Common use of Special Termination Clause in Contracts

Special Termination. A. The Company, upon consultation with and approval of the Original Insured (which approval shall not be unreasonably withheld), may terminate a Reinsurer's quota share participation in this Contract on a cut-off basis, effective as of the Premium Payment Date of the month in which the cancellation notice is sent, at any time by giving written notice to the applicable Reinsurer and the Original Insured in the event of any of the following circumstances: 1. An insurance regulatory authority of a state of the United States or any other Governmental Entity (other than the Federal Housing Finance Agency) orders such Reinsurer to cease writing business or has imposed upon it any other restrictions on or conditions relating to such Reinsurer's license or conduct of business in any jurisdiction, and such restriction or condition applies to the business covered under this Contract; or 2. Such Reinsurer announces intentions to cease all underwriting operations; or 3. Such Reinsurer voluntarily ceases all underwriting operations; or 4. Such Reinsurer reinsures all, or substantially all, of its liability under this Contract, other than to an affiliate of such Reinsurer as of the effective date of this Contract; provided, however, that any such affiliate is a duly licensed insurance company that has authority to reinsure the Policy and has an official rating by 5. Following any assignment, novation or transfer of such Reinsurer's rights and/or obligations under this Contract without the consent of the Company and the Original Insured, including any such assignment, novation or transfer imposed by any court or by any U.S. or non-U.S. statute, legislation, or jurisprudence; or 6. Such Reinsurer, directly or through the actions of a parent company or an affiliated entity, invokes any U.S. or non-U.S. statute, legislation, or jurisprudence which purports to enable such Reinsurer to require the Company to settle its liabilities, including any estimated or undetermined claims liabilities under this Contract, on an accelerated basis. This condition does not apply to any attempt to enforce a settlement of liabilities under a commutation process to which the parties have agreed; or 7. Such Reinsurer has hired an unaffiliated run-off claims manager for the Business Covered hereunder that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 8. Such Reinsurer has breached any of the representations and warranties provided to the Company in Article 6 - COVENANTS AND REPRESENTATIONS AND WARRANTIES OF THE REINSURER or has breached any of its material obligations under this Contract (including, but not limited to, its obligation to to remit payment hereunder in accordance with Article 13 - REPORTS & REMITTANCES; SUBORDINATION paragraph B and its obligation to provide adequate funding in accordance with Article 12 - TRUST ACCOUNT); or 9. Such Reinsurer, any of its Principal Shareholders or its direct or indirect subsidiaries, any director or officer of such Reinsurer or any of its Principal Shareholders or any of their direct or indirect subsidiaries, or any employee, agent, or affiliate of such Reinsurer or any of its Principal Shareholders or its direct or indirect subsidiaries is a Covered Person that is, or is owned or controlled by a Covered Person that is, (i) the target of any Sanctions, or (ii) located, organized, or resident in any country or territory that is, or whose government is, the target of Sanctions; or 10. Such Reinsurer experiences a Credit Rating Downgrade. A "Credit Rating Downgrade" means, as applicable:

Special Termination. A. The Company, upon consultation with and approval of the Original Insured (which approval shall not be unreasonably withheld), may terminate a Reinsurer's quota share participation in this Contract on a cut-off basis, effective as of the Premium Payment Date of the month in which the cancellation notice is sent, at any time by giving written notice to the applicable Reinsurer and the Original Insured in the event of any of the following circumstances: 1. An insurance regulatory authority of a state of the United States or any other Governmental Entity (other than the Federal Housing Finance Agency) orders such Reinsurer to cease writing business or has imposed upon it any other restrictions on or conditions relating to such Reinsurer's license or conduct of business in any jurisdiction, and such restriction or condition applies to the business covered under this Contract; or 2. Such Reinsurer announces intentions to cease all underwriting operations; or 3. Such Reinsurer voluntarily ceases all underwriting operations; or 4. or Such Reinsurer reinsures all, or substantially all, of its liability under this Contract, other than to an affiliate of such Reinsurer as of the effective date of this Contract; provided, howeverh owever, that any such affiliate is a duly licensed insurance company that has authority to reinsure the Policy and has an official rating by by 5. Following any assignment, novation or transfer of such Reinsurer's rights and/or obligations under this Contract without the consent of the Company and the Original Insured, including any such assignment, novation or transfer imposed by any court or by any U.S. or non-U.S. statute, legislation, or