority to offer terms, bind insurances, renew, cancel, extend, amend or alter in any way insurances already bound without the prior written consent of the Following Underwriters. Such written consent shall only be effective where it is not in contravention of local law; 34.2.2 37.2.2 shall continue to perform its obligations in accordance with the terms and conditions of the Agreement until every insurance bound under the Agreement has expired or has otherwise been cancelled or terminated and, in respect of claims arising under such insurances, until all such claims have been paid or otherwise resolved unless otherwise instructed in writing by the Following Underwriters. The Coverholder shall co-operate with any instructions from the Underwriters including any instruction to transfer the servicing of the Agreement to the Underwriters or to such parties as the Underwriters may appoint; 34.3 37.2.3 shall ensure that any electronic production of contract documentation and other documents evidencing cover ceases, and if such documents or other unused materials are provided as paper stocks by the Underwriters the Coverholder shall deliver all such documents it possesses in connection with the Agreement to the Underwriters or their appointed representative; 37.3 Where the Agreement has automatically terminated pursuant to Sub-section 33.5.7 or Sub-section 33.5.836.5.7, and/or because the Consortium Manager Coverholder otherwise ceases to have the required authorisation or right (or any relevant exemption therefrom), the Consortium Manager Coverholder will not be under the duty referred to in Sub-Sub- section 34.2.2 37.2.2 if its obligations under the Agreement would, if performed, cause it to be in breach of any applicable regulatory prohibition or (as the case may be) the terms of any written direction or order for immediate termination received from the Lloyd's Franchise Boardprohibition. In such circumstances the Consortium Manager Coverholder shall be under a duty to co- co-operate with and implement all reasonable instructions from the Following Underwriters to effect the transfer of servicing of the insurances bound by the Consortium Manager Coverholder to the Following Underwriters or to such parties as the Following Underwriters may appoint; 34.4 37.4 The Underwriters’ rights to receive monies due in respect of insurances bound shall not be impaired by any of the provisions of this Section 37 and the Coverholder agrees not to challenge these rights provided always that, if the Underwriters at their written option collect monies from insurance brokers or other insurance intermediaries, insureds or others from whom monies may be due in respect of insurances bound, the Underwriters shall give the Coverholder credit for such sums in account; 37.5 In the event of non-renewal of the Agreement, with effect from the date of non-renewalrenewal unless the Underwriters instruct the Coverholder otherwise, in writing, the Consortium Manager Coverholder shall retain the authority under the Agreement to cancel, amend or alter (but not extend the period of or renew) insurances already bound until every such insurance has expired or has otherwise been cancelled or terminated and, in respect of claims arising under such insurances, until all such claims have been paid or otherwise resolved; 34.5 The termination of the Agreement, howsoever arising, shall be without prejudice to the rights and obligations of the parties which may have accrued prior to the date of such termination or the continuation of any provision expressly stated to survive or implicitly surviving termination.

Effect of Termination or Non-Renewal. 34.1 In the event 46.1 The Parties agree that notice clause 25 (Effect of termination Termination) of the Framework Agreement is served shall be incorporated by the Following Underwriters or the Consortium Manager under Sub-section 33.1reference into this Agreement, the Consortium Manager and the Following Underwriters agree that at any time during the period of such notice of termination Exit Plan referred to in clause 25.3 of the Framework Agreement shall be the document contained in Schedule 5 (Exit Plan) of this Agreement:. 34.1.1 the Consortium Manager shall have no authority to extend the period of insurance or cancel and replace under the Agreement insurances already bound without the prior written consent of the Following Underwriters; 34.1.2 the Following Underwriters shall have the right to instruct the Consortium Manager, by written notice sent to the Consortium Manager, to cease forthwith to offer terms, hold covered or bind insurances (other than insurances that the Consortium Manager is legally obliged to bind); 34.2 46.2 Once the this Agreement has terminated (in accordance with Section 33 Clause 45 or by reason of non-renewal of the this Agreement) the Consortium Manager shallCoverholder: 34.2.1 (a) except as stated in Sub-section 34.4, Clause 46.4 shall have no authority to offer terms, bind insurancesProducts, renew, cancel, extend, amend or alter in any way insurances Products already bound without the prior written consent of the Following Underwriters;Underwriter. Such written consent shall only be effective where it is not in contravention of Applicable Law; and 34.2.2 (b) shall continue ensure that any electronic production of contract documentation and other documents evidencing cover ceases, and if such documents or other unused materials are provided as paper stocks by the Underwriter, the Coverholder shall deliver all such documents it possesses in connection with this Agreement to perform the Underwriter or its obligations in accordance with the terms and conditions of the Agreement until every insurance bound under the Agreement has expired or has otherwise been cancelled or terminated and, appointed representative. 