Common use of SPECIAL TERMINATIONS Clause in Contracts

SPECIAL TERMINATIONS. This Agreement shall terminate automatically upon termination of the Services Agreement. The Company may terminate this Agreement at any time by providing 30 days’ prior written notice to Retrocessionaire upon the happening of any one of the following circumstances: 1. A legal authority orders the Retrocessionaire to cease writing business; 2. The Retrocessionaire has voluntarily ceased assuming new and renewal reinsurance business; 3. The Retrocessionaire 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; 4. The Retrocessionaire’s policyholders’ surplus, as reported in the financial statements of the Retrocessionaire has been reduced by whichever is greater, either 25% of the amount of surplus at the Effective Date or 25% of the amount at the latest anniversary of the Effective Date; 5. The Retrocessionaire has merged with, been acquired by or becomes controlled by any company, corporation, or individual(s) not controlling the Retrocessionaire’s operations previously; or 6. The Retrocessionaire’s A.M. Best Financial Strength Rating has been assigned or downgraded below B+. Nothing in this Article 5 shall limit the discretion of the Company under Article 1 to refuse to bind any Underlying Contract or to decline to cede any portion of any Underlying Contract to the Retrocessionaire at any time.

SPECIAL TERMINATIONS. This Agreement shall terminate automatically upon termination of the Services Agreement. The Company may terminate this Agreement at any time by providing 30 days’ prior written notice to Retrocessionaire upon the happening of any one of the following circumstances: 1. A legal authority orders the Retrocessionaire to cease writing business; 2. The Retrocessionaire has voluntarily ceased assuming new and renewal reinsurance business; 3. The Retrocessionaire 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; 4. The Retrocessionaire’s policyholders’ surplus, as reported in the financial statements of the Retrocessionaire has been reduced by whichever is greater, either 25% of the amount of surplus at the Effective Date or 25% of the amount at the latest anniversary of the Effective Date; 5. The Retrocessionaire has merged with, been acquired by or becomes controlled by any company, corporation, or individual(s) not controlling the Retrocessionaire’s operations previously; or 6. The Retrocessionaire’s A.M. Best Financial Strength Rating has been assigned or downgraded below B+. Nothing in this Article 5 shall limit the discretion of the Company under Article 1 to refuse to bind any Underlying Contract or to decline to cede any portion of any Underlying Contract to the Retrocessionaire at any time.