jurisprudence; or 6. Such Reinsurer, directly or through the actions of a parent company or an affiliated entity, invokes any U.S. or non-U.S. statute, legislation, or jurisprudence which purports to enable such Reinsurer to require the Company to settle its liabilities, including any estimated or undetermined claims liabilities under this Contract, on an accelerated basis. This condition does not apply to any attempt to enforce a settlement of liabilities under a commutation process to which the parties have agreed; or 7. Such Reinsurer has hired an unaffiliated run-off claims manager for the Business Covered hereunder that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 8. Such Reinsurer has breached any of the representations and warranties provided to the Company in Article 6 - COVENANTS AND REPRESENTATIONS AND WARRANTIES OF THE REINSURER or has breached any of its material obligations under this Contract (including, but not limited to, its obligation to to remit payment hereunder in accordance with Article 13 - REPORTS & REMITTANCES; SUBORDINATION paragraph B and its obligation to provide adequate funding in accordance with Article 12 - TRUST ACCOUNT); or 9. Such Reinsurer, any of its Principal Shareholders or its direct or indirect subsidiaries, any director or officer of such Reinsurer or any of its Principal Shareholders or any of their direct or indirect subsidiaries, or any employee, agent, or affiliate of such Reinsurer or any of its Principal Shareholders or its direct or indirect subsidiaries is a Covered Person that is, or is owned or controlled by a Covered Person that is, (i) the target of any Sanctions, or (ii) located, organized, or resident in any country or territory that is, or whose government is, the target of Sanctions; or 10. Such Reinsurer experiences a Credit Rating Downgrade. A "Credit Rating Downgrade" means, as applicable: C. R emedies: 1. If one or more of the circumstances enumerated above occur with respect to any Reinsurer, then the Company may elect to terminate such Reinsurer's participation on a cut-off basis upon consultation with and approval of the Original Insured (which approval shall not be unreasonably withheld). The Company shall give written notice to such Reinsurer stating the grounds for any such termination and when the termination shall be effective; provided, however, that (i) in the event of a Credit Rating Downgrade, the Company must provide prior written notice to the applicable Reinsurer of its intention to terminate within at least thirty (30) calendar days following the later of (x) the date on which the Company receives notice of such Credit Rating Downgrade from such Reinsurer and (y) the date on which such Credit Rating Downgrade takes effect; and (ii) in the event that the Company intends to cancel a Reinsurer's participation in this Contract pursuant to Article 8 - SPECIAL TERMINATION subparagraph A(8) based upon a breach by such Reinsurer of any representations and warranties provided to the Company in this Contract or a breach by such Reinsurer of any of its material obligations under this Contract, (x) the Company shall notify such Reinsurer in writing, and (y) such Reinsurer shall have thirty (30) calendar days following the date on which such Reinsurer receives such notice to cure such breach, and if such Reinsurer fails to cure such breach within such thirty (30) day period, then such Reinsurer's participation in this Contract shall terminate effective as of the end of such thirty (30) day period. 2. Should a Reinsurer experience a Credit Rating Downgrade, by any credit rating agency identified in the applicable Trust Supplement, then upon consultation with and approval of the Original Insured (which approval shall not be unreasonably withheld), the Company shall have the option to require that such Reinsurer deposit additional Eligible Assets into the Trust Account, as set forth in the applicable Trust Supplement. The deposit of such additional Eligible Assets at the request of the Company pursuant to this subparagraph C(2) shall be in lieu of terminating such Reinsurer's participation on a cut-off basis as per subparagraph C(1) above with respect to any termination triggers set forth in subparagraph A(10) above. D. In the event a Reinsurer's participation is terminated pursuant to this Article 8 - SPECIAL TERMINATION, except as set forth in paragraph E of this Article, any amounts held in trust with respect to such Reinsurer shall remain in trust until all losses, both known and Incurred But Not Reported (IBNR) as determined by the Company (upon consultation with and approval from the Original Insured) in order to comply with statutory reporting requirements at the effective date of termination, are finally settled. For the avoidance of doubt, pursuant to a cut-off termination, a Reinsurer shall receive Premium and will process any Claim filed for a Loss that is attributed to the Payment Date Statement associated with the Premium Payment Date in the month in which the Company submits a cancellation notice to such Reinsurer, and, except as set forth in paragraph E of this Article, such Reinsurer shall have no additional or outstanding obligations to the Company following satisfaction of all Claims for Losses attributable to such Premium Payment Date.