46.3 The Underwriter’s rights to receive monies due in respect of claims arising under such insurancesProducts bound shall not be impaired by any of the provisions of this Clause 46 and the Coverholder agrees not to challenge these rights provided always that, until all such claims have been paid if the Underwriter at its written option collects monies from brokers or otherwise resolved unless otherwise instructed other intermediaries, Product holders or others from whom monies may be due in writing by the Following Underwriters; 34.3 Where the Agreement has automatically terminated pursuant to Sub-section 33.5.7 or Sub-section 33.5.8, and/or because the Consortium Manager otherwise ceases to have the required authorisation or right (or any relevant exemption therefrom)respect of Products bound, the Consortium Manager will not be under Underwriter shall give the duty referred to Coverholder credit for such sums in Sub-section 34.2.2 if its obligations under the Agreement would, if performed, cause it to be in breach of any applicable regulatory prohibition or (as the case may be) the terms of any written direction or order for immediate termination received from the Lloyd's Franchise Board. In such circumstances the Consortium Manager shall be under a duty to co- operate with and implement all reasonable instructions from the Following Underwriters to effect the transfer of servicing of the insurances bound by the Consortium Manager to the Following Underwriters or to such parties as the Following Underwriters may appoint;account. 34.4 46.4 In the event of non-renewal of the this Agreement, with effect from the date of non-renewal, the Consortium Manager Coverholder shall retain the authority under the this Agreement to cancel, amend or alter (but not extend the period of or renew) insurances Product already bound until every such insurance has expired or has otherwise been cancelled or terminated and, and in respect of claims arising under such insurances, until all such claims have been paid or otherwise resolved; 34.5 The termination of Products for the Agreement, howsoever arising, shall be without prejudice to the rights and obligations of the parties which may have accrued prior to the date of such termination or the continuation duration of any provision expressly stated to survive or implicitly surviving terminationrun-off period.

Effect of Termination or Non-Renewal. 34.1 In the event that notice of termination of the Agreement is served by the Following Underwriters Service Companies or the Consortium Manager under Sub-section 33.1, the Consortium Manager and the Following Underwriters Service Companies agree that at any time during the period of such notice of termination of the Agreement: 34.1.1 the Consortium Manager shall have no authority to extend the period of insurance or cancel and replace under the Agreement insurances already bound without the prior written consent of the Following UnderwritersService Companies; 34.1.2 the Following Underwriters Service Companies shall have the right to instruct the Consortium Manager, by written notice sent to the Consortium Manager, to cease forthwith to offer terms, hold covered or bind insurances (other than insurances that the Consortium Manager is legally obliged to bind); 34.2 Once the Agreement has terminated (in accordance with Section 33 or by reason of non-non- renewal of the Agreement) the Consortium Manager shall: 34.2.1 except as stated in Sub-section 34.4, have no authority to offer terms, bind insurances, renew, cancel, extend, amend or alter in any way insurances already bound without the prior written consent of the Following UnderwritersService Companies; 34.2.2 shall continue to perform its obligations in accordance with the terms and conditions of the Agreement until every insurance bound under the Agreement has expired or has otherwise been cancelled or terminated and, in respect of claims arising under such insurances, until all such claims have been paid or otherwise resolved unless otherwise instructed in writing by the Following UnderwritersService Companies; 34.3 Where the Agreement has automatically terminated pursuant to Sub-section 33.5.7 or Sub-Sub- section 33.5.8, and/or because the Consortium Manager otherwise ceases to have the required authorisation or right (or any relevant exemption therefrom), the Consortium Manager will not be under the duty referred to in Sub-section 34.2.2 if its obligations under the Agreement would, if performed, cause it to be in breach of any applicable regulatory prohibition or (as the case may be) the terms of any written direction or order for immediate termination received from the Lloyd's Franchise Board's. In such circumstances circumstances, the Consortium Manager shall be under a duty to co- operate cooperate with and implement all reasonable instructions from the Following Underwriters Service Companies to effect the transfer of servicing of the insurances bound by the Consortium Manager to the Following Underwriters Service Companies or to such parties as the Following Underwriters Service Companies may appoint; 34.4 In the event of non-renewal of the Agreement, with effect from the date of non-renewal, the Consortium Manager shall retain the authority under the Agreement to cancel, amend or alter (but not extend the period of or renew) insurances already bound until every such insurance has expired or has otherwise been cancelled or terminated and, in respect of claims arising under such insurances, until all such claims have been paid or otherwise resolved; 34.5 The expiry or termination of the Agreement, howsoever arising, shall be without prejudice to the rights and obligations of the parties which may have accrued prior to the date of such termination or the continuation of any provision expressly stated to survive or implicitly surviving termination. However, for the avoidance of doubt, Sections 17 – 19.1, and Sections 20 – 32 shall survive termination or expiry of this Agreement.