Special Termination. A. The Company, upon consultation with and approval of the Original Insured (which approval shall not be unreasonably withheld), may terminate a Reinsurer's quota share participation in this Contract on a cut-off basis, effective as of the Premium Payment Date of the month in which the cancellation notice is sent, at any time by giving written notice to the applicable Reinsurer and the Original Insured in the event of any of the following circumstances: 1. An insurance regulatory authority of a state of the United States or any other Governmental Entity (other than the Federal Housing Finance Agency) orders such Reinsurer to cease writing business or has imposed upon it any other restrictions on or conditions relating to such Reinsurer's license or conduct of business in any jurisdiction, and such restriction or condition applies to the business covered under this Contract; or 2. Such Reinsurer announces intentions to cease all underwriting operations; or 3. Such Reinsurer voluntarily ceases all underwriting operations; or 4. Such Reinsurer reinsures all, or substantially all, of its liability under this Contract, other than to an affiliate of such Reinsurer as of the effective date of this Contract; provided, howeverh owever, that any such affiliate is a duly licensed insurance company that has authority to reinsure the Policy and has an official rating by 5. Following any assignment, novation or transfer of such Reinsurer's rights and/or obligations under this Contract without the consent of the Company and the Original Insured, including any such assignment, novation or transfer imposed by any court or by any U.S. or non-U.S. statute, legislation, or jurisprudence; or 6. Such Reinsurer, directly or through the actions of a parent company or an affiliated entity, invokes any U.S. or non-U.S. statute, legislation, or jurisprudence which purports to enable such Reinsurer to require the Company to settle its liabilities, including any estimated or undetermined claims liabilities under this Contract, on an accelerated basis. This condition does not apply to any attempt to enforce a settlement of liabilities under a commutation process to which the parties have agreed; or 7. Such Reinsurer has hired an unaffiliated run-off claims manager for the Business Covered hereunder that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 8. Such Reinsurer has breached any of the representations and warranties provided to the Company in Article 6 - – COVENANTS AND REPRESENTATIONS AND WARRANTIES OF THE REINSURER or has breached any of its material obligations under this Contract (including, but not limited to, its obligation to to remit payment hereunder in accordance with Article 13 - REPORTS & REMITTANCES; SUBORDINATION paragraph B and its obligation to provide adequate funding in accordance with Article 12 - TRUST ACCOUNT); or 9. Such Reinsurer, any of its Principal Shareholders or its direct or indirect subsidiaries, any director or officer of such Reinsurer or any of its Principal Shareholders or any of their direct or indirect subsidiaries, or any employee, agent, or affiliate of such Reinsurer or any of its Principal Shareholders or its direct or indirect subsidiaries is a Covered Person that is, or is owned or controlled by a Covered Person that is, (i) the target of any Sanctions, or (ii) located, organized, or resident in any country or territory that is, or whose government is, the target of Sanctions; or 10. Such Reinsurer experiences a Credit Rating Downgrade. A "Credit Rating Downgrade" means, as applicable:: i .

Special Termination. A. The Company, upon consultation with and approval of the Original Insured (which approval shall not be unreasonably withheld), may terminate a Reinsurer's quota share participation in this Contract on a cut-off basis, effective as of the Premium Payment Date of the month in which the cancellation notice is sent, at any time by giving written notice to the applicable Reinsurer and the Original Insured in the event of any of the following circumstances: 1. An insurance regulatory authority of a state of the United States or any other Governmental Entity (other than the Federal Housing Finance Agency) orders such Reinsurer to cease writing business or has imposed upon it any other restrictions on or conditions relating to such Reinsurer's license or conduct of business in any jurisdiction, and such restriction or condition applies to the business covered under this Contract; or 2. Such Reinsurer announces intentions to cease all underwriting operations; or 3. Such Reinsurer voluntarily ceases all underwriting operations; or 4. or Such Reinsurer reinsures all, or substantially all, of its liability under this Contract, other than to an affiliate of such Reinsurer as of the effective date of this Contract; provided, however, that any such affiliate is a duly licensed insurance company that has authority to reinsure the Policy and has an official rating by 5. Following any assignment, novation or transfer of such Reinsurer's rights and/or obligations under this Contract without the consent of the Company and the Original Insured, including any such assignment, novation or transfer imposed by any court or by any U.S. or non-U.S. statute, legislation, or jurisprudence; or 6. Such Reinsurer, directly or through the actions of a parent company or an affiliated entity, invokes any U.S. or non-U.S. statute, legislation, or jurisprudence which purports to enable such Reinsurer to require the Company to settle its liabilities, including any estimated or undetermined claims liabilities under this Contract, on an accelerated basis. This condition does not apply to any attempt to enforce a settlement of liabilities under a commutation process to which the parties have agreed; or 7. Such Reinsurer has hired an unaffiliated run-off claims manager for the Business Covered hereunder that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 8. Such Reinsurer has breached any of the representations and warranties provided to the Company in Article 6 - COVENANTS AND REPRESENTATIONS AND WARRANTIES OF THE REINSURER or has breached any of its material obligations under this Contract (including, but not limited to, its obligation to to remit payment hereunder in accordance with Article 13 - REPORTS & REMITTANCES; SUBORDINATION paragraph B and its obligation to provide adequate funding in accordance with Article 12 - TRUST ACCOUNT); or 9. Such Reinsurer, any of its Principal Shareholders or its direct or indirect subsidiaries, any director or officer of such Reinsurer or any of its Principal Shareholders or any of their direct or indirect subsidiaries, or any employee, agent, or affiliate of such Reinsurer or any of its Principal Shareholders or its direct or indirect subsidiaries is a Covered Person that is, or is owned or controlled by a Covered Person that is, (i) the target of any Sanctions, or (ii) located, organized, or resident in any country or territory that is, or whose government is, the target of Sanctions; or 10. Such Reinsurer experiences a Credit Rating Downgrade. A "Credit Rating Downgrade" means, as applicable:

Special Termination. A. The Company, upon consultation with and approval of the Original Insured (which approval shall not be unreasonably withheld), may terminate a Reinsurer's quota share participation in this Contract on a cut-off basis, effective as of the Premium Payment Date of the month in which the cancellation notice is sent, at any time by giving written notice to the applicable Reinsurer and the Original Insured in the event of any of the following circumstances: 1. An insurance regulatory authority of a state of the United States or any other Governmental Entity (other than the Federal Housing Finance Agency) orders such Reinsurer to cease writing business or has imposed upon it any other restrictions on or conditions relating to such Reinsurer's license or conduct of business in any jurisdiction, and such restriction or condition applies to the business covered under this Contract; or 2. Such Reinsurer announces intentions to cease all underwriting operations; or 3. Such Reinsurer voluntarily ceases all underwriting operations; or 4. Such Reinsurer reinsures all, or substantially all, of its liability under this Contract, other than to an affiliate of such Reinsurer as of the effective date of this Contract; provided, however, that any such affiliate is a duly licensed insurance company that has authority to reinsure the Policy and has an official rating by by 5. Following any assignment, novation or transfer of such Reinsurer's rights and/or obligations under this Contract without the consent of the Company and the Original Insured, including any such assignment, novation or transfer imposed by any court or by any U.S. or non-U.S. statute, legislation, or jurisprudence; or 6. Such Reinsurer, directly or through the actions of a parent company or an affiliated entity, invokes any U.S. or non-U.S. statute, legislation, or jurisprudence which purports to enable such Reinsurer to require the Company to settle its liabilities, including any estimated or undetermined claims liabilities under this Contract, on an accelerated basis. This condition does not apply to any attempt to enforce a settlement of liabilities under a commutation process to which the parties have agreed; or 7. Such Reinsurer has hired an unaffiliated run-off claims manager for the Business Covered hereunder that is compensated on a contingent basis or is otherwise provided with financial incentives based on the quantum of claims paid; or 8. Such Reinsurer has breached any of the representations and warranties provided to the Company in Article 6 - COVENANTS AND REPRESENTATIONS AND WARRANTIES OF THE REINSURER or has breached any of its material obligations under this Contract (including, but not limited to, its obligation to to remit payment hereunder in accordance with Article 13 - REPORTS & REMITTANCES; SUBORDINATION paragraph B and its obligation to provide adequate funding in accordance with Article 12 - TRUST ACCOUNT); or 9. Such Reinsurer, any of its Principal Shareholders or its direct or indirect subsidiaries, any director or officer of such Reinsurer or any of its Principal Shareholders or any of their direct or indirect subsidiaries, or any employee, agent, or affiliate of such Reinsurer or any of its Principal Shareholders or its direct or indirect subsidiaries is a Covered Person that is, or is owned or controlled by a Covered Person that is, (i) the target of any Sanctions, or (ii) located, organized, or resident in any country or territory that is, or whose government is, the target of Sanctions; or 10. Such Reinsurer experiences a Credit Rating Downgrade. A "Credit Rating Downgrade" means, as applicable: