axa 2021 reinsurance treaties general conditions · 2020. 10. 21. · axa_2021_p&c...

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AXA 2021 REINSURANCE TREATIES GENERALCONDITIONS

Property & Casualty

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1. Chapter 1a : Non Proportional General Conditions

2. Chapter 1b: Proportional General Conditions

3. Chapter 2a: Broker Non Proportional General Conditions

4. Chapter 2b: Broker Proportional General Conditions

5. Chapter 3: Retrocession General Conditions

6. Chapter 4: Group Covers General Conditions

7. Chapter 5a: AXA XL Non Proportional General Conditions

8. Chapter 5b: AXA XL Proportional General Conditions

Chapters

AXA_2021_P&C REINSURANCE_GENERALCONDITIONS_NON PROPORTIONAL

P&C GENERAL CONDITIONS SLIP TEXT WORDING NON PROPORTIONAL 2021 GC 1

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CHAPTER 1A

GENERAL CONDITIONS

PROPERTY & CASUALTY TREATIES

NON PROPORTIONAL 2021



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CONTENT

INTRODUCTION ................................................................................................................................................ 3

DEFINITIONS .................................................................................................................................................... 3

ARTICLE 1 GENERAL TERMS .............................................................................................................................. 5

ARTICLE 2 REINSURER’S LIABILITY .................................................................................................................... 5

ARTICLE 3 TERRITORIAL SCOPE ......................................................................................................................... 6

ARTICLE 4 SPECIAL ACCEPTANCES ................................................................................................................... 6

ARTICLE 5 PERIOD AND LOSS ATTACHMENT..................................................................................................... 6

ARTICLE 6 BUSINESS AND EXCLUSIONS ............................................................................................................ 7

ARTICLE 7 ULTIMATE NET LOSS ........................................................................................................................ 7

ARTICLE 8 NET RETAINED LINES ........................................................................................................................ 7

ARTICLE 9 LIMIT AND RETENTION .................................................................................................................... 8

ARTICLE 10 REINSTATEMENT(S)........................................................................................................................ 8

ARTICLE 11 REINSURANCE PREMIUM ............................................................................................................... 8

ARTICLE 12 CASH CALL ..................................................................................................................................... 8

ARTICLE 13 NOTIFICATION OF CLAIMS ............................................................................................................. 9

ARTICLE 14 ACCOUNTS AND SETTLEMENTS ...................................................................................................... 9

ARTICLE 15 CURRENCY ................................................................................................................................... 10

ARTICLE 16 INSPECTION OF RECORDS ............................................................................................................ 10

ARTICLE 17 DELAY, ERROR AND OMISSION .................................................................................................... 10

ARTICLE 18 INSOLVENCY (WHERE APPLICABLE) .............................................................................................. 11

ARTICLE 19 SPECIAL TERMINATION ................................................................................................................ 11

ARTICLE 20 EXTRAORDINARY EVENT .............................................................................................................. 14

ARTICLE 21 ARBITRATION............................................................................................................................... 15

ARTICLE 22 CHOICE OF LAW AND JURISDICTION ............................................................................................ 16

ARTICLE 23 ENTIRE AGREEMENT .................................................................................................................... 16

ARTICLE 24 DATA PRIVACY ............................................................................................................................ 16

ARTICLE 25 ANTI-BRIBERY .............................................................................................................................. 18

ARTICLE 26 CORPORATE RESPONSIBILITY ....................................................................................................... 18

ARTICLE 27 ANTI-MONEY LAUNDERING ......................................................................................................... 19

ARTICLE 28 SANCTIONS .................................................................................................................................. 19

ARTICLE 29 CONFIDENTIALITY ........................................................................................................................ 19

ARTICLE 30 SEVERABILITY ............................................................................................................................... 21

ARTICLE 31 COUNTERPARTS PROVISIONS ...................................................................................................... 21

ARTICLE 32 MODE OF EXECUTION .............................................................................................................. 21

ARTICLE 33 SURVIVAL OF THE REINSURANCE AGREEMENT ............................................................................ 21



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Introduction

The reinsurance agreement (hereinafter referred to as the “Reinsurance Agreement”) shall collectively consist of: (1) the general terms and conditions set out below (hereinafter referred to as the “GENERAL

CONDITIONS”); and (2) the applicable Placing Slip and its Appendices to which these GENERAL CONDITIONS are annexed, together with any addenda, amendments or endorsements thereto (hereinafter referred to as the “SPECIAL CONDITIONS”). In the event of a conflict between the terms of the SPECIAL CONDITIONS and the GENERAL

CONDITIONS, the terms of the SPECIAL CONDITIONS shall prevail.

Definitions

The following terms apply throughout the Reinsurance Agreement and their meaning shall be as herein defined save as expressly stated to the contrary:

AXA Group Standards and Policies Bribery

means the standards applying to the entirety of the AXA Group as set out in the AXA Group Standards Handbook (including the Professional Family Policy Manual and all other standards, manuals and procedures deriving from or required to be implemented pursuant to the AXA Group Standards Handbook) in each case as amended, modified or replaced from time to time. means the offering, giving, requesting, receiving, facilitation, or authorization of any bribe or inducement, which results in a personal gain or advantage to the recipient (or any person or body associated with the recipient) and which is intended to improperly influence a decision or an action of the recipient; and any action that is considered as an act of corruption or bribery by the applicable laws or regulations.

Business Cash Call

means the business(es) or classes of business(es) specified in the SPECIAL CONDITIONS. means a request by the REINSURED to the REINSURER for an expedited claims payment (i.e a payment earlier than the payment of claims otherwise contemplated by the Reinsurance Agreement).

Deposit Premium IBNR

means the amount(s) stated in the SPECIAL CONDITIONS payable in full or in instalments (as applicable) on the date or dates stated in the SPECIAL CONDITIONS, if the Reinsurance Agreement has been arranged with a Deposit Premium. means incurred but not reported losses.

Insolvency Event

As defined in the SPECIAL CONDITIONS or applicable law.

Limit means the maximum amount of Ultimate Net Loss to be paid by the REINSURER in excess of the Retention for each and every Loss/Accident Occurrence/Risk (subject to the SPECIAL CONDITIONS), subject however, to any reinstatement provisions/limitations as may be specified herein.

NON PROPORTIONAL GENERAL CONDITIONS



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Loss Occurring Basis

means all claims and/or losses occurring during the Period of the Reinsurance Agreement, irrespective of when the Policies incepted, are covered.

Minimum Premium

means the amount(s) stated in the SPECIAL CONDITIONS, if the Reinsurance Agreement has been arranged with a Minimum Premium.

Original Insured

means each natural or legal person insured under the Policies covered by the Reinsurance Agreement.

Period Personal Data Policy(ies)

means the duration during which the Reinsurance Agreement is in force and which begins on the Effective Date and ends on the Expiry Date (or date of termination, if the Reinsurance Agreement is terminated in accordance with the terms of article “Special Termination” or by agreement), both dates inclusive or as long as the Reinsurance Agreement is automatically renewed. shall have the meaning set out under the Data Privacy Applicable Laws definition in the article “Data Privacy”. means all original contracts of insurance (including co-insurance) and/or reinsurance, accepted and/or renewed by the REINSURED

Policyholder

means the owner of a Policy; usually, but not always, the Original Insured.

Premium Income means the amount of premium received by the REINSURED, as defined in the

SPECIAL CONDITIONS, if the Reinsurance Agreement has been arranged on an adjustable basis.

Reinsurance Premium Retention (Excess of Loss)

means the amount payable to the REINSURER after the application of the rate(s) stated in the SPECIAL CONDITIONS to the subject Premium Income (or any other basis of premium calculation as may be specified in the SPECIAL CONDITIONS) and/or any additional premium(s) and/or flat premium(s) as may be specified in the SPECIAL CONDITIONS and payable in full or in instalments (as applicable) on the date or dates stated in the SPECIAL CONDITIONS. means the amount of the Ultimate Net Loss retained (or held) by the REINSURED, as stated in the SPECIAL CONDITIONS, and as more particularly defined in the article “Limit and Retention” herein. This amount shall be calculated for each and every Loss/Accident Occurrence/Risk (subject to the SPECIAL CONDITIONS). In the Reinsurance Agreement, the terms “Retention”, “Priority” and “Deductible” are synonymous.

Risk Risk Attaching Basis

The REINSURED shall be the sole judge as to what constitutes a Risk. means that reinsurance is provided for claims arising from Policies incepting renewing, re-signing or treated as having been re-signed at the date when such risks, or part of the period of the risks, have reached any maximum period on any preceding period of reinsurance, during the Period.

Special Acceptances

means any Policy, in whole or in part, not falling within the scope of the Reinsurance Agreement, unless they are specifically accepted by the REINSURER in accordance with article “Special Acceptances”.

Ultimate Net Loss

has the meaning set out in the article “Ultimate Net Loss”.

Working Day means a full period of 24 (twenty-four) hours running from midnight to midnight not falling on a weekend or on a day on which banks or insurance companies are generally closed for business (other than solely for trading and settlement)

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in the territory of the Party with whom any obligation that is defined in terms of days rests in the Reinsurance Agreement.

It is agreed as follows:

Article 1 General Terms

1.1 The Reinsurance Agreement is agreed between the REINSURED of the one part and the REINSURER

of the other part (hereinafter referred to individually as a “Party” or collectively as the “Parties”), both

specified under the SPECIAL CONDITIONS.

1.2 The REINSURED hereby agrees to cede and the REINSURER hereby agrees to reinsure the Policies

defined in the article “Business”.

1.3 Any Business ceded hereunder is subject to the terms and conditions of the REINSURED's Policy or

Policies, including but not limited to all changes in coverage and all endorsements made a part of such

Policy or Policies, subject to the terms and conditions of the Reinsurance Agreement, the true intent of

the Reinsurance Agreement being that the REINSURER shall, subject to the terms of the Reinsurance

Agreement, follow the fortunes of the REINSURED in all respects under the Policies. Accordingly, by way

of illustration, subject to the terms and conditions of the Reinsurance Agreement, should any regulatory

or other legal restrictions of any state require the modification of any Policy to which the Reinsurance

Agreement applies, the liability of the REINSURER will follow that of the REINSURED. Further, by way

of illustration, any increase in limits of liability made in such Policy or Policies will be automatically binding

upon the REINSURER from the date such increase is effective, subject always to the terms and conditions

of the Reinsurance Agreement, including the limits and retention as set forth under the article “Limit and

Retention” of the SPECIAL CONDITIONS.

1.4 The Reinsurance Agreement replaces any written or oral agreement entered into previously by either of the Parties for the same Period and for the same Business.

1.5 The Reinsurance Agreement is solely between the REINSURED and the REINSURER. Nothing herein

will in any manner create any obligations or establish any rights in favour of, or be enforceable by, any

third parties except as may be provided under articles “Representation of Technical

Reserves/Reinsurance Credit/Reinsurance Security” and “Insolvency” of the SPECIAL CONDITIONS.

Article 2 Reinsurer’s Liability

2.1 In consideration of the payment of the Reinsurance Premium and subject to the Reinsurance Agreement, the REINSURER agrees, for its share, to indemnify the REINSURED for the Ultimate Net Loss, in respect of Policies covering risks within the Business and Territorial Scope as specified in the SPECIAL CONDITIONS, up to the Limit in excess of the Retention each and every Loss/Accident Occurrence/Risk (subject to the SPECIAL CONDITIONS) during the Period. 2.2 The REINSURED may effect facultative reinsurance cessions for any risk. 2.3 Policies granted by the REINSURED wherein the REINSURED is named as the Original Insured either alone or jointly with another insured shall not be excluded from cover under the Reinsurance Agreement 2.4 All loss settlements, made by the REINSURED, in respect of the Policies covered under the terms and conditions of the Reinsurance Agreement, shall be binding upon the REINSURER.



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Article 3 Territorial Scope

The Territorial Scope of the Reinsurance Agreement is as specified in the SPECIAL CONDITIONS.

Article 4 Special Acceptances

4.1 Special Acceptances in force at inception of the Reinsurance Agreement shall be covered hereunder, provided such Special Acceptances are declared within the renewal information by the REINSURED 4.2 Any request for a Special Acceptance after the Effective Date of the Reinsurance Agreement shall be notified to the REINSURER in accordance with the provisions stated in the SPECIAL CONDITIONS (if stated in the SPECIAL CONDITIONS). 4.3 Special Acceptances shall be agreed or refused by the REINSURER within 7 (seven) Working Days from the receipt of the REINSURED’s request. If no response, of any kind, has been received by the REINSURED within these 7 (seven) Working Days, the Special Acceptances will be considered as approved by the REINSURER.

Article 5 Period and Loss Attachment

5.1 Effective Date The Reinsurance Agreement shall take effect on the Effective Date specified in the SPECIAL

CONDITIONS. 5.2 Expiry Date The Reinsurance Agreement shall terminate on the Expiry Date specified in the SPECIAL

CONDITIONS, unless extended in accordance with the terms of the “Extraordinary event” article or terminated in accordance with the terms of the “Special Termination” article, in which case the Expiry Date shall be the last date of such extension or the effective date of early termination, as applicable. Where the Reinsurance Agreement is stated in the SPECIAL CONDITIONS to be automatically renewed, either party has the right to terminate the Reinsurance Agreement by giving 3 (three) months’ notice to the other Party, such notice to expire on an anniversary of the start date of the Reinsurance Agreement. The notice of termination shall be given in writing (registered letter, facsimile or any other means of communication that leaves a permanent record of such communication) and addressed to the head office of the Party to receive the notice, or to any other address indicated for that purpose under the SPECIAL CONDITIONS. Such notice is considered served upon dispatch or where communication between the Parties are interrupted upon attempted dispatch. During the notice period, the REINSURER will continue to accept new reinsurance business under the terms and conditions of the Reinsurance Agreement. 5.4 Period The rights and obligations of both Parties to the Reinsurance Agreement shall remain in full force throughout the Period and as provided in the article “Survival of the Reinsurance Agreement”. Furthermore, in respect of losses occurring (and/or any other loss attachment provisions if provided for in the SPECIAL CONDITIONS) during the Period (or as provided under paragraph 5 of this article) such rights and obligations will remain after the Period, except as otherwise provided for in the Reinsurance Agreement. 5.5 Loss Attachment 5.5.1 The Reinsurance Agreement shall apply on a Loss Occurring Basis. If the Reinsurance Agreement is to operation on another loss attachment basis, it shall be specified in the SPECIAL CONDITIONS. 5.5.2 If the Reinsurance Agreement is on a Loss Occurring basis and the Reinsurance Agreement expires or is terminated while one or more Loss/Accident Occurrence/Risk (subject to the SPECIAL CONDITIONS) covered hereunder is in progress and/or declared, it is agreed that subject to the other



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GENERAL CONDITIONS, the REINSURER hereon is responsible as if the entire loss(es) or damage(s) had occurred prior to the expiration or termination of the Reinsurance Agreement, provided that no part of that Loss/ Accident Occurrence/ Risk is claimed against any renewal of, or contract replacing the Reinsurance Agreement.

5.5.3 If the Reinsurance Agreement is on Risk Attaching Basis and a loss covered hereunder involves two or more Policies that are covered by different periods of reinsurance, then the Retention shall be reduced to that percentage by which such loss is covered by the Policy(ies) attaching to the Period of the Reinsurance Agreement compared to the total of amount of such loss covered under all Policies covering such loss combined. The proportion of liability for the indemnity provided under the Reinsurance Agreement shall likewise be computed in the same manner.

Article 6 Business and Exclusions

The Reinsurance Agreement shall apply to the Business and shall be subject to the Exclusions specified in the SPECIAL CONDITIONS.

Article 7 Ultimate Net Loss

7.1 “Ultimate Net Loss" means the total amount paid or payable arising out of the Policies. This amount shall include any costs and expenses incurred in connection with the litigation, arbitration, defence, investigation, appraisal, settlement and/or negotiation, of a claim or loss (to include legal expenses and costs incurred in connection with coverage questions and legal actions connected thereto, such as declaratory judgment actions), costs incurred in connection with loss recovery, subrogation and salvage, adjustment costs such as expert fees, damages, costs and/or interest awarded against the REINSURED (including in respect of a breach of a material obligation, but not punitive damages as a separate head of claim or other obligations outside of the Policies) and professional fees and expenses (excluding salaries of all employees and office expenses of the REINSURED, except in house attorneys at pro rata share of salaries calculated in accordance with the time occupied in adjusting, defending and settling such loss) reasonably incurred in connection therewith. 7.2 Notwithstanding the foregoing, ex-gratia payments by the REINSURED being payments for pure commercial reasons by the REINSURED, where the REINSURED is not liable under the terms and conditions of the relevant Policies, shall only be binding upon the REINSURER following its prior approval thereof. 7.3 Recoveries including amounts under other reinsurances, if any, which inure to the benefit of the Reinsurance Agreement shall be first deducted from such amount to result at the amount of liability, attaching hereunder. 7.4 A list of such inuring other reinsurances will be shown in the SPECIAL CONDITIONS under the paragraph “Information”, if applicable. 7.5 Recoveries under any underlying reinsurance collected by the REINSURED are for the sole benefit of the REINSURED and shall not be taken into account in computing the Ultimate Net Loss nor in any way prejudice the REINSURED's right of recovery hereunder. 7.6 Any salvages, recoveries or payments recovered or received subsequent to any Ultimate Net Loss settlement hereunder shall be applied as if recovered or received prior to such settlement and all necessary adjustment shall be made by the Parties hereto. Nothing in this article shall be construed to mean that a recovery cannot be made hereunder until the Ultimate Net Loss of the REINSURED has been ascertained.

Article 8 Net Retained Lines

The Reinsurance Agreement applies only to that portion of any Policy which the REINSURED retains, and in calculating the amount of any loss hereunder and also in computing the amount or amounts in excess of which the Reinsurance Agreement attaches, only loss or losses in respect of that portion of



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any Policy which the REINSURED retains shall be included. The amount of the REINSURER(s) liability hereunder in respect of any loss or losses shall not be increased by reason of the inability of the REINSURED to collect from any other reinsurer(s), whether specific or general, any amounts which may have become due from such reinsurer(s), whether such inability arises from the insolvency

of such other reinsurer(s) or otherwise.

Article 9 Limit and Retention

The amount of the Limit of the Reinsurance Agreement and the REINSURED’s Retention are set out in the SPECIAL CONDITIONS.

Article 10 Reinstatement(s)

10.1 For each layer separately, should any portion of the Limit of the Reinsurance Agreement be exhausted by a loss, the amount so exhausted shall be automatically reinstated from the time of the commencement of the Loss/ Accident Occurrence/ Risk (if provided for in the SPECIAL CONDITIONS), subject to the payment of any reinstatement premium (if provided for in the SPECIAL CONDITIONS) by the REINSURED to the REINSURER when such loss payment is made and subject to the remaining reinstatements.

10.2 If the Reinsurance Agreement has been arranged on an adjustable premium basis and the loss

payment is made prior to the adjustment of the Reinsurance Premium, the reinstatement Reinsurance

Premium (if provided for in the SPECIAL CONDITIONS) shall be calculated provisionally on the Deposit

Premium, subject to adjustment when the Premium Income (or figures required in accordance with any

other basis of premium calculation specified in the SPECIAL CONDITIONS) is definitely known. 10.3 The REINSURER shall never be liable to pay more than the Limit in respect of any one Loss/Accident Occurrence/Risk (subject to the SPECIAL CONDITIONS) nor more than that amount plus a multiple of such Limit equivalent to the number of Reinstatements stated in the SPECIAL CONDITIONS in respect of all Loss/Accident Occurrences/ Risks during the Period. 10.4 Losses shall be considered in chronological order by date of settlement, or at the option of the REINSURED by date of loss, but this shall not prevent the REINSURED from making provisional collections in respect of losses which may ultimately not be recoverable hereon.

Article 11 Reinsurance Premium

11.1 If the Reinsurance Agreement has been arranged on an adjustable premium basis then the REINSURED shall pay the REINSURER the Deposit Premium as Reinsurance Premium as stated in the SPECIAL CONDITIONS and as soon as practicable after the Expiry Date of the Reinsurance Agreement, the Deposit Premium, where applicable, shall be adjusted to a final amount equal to the Reinsurance Premium rate(s) stated in the SPECIAL CONDITIONS applied to the Premium Income (or figures required in accordance with any other basis of Reinsurance Premium calculation specified in the SPECIAL CONDITIONS) subject to the Minimum Premium where applicable.

11.2 Such adjustment shall never result in the REINSURER receiving less than the Minimum Premium

(if provided for in the SPECIAL CONDITIONS). 11.3 The Reinsurance Premium shall be payable by the REINSURED to the REINSURER subject to the payment of the Deposit Premium no later than 15 (fifteen) Working Days before the payment date specified in the SPECIAL CONDITIONS (if provided for in the SPECIAL CONDITIONS). The payment of any adjustment due shall be made by the debtor Party at the time the accounting settlement is owed as stated in the article “Accounts and Settlements”.

Article 12 Cash Call

12.1 Unless otherwise stated in the SPECIAL CONDITIONS, whenever the amount of loss payment(s)



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exceed(s) the Retention from the ground up and the REINSURED makes a Cash Call request for the

excess amount, the REINSURER shall pay that part of the claim equivalent to its proportionate share to

the REINSURED, within 25 (twenty-five) Working Days upon Cash Call confirmation by the

REINSURED. .

Cash Call request(s) may include any amount which is scheduled to be paid by the REINSURED within

the next 25 (twenty-five) Working Days from the REINSURED’s confirmation.

12.2 Claims reports and/or salient claim information such as proof of loss and/or loss adjustors payment

recommendation(s) shall be submitted to the REINSURER together with the Cash Call request.

Any amounts so settled will be credited to the REINSURER in the next account.

Article 13 Notification of Claims

13.1 Where a claim equals or exceeds the threshold specified in the SPECIAL CONDITIONS, the

REINSURED shall give written notice of such claim to the REINSURER as soon as practicable upon

receiving knowledge thereof and shall thereafter keep the REINSURER fully informed of all significant

developments, including supporting document and information, in respect of such claim as soon as

practicable on receiving knowledge thereof

13.2 Upon the REINSURER’s request, the REINSURED shall make available any relevant information

that the REINSURER may require in respect of claims or potential claims notified in accordance with

the foregoing paragraph, provided that the disclosure of such information does not prevent either Party

from complying with applicable laws 13.3 Upon the REINSURER’s request, the REINSURED shall cooperate with the REINSURER or any other person designated by the REINSURER in a timely manner in respect of the settlement of a claim notified pursuant to the first paragraph of this article. The REINSURER shall bear the cost of its involvement in the settlement of a claim. 13.4 Such cooperation shall consist of the provision of advice and analysis to the REINSURED by the REINSURER. It is further agreed that the REINSURED may delegate to the REINSURER the right to settle claims.

Article 14 Accounts and Settlements

14.1 The REINSURED will send to the REINSURER an account established in the Currency or Currencies specified in the SPECIAL CONDITIONS and at the frequency set out in the SPECIAL CONDITIONS as soon as reasonably possible, and in any event not later than 12 (twelve) weeks after the end of the accounting period (or within a shorter time limit if so stated in the SPECIAL CONDITIONS). 14.2 The REINSURER shall confirm its agreement within 6 (six) weeks following the receipt of the account. If no confirmation is made within this 6 (six) week period, the account will be deemed accepted by the REINSURER and the balance shall be paid by the debtor party within 15 (fifteen) Working Days from the expiry of the above 6 (six)-week period. 14.3 Any comments regarding an error and/or an omission on the account shall be notified by the REINSURER to the REINSURED within 6 (six) weeks following the receipt of the account. The REINSURED shall then upon confirmation of such error and/or omission provide the REINSURER with an account adjusted accordingly within 15 (fifteen) Working Days from the receipt of notification thereof. The balance resulting thereof shall be paid by the debtor party, within 15 (fifteen) Working Days from the receipt of the adjusted account. Notwithstanding the foregoing, any errors detected after the 6 (six) weeks period may be notified no later than end of the following accounting period by written notice and, if the Parties agree an adjustment is required, the accounting position shall be rectified in the account relating to the following accounting period.



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14.4 All payments shall be made by means of a wire transfer or bank order, the cost of this transfer being payable by the debtor party. Amounts below 100 (one hundred) Euros will be reported on the next account. 14.5 For the part of any outstanding loss, the REINSURED may request the REINSURER to represent its liability in the manner set forth under the article “Representation of Technical Reserves/Reinsurance Credit/Reinsurance Security” of the SPECIAL CONDITIONS.

14. 6 The Parties agree that where an amount is due and payable by one Party to the other pursuant to

the terms of the Reinsurance Agreement, such amount may be set off against any amounts, except that

the REINSURED may not offset its obligation to pay any Deposit and/or Minimum Premium against any

amounts payable by the REINSURER, due and payable under the Reinsurance Agreement to such

Party by the other Party pursuant to the Reinsurance Agreement.

Article 15 Currency

15.1 Within the scope of the Reinsurance Agreement, all amounts must be stated, all financial statements must be prepared, and all payments must be made in the currency or currencies specified in the SPECIAL CONDITIONS (“Currency”). 15.2 Currency Fluctuation Currencies other than the Currency or Currencies in which the Reinsurance Agreement is written shall be converted into that Currency at the rate of exchange as used in the accounts of the REINSURED.

Article 16 Inspection of Records

16.1 The REINSURER and/or its duly designated representatives has the right to visit the offices of the

REINSURED at a site or sites designated by the REINSURED to inspect, examine, audit and verify any

of the policy, underwriting, accounting or claims files (the "Records"), other than proprietary or privileged

documents, that are within the REINSURED’s possession or reasonable control and/or can reasonably

be retrieved and which are related to the business reinsured under the Reinsurance Agreement.

16.2 Access to Records will be during normal business hours on a mutually agreeable date after the

REINSURER has given the REINSURED prior written notice of its desire to inspect, examine, audit and

verify such Records. Unless otherwise agreed to by the Parties, the REINSURER’s inspection,

examination, audit and verification of the REINSURED’s Records will last no more than two (2) weeks

and take place no longer than eight (8) weeks after receipt by the REINSURED of the REINSURER’s

notice of its desire to inspect, examine, audit and verify such Records.

16.3 This right will be exercisable during the Period of the Reinsurance Agreement or after the

termination or natural expiration of the Reinsurance Agreement for so long as there are any sums due

from one Party to the other or reserves advised to the REINSURER under the Reinsurance Agreement.

Notwithstanding the above, the REINSURER does not have any right of access to the Records of the

REINSURED if it is not current in all undisputed payments due to the REINSURED.

16.4 Further, it is understood, and the REINSURER agrees that such access may be subject to the

execution of a reasonable confidentiality agreement and may be restricted, in certain circumstances, by

confidentiality agreements between the REINSURED and its Policyholders, or by law or government

restrictions. Nothing in this article requires the REINSURED to maintain or to make available any of its

Records for longer than the period required by the laws or regulations applicable to that REINSURED.

Article 17 Delay, Error and Omission

17.1 Any inadvertent delay, error, or omission in complying with the terms and conditions of the Reinsurance Agreement will not be held to relieve either Party hereto from any liability which would attach to it hereunder if such delay, error, or omission had not been made, provided that such delay



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error or omission is rectified promptly upon discovery. Nothing contained in this article will be held to impose liability on either Party greater than would have attached hereunder had such delay, error, or omission not occurred. 17.2 Inadvertent delay, error, omission includes any non-disclosure or misrepresentation of a material fact made to the REINSURER at placement of the Reinsurance Agreement provided such non-disclosure or misrepresentation was free from any reckless or fraudulent conduct. Solely with respect to any negligent non-disclosure or misrepresentation of a material fact, it is agreed that the REINSURER will be entitled to be placed in the position it proves on the balance of probabilities that it would have been in had such non-disclosure or misrepresentation not occurred.

Article 18 Insolvency (where applicable)

Where an Insolvency Event occurs in relation to the REINSURED the terms of the SPECIAL CONDITIONS (if provided for in the SPECIAL CONDITIONS) shall apply.

Article 19 Special Termination

19.1 In respect of this article,

- “REINSURER’s Obligations” means all obligations of the REINSURER under the Reinsurance Agreement and will include, without limitation, unearned premiums (and reserves), outstanding losses and reserves (including IBNR), loss adjustment expenses and reserves (including IBNR) and all other balances.

- “Triggering Event” means an event or condition as described below that may result in (i) termination of the Reinsurance Agreement prior to the natural expiration or termination date and/or (ii) commutation of the Reinsurance Agreement.

19.2 Either Party may terminate the Reinsurance Agreement at any time after one or more of the following Triggering Events has occurred (provided such event(s) have not been rectified prior to the effective date of termination).

The other Party

(i) is acquired or controlled by any third-party (an acquisition or change in control will only have occurred if a person unaffiliated with the Party directly or indirectly acquires thirty percent (30%) or more of the voting stock, or of any person owning or controlling the Party, or of stock convertible into thirty percent (30%) or more of such voting stock); or,

(ii) sells, assigns or otherwise transfers over fifty percent (50%) of such business to an unrelated third party or an unaffiliated entity, or

(iii) merges with or into another entity, whether or not it is the surviving entity. 19.3 The REINSURED may terminate the REINSURER’s participation in the Reinsurance Agreement at any time after one or more of the following Triggering Events has occurred (provided such event(s) have not been rectified prior to the effective date of termination):

The REINSURER :

(i) ceases writing new or renewal business and elects to run-off its existing business, or

(ii) sells, assigns or otherwise transfers its participation in the Reinsurance Agreement to an affiliated entity within its holding company system and the policyholders’ surplus of the affiliated entity is at least twenty percent (20%) less than the REINSURER’s policyholders’ surplus as at the end of the most recent calendar quarter immediately preceding the sale/assignment/transfer, or



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(iii) is ordered to cease writing new or renewal business by an insurance or other regulatory authority, or

(iv) has its license or authority to operate as an insurance or reinsurance company suspended, revoked or terminated or had limitations imposed upon its ability to operate by its domiciliary jurisdiction, or

(v) should at any time become insolvent, or file a petition in bankruptcy or go into liquidation or rehabilitation, or have a receiver appointed or engages in a process of a Scheme of Arrangement or a similar procedure, including but not limited to an insurance business transfer scheme pursuant to Part VII of the Financial Services and Markets Act (U.K.), as may be amended from time to time, or

(vi) has transferred its claims-paying authority under the Reinsurance Agreement to an unaffiliated entity or in any way has delegated its obligations under the Reinsurance Agreement to an unaffiliated entity without the prior written consent of the REINSURED; provided, however, the transfer of claims-paying authority or administration to a third party where the REINSURER maintains control over claims settlement decisions, or the agreement by a Lloyd’s syndicate to follow claims settlements procedures under Lloyd’s Claims Scheme (Combined) or agreement by an International Underwriting Association of London company to follow IUA Claims Agreement practices, will not constitute a transfer of its claims-paying authority for purposes of this sub-paragraph, or has failed to comply with the provisions set forth in the funding requirements of the article “Representation of Technical Reserves/Reinsurance Credit; Reinsurance Security” of the SPECIAL CONDITIONS, or

(vii) i. The Standard & Poor’s Insurer Financial Strength rating of the REINSURER is withdrawn (by either Standard & Poor’s or the REINSURER) or falls below “A”; or

ii. the A.M. Best Financial Strength rating of the REINSURER is withdrawn (by either A.M. Best or the REINSURER) or falls below “A”; or

iii. the Moodys Financial Strength rating of the REINSURER is withdrawn (by either Moodys or the REINSURER) or falls below “A2”; or

iv. the Fitch Financial Strength rating of the REINSURER is withdrawn (by either Fitch or the REINSURER) or falls below “A”.

In the event that the REINSURER has no Financial Strength rating as of the commencement date of the Reinsurance Agreement but receives such a rating during the term of the Reinsurance Agreement, the REINSURED may terminate the Reinsurance Agreement as provided herein if the rating assigned to the REINSURER is below the above-mentioned rating.

In the event that the REINSURER’s Financial Strength rating, as of the commencement date of the Reinsurance Agreement, is below the mentioned rating under i. to iv., the REINSURED shall have the right to terminate the Reinsurance Agreement if the Financial Strength rating is declined by a notch. In the event that the REINSURER is a Lloyd’s Syndicate, the Financial Strength rating of the Lloyd’s Market will be used to determine if a Triggering Event has occurred, or

(viii) 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 REINSURED is incorporated or has its principal office or the country from which the Reinsurance Agreement is placed and the country in which the REINSURER is incorporated or has its principal office as a result of war, currency regulations or any circumstances arising out of political, financial or economic emergency, other than an event associated with economic and monetary union in the European Union.

19.4 Termination by either Party will be effected by written notice of termination and will be effective upon receipt of said notice by the other Party.



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19.5 If the Reinsurance Agreement is terminated under this article, the REINSURER will have the option of termination on either a cut-off or run-off basis. The REINSURER will notify the REINSURED as to whether the REINSURER’s participation in the Reinsurance Agreement will be terminated on a cut-off or run-off basis. If the REINSURER elects to terminate its participation in the Reinsurance Agreement on a run-off basis, it can, at any time thereafter, elect to terminate its participation in the Reinsurance Agreement on a cut-off basis effective upon receipt of written notice of the change by the REINSURED.

19.6 For purposes of this article, the term “run-off” means that the REINSURER will continue to be liable for losses occurring or claims made on or after the effective date of termination in respect of reinsured policies in force as of the effective date of termination. For purposes of this article, the term “cut-off” means that the REINSURER will be released from losses occurring or claims made after the effective date of termination in respect of reinsured policies in force as of the effective date of termination, except for claims made under extended reporting periods attaching to policies that expired before the effective date of termination.

19.7 In the event of a cut-off termination, the REINSURER will return the unearned pro rata portion of premiums paid to it for exposures no longer covered as provided for in the Reinsurance Agreement, it being understood that the REINSURER will only be entitled to retain a pro rata portion of premiums earned through the date of the termination of its participation in the Reinsurance Agreement and, further, the minimum premium provisions of the Reinsurance Agreement, if any, will be waived. In the event of run-off termination, the applicable premium shall continue to be earned through the run-off period, unless otherwise agreed. The calculation of return premiums hereunder will be based upon the method of termination (cut-off or run-off basis) and the manner by which risks and exposures reinsured by the REINSURER hereunder attach to the Reinsurance Agreement.

19.8 If (i) a Triggering Event has occurred and the REINSURER’s participation in the Reinsurance Agreement is terminated under this article or (ii) the REINSURER’s participation in the Reinsurance Agreement is terminated under any other article of the Reinsurance Agreement, including natural expiration, and a Triggering Event has occurred at any time after such termination, the REINSURER will have the option of commuting all remaining REINSURER’s Obligations at any time thereafter.

19.9 If the REINSURER elects to commute all remaining REINSURER’s Obligations, it will notify the REINSURED of such election and will present the REINSURED with its calculation of all remaining amounts due from the REINSURER (the “REINSURER’s Calculation”).

The REINSURED will advise the REINSURER in writing within ten (10) calendar days of receipt of the REINSURER’s Calculation if it disagrees with said calculation.

If the REINSURED agrees with the REINSURER’s Calculation, it will pay any amounts due to the REINSURER within twenty (20) calendar days of receipt of the REINSURED’s agreement.

If the REINSURED disagrees with the REINSURER’s Calculation, at the time of so notifying the REINSURER, it will provide the REINSURER with its calculation of the REINSURER’s Obligations (the “REINSURED’s Calculation”). Within ten (10) calendar days of the date that such notice is received by the REINSURER, the Parties will endeavor to agree upon the selection of an independent actuary to determine the value of all remaining REINSURER’s Obligations under the Reinsurance Agreement, such selection to be contingent upon said actuary’s written confirmation to both Parties of his/her ability to perform the review and provide an opinion of the value of all remaining REINSURER’s Obligations under the Reinsurance Agreement within thirty (30) calendar days of receipt of all appropriate documentation from the REINSURED.

If the Parties cannot agree upon an independent actuary within said ten (10) calendar day period, each will, within ten (10) calendar days thereafter, provide the other Party with the names of two independent actuaries who are members of the American Academy of Actuaries (AAA) or fellows of the Institute and Faculty of Actuaries (IFA) or of another actuarial society recognized by the AAA or IFA as having equivalent status or two independent actuaries from the following consulting firms Milliman, Deloitte or Ernst & Young, and within five (5) calendar days thereafter, each will strike the name of one of the other Party’s independent actuaries and thereafter select the independent actuary by drawing the name of one of the two remaining independent actuaries from a hat. If either party fails to name its independent actuaries within the time period set forth above or otherwise fails to comply with any of the procedures,



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conditions or deadlines set forth above, the other Party will be entitled to select the independent actuary to determine the remaining REINSURER’s Obligations.

The cost of said independent actuary will be borne by the REINSURER.

The independent actuary will determine the value of all remaining REINSURER’s Obligations under the Reinsurance Agreement within thirty (30) calendar days of receipt of all appropriate documentation from the REINSURED and will notify the Parties of such determination in writing, which determination will be binding on both Parties. The calculation of REINSURER’s Obligations by the independent actuary will take into account adjustment for net present value based upon the average annual rate of the European Over Night Index Average (EONIA) published by the European Central Bank / its successor the Euro Short-Term Rate (ESTER) published by the European Central Bank or an equivalent rate mutually agreed by the Parties.as of the termination date.

For the purposes of determining the value of the remaining REINSURER’s Obligations, the independent actuary will determine the point estimate which is the actuary’s best estimate of the remaining liabilities of the REINSURER under the Reinsurance Agreement.

If the independent actuary fails to determine the remaining REINSURER’s Obligations within the thirty (30) calendar day period, the REINSURER will, within ten (10) calendar days following the end of said thirty (30) calendar day period, provide the REINSURED with a Letter(s) of Credit (or other form of security acceptable to the REINSURED) that meets the REINSURED regulatory requirements from a bank and in a form acceptable to the REINSURED in an amount equal to the REINSURED’s Calculation. A Letter(s) of Credit will be issued to each REINSURED owed balance by the REINSURER under the Reinsurance Agreement in the amount listed in the REINSURED’s Calculations. Said Letter(s) of Credit will be released upon final payment of the remaining REINSURER’s Obligations by the REINSURER. For purposes of calculating the amount of the Letter(s) of Credit to be provided to each REINSURED owed balances by the REINSURER under the Reinsurance Agreement pursuant to the terms of this paragraph, the REINSURER will be credited with the amount of any collateral previously provided by the REINSURER to a REINSURED which collateral is presently in possession of such REINSURED.

The REINSURER will pay the amount determined by the independent actuary to be all remaining REINSURER’s Obligations under the Reinsurance Agreement within ten (10) calendar days of receipt of such determination. Full payment by the REINSURER, which payment has been received by the REINSURED, will constitute a complete and final release of both Parties in respect of any liability arising from the REINSURER’s participation under the Reinsurance Agreement.

Article 20 Extraordinary Event

20.1 It is agreed between the Parties that this article does not apply to Property per event excess of loss reinsurance agreements.

20.2 In the event of an ‘Extraordinary Event’ if, and only if, as a direct result of the ‘Extraordinary Event’ any Party is unable to perform its obligations hereunder, the following rule shall apply:

The Parties shall be excused from performance of their respective obligations for the duration of the ‘Extraordinary Event’, but in no event shall such excusal exceed 1 (one) month from the inception of the ‘Extraordinary Event’.

Should the ‘Extraordinary Event’ occur within 30 (thirty) calendar days of the Expiry Date and the Parties are, as a direct result of the ‘Extraordinary Event’, not able to finalize the renewal negotiation to reinsure the Business after the Expiry Date, then the Reinsurance Agreement shall be automatically extended for a period of 15 (fifteen) Working Days, subject to one-time tacit renewal in the assumption that the ’Extraordinary Event’ continues to extend its effects with the same consequences, but not exceeding 1 (one) month being the maximum ‘held covered period’ calculated at pro rata Reinsurance Premium from the original Expiry Date. 20.3 The Parties agree that (i) no reinstatement of Limit and no additional capacity and (ii) no reinstatement premium and no Reinsurance Premium additional to that specified in the SPECIAL



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CONDITIONS is payable by the REINSURED for the ‘held covered period’ except prior written agreement of the Parties. For the purposes of this article, an ‘Extraordinary Event’ shall be considered to be exceptional circumstances where the Parties have (a) a significant part of their workforce engaged in renewal process affected by an epidemic as stipulated by a public health authority or (b) no regular or reliable means of external communication and/or any reasonable access to the office and/or office systems and/or data, and are therefore prevented from engaging in their normal renewal exchanges.

20.4 Any Party asserting ‘Extraordinary Event’ as an excuse for non-performance hereunder or as reason for ‘held covered period’ shall have the burden of proving that reasonable steps were taken under the circumstances to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled and that the other Party was notified in a timely manner of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated.

20.5 Nothing in this article shall be construed to mean that any Party is relieved from performing its obligations under the Reinsurance Agreement as a result of its negligence or other malfeasance, or where non-performance is caused by the usual and natural consequences of external forces or where intervening circumstances are contemplated.

Article 21 Arbitration

21.1 All matters in difference or in dispute between the Parties in relation to the Reinsurance Agreement, including formation and validity, and whether arising before or after termination of the Reinsurance Agreement, shall be referred to an arbitration tribunal in the manner set out below. 21.2 The arbitration shall take place in the country in which the head office of the REINSURED is situated and the arbitration tribunal shall apply the law of that country as the proper law of the Reinsurance Agreement and of the Arbitration Agreement. In addition, the arbitration tribunal shall observe the customs and practices of the reinsurance business. 21.3 The tribunal may permit, in its discretion, the admission of evidence regarding the formation, interpretation, purpose or intent of the Reinsurance Agreement a) Unless the Parties agree upon a single arbitrator within 30 (thirty) Working days of one receiving a written request from the other for arbitration, the claimant (the Party requesting arbitration) shall appoint an arbitrator and give written notice thereof to the respondent. Within 30 (thirty) Working Days of receiving such notice the respondent shall appoint a second arbitrator and give written notice thereof to the claimant, failing which the claimant may apply to the appointor hereinafter named to nominate an arbitrator on behalf of the respondent. b) Before they enter upon a reference the 2 (two) arbitrators shall appoint a third arbitrator. Should they fail to appoint such a third arbitrator within 30 (thirty) Working Days of the appointment of the respondent's arbitrator, then either of the Parties may apply to the appointor for the appointment of the third arbitrator. The 3 (three) arbitrators shall decide by majority. If no majority can be reached the opinion of the third arbitrator shall prevail. The third arbitrator shall also act as chairperson of the tribunal and conduct the arbitration proceedings. c) Unless the Parties otherwise agree the arbitration tribunal shall consist of persons with not less than 10 (ten) years' experience in insurance or reinsurance, and who are active or retired executive officers of insurance or reinsurance companies and will not have a personal or financial interest in the Parties or the outcome of the arbitration. d) In the event of the death of an arbitrator or if an arbitrator should be unable to continue, another shall in such case be appointed instead, by the Party who made the original appointment. In the event of the death of the chairperson, or if the chairperson should be unable to continue, the arbitrators shall agree upon the appointment of a new chairperson within 30 (thirty) Working Days. Should they fail to do so



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within 30 (thirty) Working Days, then either of the Parties may apply to the appointor for the appointment of the new chairperson. 21.4 The arbitration tribunal shall have power to fix all procedural rules for the holding of the arbitration including discretionary power to make orders as to any matters which it may consider proper in the circumstances of the case with regard to pleadings, investigation of facts, the disclosure and inspection of documents, examination of witnesses and any other matter whatsoever relating to the conduct of the arbitration and may receive and act upon such evidence, whether oral or written, strictly admissible or not, as it shall in its discretion think fit. 21.5 The appointor shall be the International Chamber of Commerce (ICC) acting in accordance with its rules regarding the appointment of arbitrators under the UNCITRAL Arbitration Rules in force at the beginning of the arbitration. 21.6.1 The cost of the arbitration shall be borne by the non-prevailing Party. If a Party prevails in part, then the other Party shall bear the cost to that extent. 21.6.2 Such Party shall, however, bear the costs of its own legal representation and assistance. The amount of the cost of the arbitration shall be determined as agreed between the Parties and the arbitrators prior to the arbitration. The arbitration tribunal shall, as a part of its award, specifically state the cost of the arbitration and the manner of its payment. 21.7 The award of the arbitration tribunal shall be in writing and state the reasons upon which it is based. The award shall be final and binding and not subject to appeal. The Parties covenant to carry out the same without delay. If either of the Parties should fail to carry out any award, the other may apply for its enforcement to a court of relevant jurisdiction in any territory in which the Party in default is domiciled or has assets or carries on business 21.8 Notwithstanding the foregoing, a matter regarding the failure of a Party to settle a confirmed balance, whether such confirmation is made expressly or is assumed, may be brought before a court of relevant jurisdiction

Article 22 Choice of Law and Jurisdiction

Subject to the terms of article “Arbitration”, the Reinsurance Agreement shall be governed by the laws and subject to the jurisdiction specified in the SPECIAL CONDITIONS.

Article 23 Entire Agreement

The Reinsurance Agreement, together with the REINSURER’s Signing Page (and any documents incorporated by reference in the articles of the Reinsurance Agreement and in the Signing Page) and any addenda and endorsements attached hereto and any special acceptances, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and there exist no other written or oral understandings, agreements, or assurances with respect to such matters. The Reinsurance Agreement may only be altered or amended in writing and by agreement of the Parties

Article 24 Data Privacy

24.1 The Parties acknowledge and agree that they: a. are each committed to protecting Personal Data of natural persons (“Data Subjects”) in

accordance with applicable laws and regulations (e.g. laws based on European Directive 95/46/CE as amended and / or its replacement Regulation 2016/679 on 25 May 2018 (GDPR) as amended from time to time - “Data Privacy Applicable Laws”);

b. are each acting as data controller according to GDPR in respect of the Personal Data that the Parties process under the Reinsurance Agreement.



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c. are compliant with the Data Privacy Applicable Laws and shall under no circumstances make the other Party in breach with these law and regulation. The REINSURER is aware of its obligations under the Data Privacy Applicable Laws and confirms its compliance with these laws and regulations;

d. have implemented and will maintain within their organization appropriate policies and technical security measures, including appropriate access controls and use of encryption, to protect the security, integrity, availability and confidentiality of the REINSURED’s Personal Data, non-public information and informational systems and to prevent any breaches (e.g. of confidentiality) by their officers, representatives, employees or any other third party acting on their behalf. In determining what are appropriate technical security measures, account shall be taken of the risks presented by (a) accidental or unlawful destruction, the loss, alteration, or unauthorized disclosure of, or access to Personal Data, or non-public information transmitted, stored or otherwise processed; and b) unauthorized access to information systems

e. have fulfilled legal requirements relative to the transfer of such Personal Data.

24.2. Personal Data received by the REINSURER from the REINSURED which is subject to the GDPR shall not be:

a. used by the REINSURER other than in connection with performing its obligations under the Reinsurance Agreement and exercising its rights under the Reinsurance Agreement and/or, subject to the restrictions in the article “Confidentiality” below, in accordance with the purposes set out in the privacy notice of the REINSURER in accordance with Article 14 GDPR “Privacy Notice”; or

b. commercially exploited by the REINSURER; or

c. transferred to a country outside the European Union (EU) without having implemented appropriate safeguards in accordance with the applicable laws and regulations (e.g. GDPR) except if such transfer is permitted by EU law (e.g. transfers to Authorized Locations (as defined below)) or any EU Member Law applicable to the REINSURER.

24. 3. In respect of Personal Data subject to the GDPR,

a) no transfer shall be made to processor or any other third party without prior specific or general written authorization of the REINSURED. It is understood however, that transfers within the European Union or to countries subject to an adequacy level of protection or mechanisms such as, e.g Binding Corporate Rules, or EU Model Contract (including EU Standard Contractual Clauses) recognized by the European Commission (as updated from time to time) (“Authorized Location”) for the purposes of retrocession are considered as already accepted by the REINSURED, consequently no specific or general written authorization is required. Notwithstanding the foregoing, the REINSURED may at any time request the REINSURER to provide a list of countries outside an Authorized Location where (i) retrocessionaires or any third party, to whom the Personal Data has been transferred, are registered or (ii) the data is processed any other third party.

b) The REINSURER may engage processor or any other third party for carrying out specific activities on behalf of the REINSURER, ensuring the same data protection obligations as set out in the Reinsurance Agreement to that other processor or any third party by way of a contract or other law or regulation compliant with European Union or applicable Member State law. 24.4 The REINSURER shall permit the REINSURED or its representative the right to audit REINSURER’s Data Privacy compliance with the terms of this article and shall grant the REINSURED or its representatives such access to its premises as may be needed to fully and promptly carry out the audit and obtain adequate information. Furthermore, the REINSURER acknowledges it has an obligation to provide the REINSURED with reasonable assistance during and audit conducted under this paragraph including, but not limited to, obtaining access to records, files and facilities . The REINSURED or its representative may request this audit, on reasonable advance notice. The Parties shall agree the scope of the audit prior to engaging in this process. The REINSURED’s right to audit shall be exercised with a reasonable frequency (or immediately in case of evident breach by the REINSURER). Alternatively, the REINSURER will provide the REINSURED with:



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(i) an external independent audit report issued by an external auditor, both acceptable to the REINSURED; or (ii) a written and signed statement regarding the state of technical and organizational security measures relevant to the data transferred by the REINSURED under the Reinsurance Agreement and/or the REINSURER’s compliance with GDPR (i.e compliance letter). The statement shall be issued and signed by the Data Protection Officer, or an equivalent (i.e Compliance Officer) and a legal representative of the REINSURER. 24.5 Without prejudice to the generality of the foregoing, the REINSURED confirms that it has obtained and undertakes that it will obtain on a continuing basis all requisite consents from the Data Subjects both for its own compliance purposes, for the purposes of the Reinsurance Agreement and for the purposes of any underlying reinsurance (whether treaty or facultative) and retrocession. 24.6 When required to do so by Data Privacy Applicable Laws, the REINSURED shall forward anonymized data of a “Data Subject” (especially but not limited to policyholder, insured) to the REINSURER, unless it is agreed between the Parties that Personal Data is necessary for administration, risk management and performance of Reinsurance Agreement. Anonymized data means that the data do not allow the REINSURER to identify the Data Subject 24.7 The REINSURED will support the REINSURER to fulfil the REINSURER’s obligations under the GDPR towards the Data Subject without undue delay, including but not limited to providing the Data Subject with the information the REINSURER is required to provide to the Data Subject, and informing the REINSURER about any requests for rectification or deletion. 24.8 To the extent permitted or required by the Data Privacy Applicable Laws, each Party shall notify the other Party without undue delay upon becoming aware of data breaches.

Article 25 Anti-Bribery

25.1 The Parties acknowledge and agree that they (i) are committed to prohibit Bribery; and (ii) have implemented and will maintain within their organization policies or codes prohibiting any such actions by their officers, representatives, or employees and towards any other third party acting on their behalf. 25.2 To the extent permitted by the applicable law, each Party shall notify the other Party as soon as practicable upon becoming aware that an activity carried out in connection with the Reinsurance Agreement has or may have contravened this obligation or any applicable anti-Bribery law or regulation. 25.3 A Party may at any-time request reasonable evidence of the other Party’s compliance with its obligations under this article. To the extent permitted by the applicable law, either Party (“the requesting party”) may also at any time request from the other party (“the disclosing party”) a list of all gifts and entertainment and any other benefits in excess of Euros 500 (five hundred) cumulatively, offered or provided by or on behalf of the disclosing party to officers, employees, affiliates, agents, subcontractors, or any other third party acting on the requesting party’s behalf, and which is related to the placement or operation of the Reinsurance Agreement, provided that the disclosing party maintains such a list in its ordinary course of business. The disclosing party will provide all information which he can provide without incurring a disproportionate expense.

Article 26 Corporate Responsibility

26.1 The Parties acknowledge that the AXA Group adheres to certain principles and practices designed to ensure that the AXA Group does business in a socially responsible manner by promoting sustainable development in its business through commitments towards its principal stakeholders (clients, suppliers, employees, environment, shareholders and community) as more fully set forth in the AXA Group Compliance and Ethics Guide published on the AXA Group website. The AXA Group encourages the Parties to be socially and environmentally responsible and, in particular, seeks open dialogue on these issues.



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26.2 In addition, as part of the AXA Group’s principles and practices of sustainable development, the AXA Group requires the Parties to observe the following three main specific International Labour Organization (ILO) principles: (i) refrain from using, or accepting that their own suppliers and sub-contractors make use of child labour (under 15 (fifteen) years of age) or forced labour; (ii) ensure staff safe and healthy working conditions and environment, respecting individual and collective liberties; and (iii) promote non-discrimination (sex, race, religion or political conviction) as regards staff recruitment and management. For more information, see the ILO website.

Article 27 Anti-Money Laundering

The REINSURED undertakes to ensure that it has in place and will maintain all relevant anti-money laundering and counter-terrorism financing policies and procedures of any jurisdiction applicable to itself and of the AXA Group Standards and Policies. The REINSURER relies explicitly on the REINSURED for assuring corresponding screenings and may at any time request evidence from the REINSURED as to such policies, procedures and AXA Group Standards and Policies.

Article 28 Sanctions

28.1 Subject to any amendment of this clause in the SPECIAL CONDITIONS. No REINSURER shall be deemed to provide cover and no REINSURER shall be liable to pay any claim or provide any benefit hereunder to the extent that the provision of such cover, payment of such claim or provision of such benefit would expose that REINSURER to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom or United States of America. 28.2 The REINSURED undertakes to ensure that it has in place and will maintain all relevant sanctions policies and procedures of any jurisdiction applicable to itself and of the AXA Group Standards and Policies. The REINSURER relies explicitly on the REINSURED for assuring corresponding screenings and may at any time request evidence from the REINSURED as to such policies, procedures and AXA Group Standards and Policies.

Article 29 Confidentiality

29.1 The Parties agree that the documents, records, information and data (including Personal Data), including but not limited to terms and conditions and all renewal information, provided to the REINSURER or its representatives or agents by the REINSURED, whether directly or through an authorized agent/broker, in connection with the placement of, or their participation in the Reinsurance Agreement or in connection with any review of the REINSURED’s files, records or documents pursuant to the terms of any provisions of the Reinsurance Agreement ("Confidential Information") are confidential to the REINSURED. 29.2 Confidential Information does not include documents, records, information or data that the REINSURER can show: a. are publicly known or have become publicly known through no unauthorized act of the REINSURER or any third party associated with the REINSURER; or b. have been rightfully received by the REINSURER from a third person without obligation of confidentiality; or c. were in the REINSURER’s possession on a non-confidential basis prior to receipt from the REINSURED. 29.3 Absent the prior written consent of the REINSURED, the REINSURER will not disclose any Confidential Information to any third parties, including any affiliated companies, except: a. when required to disclose such Confidential Information to retrocessionaires subject to the business ceded to this Agreement; or



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b. when required to disclose such Confidential Information to regulators performing an audit of the REINSURER 's records and/or financial condition; or c. when required to disclose such Confidential Information to external auditors performing an audit of the REINSURER 's records in the normal course of business; or d. on a “need to know” basis, to its officers, directors, employees, agents, representatives and professional advisors, and to any of its affiliates solely for administration, risk management, claims handling and accounting purposes. 29.4 The REINSURER shall ensure that all parties who receive Confidential Information in accordance with this article are fully informed of these provisions and that they will be bound by the restrictions and obligations in this article. The REINSURER is responsible for any breach of this article by any such party. 29.5 The REINSURER agrees not to use any Confidential Information for any purposes except those related solely to the performance of its obligations or enforcement of its rights under the Reinsurance Agreement or for administration, risk management, claims handling and accounting purposes relating to the subject reinsurance business. 29.6 The REINSURED shall be immediately informed, by the REINSURER, of any breach of this article which the REINSURER becomes aware of. 29.7. Notwithstanding the above, in the event that the REINSURER is required by court order, other legal process or any regulatory authority to release or disclose any or all of the Confidential Information, the REINSURER agrees, to the extent permitted by law, to provide the REINSURED with written notice of the same at least ten (10) Working Days prior to such release or disclosure and to use all its commercially reasonable efforts to assist the REINSURED in maintaining the confidentiality provided for in this article. If a protective order or other remedy is not obtained and a waiver hereunder is not received, the REINSURER will disclose only that portion of the Confidential Information which is legally required and will use its commercially reasonable efforts to obtain assurances from the recipients of any or all of the Confidential Information that confidential treatment will be accorded to such Confidential Information. 29.8 At the written request of the REINSURED, the REINSURER will either return the Confidential Information to the REINSURED or destroy the same, both with written confirmation to the REINSURED, and the REINSURER will not retain any such copies of such materials in whole or in part except that the REINSURER will be entitled to retain that portion of the Confidential Information which it requires for (a) legal, regulatory or internal compliance purposes for the sole purpose of dealing with any claims made with regard to the Reinsurance Agreement, or internal risk, exposure and portfolio management activities which would not compromise confidentiality, or (b) that is retained in computer back-up, disaster recovery or archive systems. Any Information so retained will continue to be treated as confidential on the terms of this article. 29.9 The REINSURER and the REINSURED agree and understand that, notwithstanding any pending or future disputes between them or any claims relating to or arising from such disputes, the provisions of this article are not intended to create a license to use such Confidential Information and should not be construed as a waiver of any confidentiality or privilege over such material for any other purpose and such confidentiality and privileges are expressly reserved. 29.10 Any breach or threatened breach of this article will constitute a breach that might cause irreparable injury, not readily measured in money, and for which the REINSURED, without waiving any other remedies or rights at law or in equity, will be entitled to injunctive relief or other equitable relief. Any such right or remedy and any and all other rights or remedies provided for herein will be cumulative and not exclusive and in addition to any and all other rights or remedies which the REINSURED may have under the Reinsurance Agreement or otherwise



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Article 30 Severability

30.1 If, at any time, any provision of the Reinsurance Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair:

- the legality, validity or enforceability in that jurisdiction of any other provision of the Reinsurance Agreement; or

- the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of the Reinsurance Agreement.

30.2 Unless otherwise agreed, any invalid or unenforceable provision shall be replaced with a legal, valid and/or enforceable provision which most closely approximates the intent and economic effect of the illegal, invalid or unenforceable provision.

Article 31 Counterparts Provisions

31.1 The Reinsurance Agreement may be executed in 2 (two) or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement. 31.2 Where the REINSURED consists of several companies, one of the companies can be designated by the Parties as the Leading REINSURED. In this case, the Leading REINSURED is authorised by the other companies to sign any contractual document relating to the Reinsurance Agreement on behalf of the REINSURED.

Article 32 Mode of Execution

32.1 The Reinsurance Agreement shall be executed by the following:

a. an original written ink signature of paper documents;

b. a scanned copy in PDF format or any alternative secure digital document format, showing the original written ink signature of paper documents;

c. digital signature technology, which functionality is under the sole control of the person

authorized to execute the digital signature concerned. Provided that the digital signature applied is capable of authentication and is linked to the digitally signed document in such a manner that if the digitised image is altered, such digital signature is invalidated;

d. a unique authorization provided via a secure electronic trading platform;

e. an exchange of facsimile copies showing the original written ink signature of paper documents.

32.2 Any amendment or changes to the Reinsurance Agreement shall be executed using one or more of the methods specified above. Unless otherwise required by law or regulation the use of any one or a combination of these methods of execution shall constitute a legally binding and valid signing of the Reinsurance Agreement, amendments or changes thereto, each of which, when duly executed, shall be deemed an original.

Article 33 Survival of the Reinsurance Agreement

Notwithstanding the natural expiration or termination of the Reinsurance Agreement (or the REINSURER’s participation) as provided in this article or elsewhere in the Reinsurance Agreement, the provisions of the Reinsurance Agreement will survive the natural expiration or termination of the Reinsurance Agreement and will continue to apply to all obligations and liabilities of the Parties incurred hereunder, including but not limited to all rights to pursue any course of action as expressed



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in any article of the Reinsurance Agreement. It is the express intent of the Parties that all such obligations and liabilities will be fully performed and discharged and all rights conferred under the terms of the Reinsurance Agreement will survive the termination or natural expiration of the Reinsurance Agreement.

AXA_2021_P&C REINSURANCE_GENERAL CONDITIONS _PROPORTIONAL

P&C GENERAL CONDITIONS PROPORTIONAL SLIP TEXT WORDING 2021 GC 1

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CHAPTER 1B

GENERAL CONDITIONS


PROPORTIONAL 2021



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CONTENT

INTRODUCTION ................................................................................................................................................ 3

DEFINITIONS .................................................................................................................................................... 3




ARTICLE 4 SPECIAL ACCEPTANCES .................................................................................................................... 6

ARTICLE 5 PERIOD AND LOSS ATTACHMENT ..................................................................................................... 6


ARTICLE 7 PREMIUM PORTFOLIO ENTRY AND WITHDRAWAL .......................................................................... 7

ARTICLE 8 LOSS PORTFOLIO ENTRY AND WITHDRAWAL ................................................................................... 7

ARTICLE 9 PREMIUM RESERVES ........................................................................................................................ 7

ARTICLE 10 LOSSES RESERVES DEPOSIT ............................................................................................................ 7

ARTICLE 11 REINSURED’S RETENTION AND CAPACITY OF THE REINSURANCE ................................................... 8

ARTICLE 12 REINSURANCE PREMIUM AND COMMISSION ................................................................................ 8

ARTICLE 13 CASH CALL...................................................................................................................................... 8

ARTICLE 14 NOTIFICATIONS OF CLAIMS ............................................................................................................ 8


ARTICLE 16 BORDEREAUX ................................................................................................................................ 9

ARTICLE 17 CURRENCY ..................................................................................................................................... 9






ARTICLE 23 ARBITRATION ............................................................................................................................... 14



ARTICLE 26 DATA PRIVACY ............................................................................................................................. 16








ARTICLE 34 MODE OF EXECUTION .................................................................................................................. 20




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Introduction

The reinsurance agreement (hereinafter referred to as the “Reinsurance Agreement”) shall collectively consist of:

(1) the general terms and conditions set out below (hereinafter referred to as the “GENERAL

CONDITIONS”); and (2) the applicable Placing Slip and its Appendices to which these GENERAL CONDITIONS are

annexed, together with any addenda, amendments or endorsements thereto (hereinafter referred to as the “SPECIAL CONDITIONS”).

In the event of a conflict between the terms of the SPECIAL CONDITIONS and the GENERAL CONDITIONS, the terms of the SPECIAL CONDITIONS shall prevail.

Definitions




Business Capacity Cash Call

means the business(es) or classes of business(es) specified in the SPECIAL CONDITIONS. Sum of the Retention and the Limit. means a request by the REINSURED to the REINSURER for an expedited claims payment (i.e a payment earlier than the payment of claims otherwise contemplated by the Reinsurance Agreement).

Gross Net Premium Income IBNR Insolvency Event Limit

means the gross premium accruing to the REINSURED after deducting cancellations, returns, and taxes, or otherwise stated under the SPECIAL CONDITIONS. means incurred but not reported losses. as defined in the SPECIAL CONDITIONS or applicable law. means the amount of Risk the REINSURED cedes to the REINSURER

PROPORTIONAL GENERAL CONDITIONS



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Original Insured


Original Net Premium

means gross premium in respect of the Business for the period as received by the REINSURED less brokerage, commissions, discounts, allowances, returns of premium, original profit commissions, premiums for reinsurance which inure to the benefit of the Reinsurer hereon, no claims bonuses and any applicable taxes.

Period Personal Data

means the duration during which the Reinsurance Agreement is in force and which begins on the Effective Date and ends on the Expiry Date (or date of termination, if the Reinsurance Agreement is terminated in accordance with the terms of article “Special Termination” or by agreement), both dates inclusive, or as long as the Reinsurance Agreement is automatically renewed. shall have the meaning set out in the Data Privacy Applicable Laws definition mentioned under article “Data Privacy”.

Policy(ies) means all original contracts of insurance (including co-insurance) and/or or reinsurance, accepted and/or renewed by the REINSURED.

Policyholder Reinsurance Premium Retention

means the owner of a Policy; usually, but not always, the Original Insured. means the amount payable to the REINSURER, stated in the SPECIAL CONDITIONS, defined as a percentage of the Original Net Premium (or another basis as stated under the SPECIAL CONDITIONS) and determined by the amount of risk shared by the Parties. means the amount or share of Risk the REINSURED retains. The part of the Risk which is not ceded to the Reinsurance Agreement


The REINSURED shall be the sole judge as to what constitutes a Risk. means that reinsurance is provided for claims arising from Policies incepting, renewing, resigning or treated as having been re-signed at the date when such risks, or part of the period of the risks, have reached any maximum period on any preceding period of reinsurance, during the Period.

Special Acceptances


Working Day means a full period of 24 (twenty-four) hours running from midnight to midnight not falling on a weekend or on a day on which banks or insurance companies are generally closed for business (other than solely for trading and settlement) in the territory of the Party with whom any obligation that is defined in terms of days rests in the Reinsurance Agreement.





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It is agreed as follows :


1.1 The Reinsurance Agreement is agreed between the REINSURED of the one part and the

REINSURER of the other part (hereinafter referred to individually as a “Party” or collectively as the

“Parties”), both specified under the SPECIAL CONDITIONS 1.2 The REINSURED hereby agrees to cede and the REINSURER hereby agrees to reinsure the Policies defined in the article “Business”.

1.3 Any Business ceded hereunder is subject to the terms and conditions of the REINSURED's Policy

or Policies, including but not limited to all changes in coverage and all endorsements made a part of

such Policy or Policies, subject to the terms and conditions of the Reinsurance Agreement, the true

intent of the Reinsurance Agreement being that the REINSURER shall, subject to the terms of the

Reinsurance Agreement, follow the fortunes of the REINSURED in all respects under the

Policies. Accordingly, by way of illustration, subject to the terms and conditions of the Reinsurance

Agreement, should any regulatory or other legal restrictions of any state require the modification of any

Policy to which the Reinsurance Agreement applies, the liability of the REINSURER will follow that of

the REINSURED. Further, by way of illustration, any increase in limits of liability made in such Policy or

Policies will be automatically binding upon the REINSURER from the date such increase is effective,

subject always to the terms and conditions of the Reinsurance Agreement, including the limits and

retention as set forth under the article “REINSURED’s Retention and Capacity of this Reinsurance” of

the SPECIAL CONDITIONS. 1.4 The Reinsurance Agreement replaces any written or oral agreement entered into previously by either of the Parties for the same Period and for the same Business.

1.5 The Reinsurance Agreement is solely between the REINSURED and the REINSURER. Nothing

herein will in any manner create any obligations or establish any rights in favour of or be enforceable by

any third parties except as may be provided under articles “Representation of Technical



2.1 All loss settlements made by the REINSURED, in respect of the Policies covered under the terms and conditions of the Reinsurance Agreement, shall be binding upon the REINSURER, including any costs and expenses incurred in connection with the litigation, arbitration, defence, investigation, appraisal, settlement and/or negotiation, of a claim or loss (to include legal expenses and costs incurred in connection with coverage questions and legal actions connected thereto, such as declaratory judgment actions), costs incurred in connection with loss recovery, subrogation and salvage, adjustment costs such as expert fees, damages, costs and/or interest awarded against the REINSURED (including in respect of a breach of a material obligation, but not punitive damages as a separate head of claim or other obligations outside of the Policies) and professional fees and expenses (excluding salaries of all employees and office expenses of the REINSURED, except in house attorneys at pro rata share of salaries calculated in accordance with the time occupied in adjusting, defending and settling such loss) reasonably incurred in connection therewith. 2.2 Notwithstanding the foregoing ex-gratia payments by the REINSURED, being payments for pure commercial reasons by the REINSURED, where the REINSURED is not liable under the terms and conditions of the relevant Policies, shall only be binding upon the REINSURER following its prior approval thereof. 2.3 The REINSURED may effect facultative reinsurance cessions on all or a portion of certain Business. 2.4 Policies granted by the REINSURED wherein the REINSURED is named as the Original Insured either alone or jointly with another insured shall not be excluded from cover under the Reinsurance Agreement.



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4.1 Special Acceptances in force at inception of the Reinsurance Agreement shall be covered hereunder, provided such Special Acceptances are declared within the renewal information by the REINSURED. 4.2 Any request for a Special Acceptance after the Effective Date of the Reinsurance Agreement shall be notified to the REINSURER (in accordance with the provisions stated in the SPECIAL CONDITIONS

(if stated in the SPECIAL CONDITIONS). 4.3 Special Acceptances shall be agreed or refused by the REINSURER within 7 (seven) Working Days from the receipt of the REINSURED’s request. If no response, of any kind, has been received by the REINSURED within these 7 (seven) Working Days, the Special Acceptances will be considered as approved by the REINSURER.


5.1 Effective Date The Reinsurance Agreement shall take effect on the Effective Date specified in the SPECIAL CONDITIONS. 5.2 Expiry Date The Reinsurance Agreement shall terminate on the Expiry Date specified in the SPECIAL CONDITIONS, unless extended in accordance with the terms of the “Extraordinary Event” article or terminated in accordance with the terms of the “Special Termination” article, in which case the Expiry Date shall be the last date of such extension or the effective date of early termination, as applicable. Where the Reinsurance Agreement is stated in the SPECIAL CONDITIONS to be automatically renewed, either party has the right to terminate the Reinsurance Agreement by giving 3 (three) months’ notice to the other Party, such notice to expire on an anniversary of the start date of the Reinsurance Agreement. The notice of termination shall be given in writing (registered letter, facsimile or any other means of communication that leaves a permanent record of such communication) and addressed to the head office of the Party to receive the notice, or to any other address indicated for that purpose under the SPECIAL CONDITIONS. Such notice is considered served upon dispatch or where communication between the Parties are interrupted upon attempted dispatch. During the notice period, the REINSURER will continue to accept new reinsurance business under the terms and conditions of the Reinsurance Agreement 5.4 Period The rights and obligations of both Parties to the Reinsurance Agreement shall remain in full force throughout the Period and as provided in the article “Survival of the Reinsurance Agreement”. Furthermore, in respect of losses occurring (and/or any other loss attachment provisions if provided for in the SPECIAL CONDITIONS) during the Period (or as provided under paragraph 5 of this article) such rights and obligations will remain after the Period, except as otherwise provided for in the Reinsurance Agreement. 5.5 Loss Attachment 5.5.1 The Reinsurance Agreement shall apply on a Loss Occurring Basis. If the Reinsurance Agreement is to operation on another loss attachment basis, it shall be specified in the SPECIAL CONDITIONS. 5.5.2 If the Reinsurance Agreement is on a Loss Occurring basis and expires or is terminated while one or more Loss /Accident Occurrence/Risk (subject to the SPECIAL CONDITIONS) covered hereunder is in progress and/or declared, it is agreed that subject to the other GENERAL CONDITIONS, the REINSURER hereon is responsible as if the entire loss(es) or damage(s) had occurred prior to the expiration or termination of the Reinsurance Agreement, provided that no part of



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that Loss/ Accident Occurrence/ Risk is claimed against any renewal of, or contract replacing the Reinsurance Agreement.

5.5.3 If the Reinsurance Agreement is on Risk Attaching Basis and a loss covered hereunder involves two or more Policies that are covered by different periods of reinsurance, then the Retention shall be reduced to that percentage by which such loss is covered by the Policy(ies) attaching to the Period of the Reinsurance Agreement compared to the total of amount of such loss covered under all Policies covering such loss combined . The proportion of liability for the indemnity provided under the Reinsurance Agreement shall likewise be computed in the same manner.



Article 7 Premium Portfolio Entry and Withdrawal

7.1 If applicable (i.e. if so stated in the SPECIAL CONDITIONS), the REINSURER shall assume liability for its share of all risks in force at the Effective Date of the Reinsurance Agreement in respect of losses whose trigger falls on or subsequent to such commencement date and in consideration thereof the REINSURED shall credit the REINSURER for its share a Premium Portfolio Entry of the unearned premiums of the in-force risks falling under the scope of the Reinsurance Agreement as specified in the SPECIAL CONDITIONS. 7.2 Where the above paragraph does apply, the REINSURER’s liability for its share of all cessions current at the Expiry Date in respect of losses whose trigger falls on or subsequent to such termination date shall cease at that date and in consideration thereof the REINSURED shall debit the REINSURER for its share a Premium Portfolio Withdrawal of the Reinsurance Premium in the accounts of the current year as mentioned in the SPECIAL CONDITIONS

Article 8 Loss Portfolio Entry and Withdrawal

8.1 If applicable (i.e. if so stated in the SPECIAL CONDITIONS), the REINSURER shall assume at the

Effective Date of the Reinsurance Agreement all losses outstanding under the previous reinsurance

agreements of the REINSURED of the preceding reinsurance period and in consideration thereof the

REINSURED shall credit the REINSURER for its share a Loss Portfolio Entry of the losses outstanding

under the Reinsurance Agreement of the REINSURED of the preceding reinsurance period. 8.2 Where the above paragraph does apply, at the Expiry Date of the Reinsurance Agreement, the REINSURED shall debit the REINSURER with a Loss Portfolio Withdrawal equal to the latter’s share of the losses outstanding at the Expiry Date of the Reinsurance Agreement, thereby relieving the REINSURER of any further liability.

Article 9 Premium Reserves

9.1 If stated in the SPECIAL CONDITIONS, a premium reserve deposit shall be established by the REINSURED, according to the period and percentage specified in the SPECIAL CONDITIONS. 9.2 This percentage shall be established from the date of rendering each periodic account and shall be released to the REINSURER in the corresponding following periodic account. 9.3 Interest at the rate specified in the SPECIAL CONDITIONS shall be credited to the REINSURER on the premium reserves deposit in the account when the deposit is released.

Article 10 Losses Reserves Deposit

10.1 If stated in the SPECIAL CONDITIONS, a part of the Loss Reserves Deposit shall be retained by the REINSURED, according to the terms specified in the SPECIAL CONDITIONS.



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10.2 The part to be deposited shall be retained from the date of rendering each periodic account and shall be released to the REINSURER in the corresponding following periodic account. 10.3 Interest at the rate specified in the SPECIAL CONDITIONS shall be credited to the REINSURER on the Loss Reserves Deposit in the account when the deposit is released.

Article 11 Reinsured’s Retention and Capacity of the Reinsurance

The type and amount of the REINSURED’s Retention and the Capacity of the Reinsurance Agreement are set out in the SPECIAL CONDITIONS.

Article 12 Reinsurance Premium and Commission

12.1 The REINSURED shall pay to the REINSURER the latter’s share of the premium (“the Reinsurance Premium”) received by the REINSURED in respect of all Policies. 12.2 A reinsurance commission (“the Reinsurance Commission”) is payable to the REINSURED in an amount corresponding to the percentage of the Premium which is specified in the SPECIAL

CONDITIONS.


13.1 Unless otherwise stated in the SPECIAL CONDITIONS, whenever the amount of loss payment(s) exceed(s) the threshold, and the REINSURED makes a Cash Call request for the excess amount, the REINSURER shall pay that part of the claim equivalent to its proportionate share to the REINSURED, within 25 (twenty-five) Working Days upon Cash Call confirmation by the REINSURED. Cash Call request(s) may include any amount which is scheduled to be paid by the REINSURED within the next 25 (twenty-five) Working Days from the REINSURED’s confirmation.




Article 14 Notifications of Claims

14.1 Where a claim equals or exceeds the threshold specified in the SPECIAL CONDITIONS, the REINSURED shall give written notice of such claim to the REINSURER as soon as practicable upon receiving knowledge thereof and shall thereafter keep the REINSURER fully informed of all significant developments, including supporting document and information, in respect of such claim as soon as practicable on receiving knowledge thereof. 14.2 Upon the REINSURER’s request, the REINSURED shall make available any relevant information that the REINSURER may require in respect of claims or potential claims notified in accordance with the foregoing paragraph, provided that the disclosure of such information does not prevent either Party from complying with applicable laws 14.3 Upon the REINSURER’s request, the REINSURED shall cooperate with the REINSURER or any other person designated by the REINSURER in a timely manner in respect of the settlement of a claim notified pursuant to the first paragraph of this article. The REINSURER shall bear the cost of this involvement in the settlement of a claim. 14.4 Such cooperation shall consist of the provision of advice and analysis to the REINSURED by the REINSURER. It is further agreed that the REINSURED may delegate to the REINSURER the right to settle claims.



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15.1 The REINSURED will send to the REINSURER an account established in the Currency or Currencies specified in the SPECIAL CONDITIONS and at the frequency set out in the SPECIAL CONDITIONS as soon as reasonably possible, and in any event not later than 12 (twelve) weeks after the end of the accounting period (or within a shorter time limit if so stated in the SPECIAL CONDITIONS). 15.2 The REINSURER shall confirm its agreement within 6 (six) weeks following the receipt of the account. If no confirmation is made within this 6 (six)-week period, the account will be deemed accepted by the REINSURER and the balance shall be paid by the debtor party within 15 (fifteen) Working Days from the expiry of the above 6 (six)-week period. 15.3 Any comments regarding an error and/or an omission on the account shall be notified by the REINSURER to the REINSURED within 6 (six)-weeks following the receipt of the account. The REINSURED shall then upon confirmation of such error and/or omission provide the REINSURER with an account adjusted accordingly within 15 (fifteen) Working Days from the receipt of notification thereof. The balance resulting thereof shall be paid by the debtor party, within 15 (fifteen) Working Days from the receipt of the adjusted account. Notwithstanding the foregoing, any errors detected after the 6 (six) weeks period may be notified no later than end of the following accounting period by written notice and, if the Parties agree an adjustment is required, the accounting position shall be rectified in the account relating to the following accounting period. 15.4 All payments shall be made by means of a wire transfer or bank order, the cost of this transfer being payable by the debtor party. Amounts below 100 (one hundred) Euros will be reported on the next account. 15.5 For the part of any outstanding loss, the REINSURED may request the REINSURER to represent its liability in the manner set forth under the article “Representation of Technical Reserves/Reinsurance Credit/Reinsurance Security” of the SPECIAL CONDITIONS. 15.6 The Parties agree that where an amount is due and payable by one Party to the other pursuant to the terms of the Reinsurance Agreement, such amount may be set off against any amounts due and payable under the Reinsurance Agreement to such Party by the other Party pursuant to the Reinsurance Agreement.

Article 16 Bordereaux

If applicable, as soon as practicable after the close of each accounting period the REINSURED shall furnish the REINSURER with bordereaux broken down according to classes of insurance and types of cession showing details of the Business (paid and outstanding losses, premiums and special acceptances if any) made under the Reinsurance Agreement.

Article 17 Currency

17.1 Currency Within the scope of the Reinsurance Agreement, all amounts must be stated, all financial statements must be prepared and all payments must be made in the currency or currencies specified in the SPECIAL CONDITIONS (“CURRENCY”) 17.2 Currency Fluctuation Currencies other than the Currency or Currencies in which the Reinsurance Agreement is written shall be converted into that Currency at the rate of exchange as used in the accounts of the REINSURED.



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REINSURED if it is not current in all undisputed payments due to the REINSURED. 18.4 Further, it is understood, and the REINSURER agrees that such access may be subject to the execution of a reasonable confidentiality agreement and may be restricted, in certain circumstances, by confidentiality agreements between the REINSURED and its Policyholders, or by law or government restrictions. Nothing in this article requires the REINSURED to maintain or to make available any of its Records for longer than the period required by the laws or regulations applicable to that REINSURED.


19.1 Any inadvertent delay, error, or omission in complying with the terms and conditions of the Reinsurance Agreement will not be held to relieve either Party hereto from any liability which would attach to it hereunder if such delay, error, or omission had not been made, provided that such delay, error, or omission is rectified promptly upon discovery. Nothing contained in this article will be held to impose liability on either Party greater than would have attached hereunder had such delay, error, or omission not occurred. 19.2 Inadvertent delay, error, or omission includes any non-disclosure or misrepresentation of a material fact made to the REINSURER at placement of the Reinsurance Agreement provided such non-disclosure or misrepresentation was free from any reckless or fraudulent conduct. Solely with respect to any negligent non-disclosure or misrepresentation of a material fact, it is agreed that the REINSURER will be entitled to be placed in the position it proves on the balance of probabilities that it would have been in had such non-disclosure or misrepresentation not occurred.


Where an Insolvency Event occurs in relation to the REINSURED the terms of the SPECIAL

CONDITIONS (if provided for in the SPECIAL CONDITIONS) shall apply.






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The other Party



(iii) merges with or into another entity, whether or not it is the surviving entity.

21.3 The REINSURED may terminate the REINSURER’s participation in the Reinsurance Agreement at any time after one or more of the following Triggering Events has occurred (provided such event(s) have not been rectified prior to the effective date of termination):

The REINSURER






(vi) has transferred its claims-paying authority under the Reinsurance Agreement to an unaffiliated entity or in any way has delegated its obligations under the Reinsurance Agreement to an unaffiliated entity without the prior written consent of the REINSURED; provided, however, the transfer of claims-paying authority or administration to a third party where the REINSURER maintains control over claims settlement decisions, or the agreement by a Lloyd’s syndicate to follow claims settlements procedures under Lloyd’s Claims Scheme (Combined) or agreement by an International Underwriting Association of London company to follow IUA Claims Agreement practices, will not constitute a transfer of its claims-paying authority for purposes of this sub-paragraph, or has failed to comply with the provisions set forth in the funding requirements of the article “Representation of Technical Reserves/Reinsurance Credit; Reinsurance Security” of the SPECIAL CONDITIONS; or

(vii) i. The Standard & Poor’s Insurer Financial Strength rating of the REINSURER is withdrawn (by either Standard & Poor’s or the REINSURER) or falls below “A”;



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ii. or the A.M. Best Financial Strength rating of the REINSURER is withdrawn (by either A.M. Best or the REINSURER) or falls below “A”; or




In the event that the REINSURER’s Financial Strength rating, as of the commencement date of the Reinsurance Agreement, is below the mentioned rating under i. to iv., the REINSURED shall have the right to terminate the Reinsurance Agreement if the Financial Strength rating is declined by a notch.

In the event that the REINSURER is a Lloyd’s Syndicate, the Financial Strength rating of the Lloyd’s Market will be used to determine if a Triggering Event has occurred, or


21.4 Termination by either Party will be effected by written notice of termination and will be effective upon receipt of said notice by the other Party. 21.5 If the Reinsurance Agreement is terminated under this article, , the REINSURER will have the option of termination on either a cut-off or run-off basis. The REINSURER will notify the REINSURED as to whether the REINSURER’s participation in the Reinsurance Agreement will be terminated on a cut-off or run-off basis. If the REINSURER elects to terminate its participation in the Reinsurance Agreement on a run-off basis, it can, at any time thereafter, elect to terminate its participation in the Reinsurance Agreement on a cut-off basis effective upon receipt of written notice of the change by the REINSURED.



21.8 If (i) a Triggering Event has occurred and the REINSURER’s participation in the Reinsurance Agreement is terminated under this article or (ii) the REINSURER’s participation in the Reinsurance



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Agreement is terminated under any other article of the Reinsurance Agreement, including natural expiration, and a Triggering Event has occurred at any time after such termination, the REINSURER will have the option of commuting all remaining REINSURER’s Obligations at any time thereafter.

21.9 If the REINSURER elects to commute all remaining REINSURER’s Obligations, it will notify the REINSURED of such election and will present the REINSURER with its calculation of all remaining amounts due from the REINSURER (the “REINSURER’s Calculation”).


If the REINSURED agrees with the REINSURER’s Calculation, it will pay any amounts due to the REINSURED within twenty (20) calendar days of receipt of the REINSURED’s agreement.

If the REINSURED disagrees with the REINSURER’s Calculation, at the time of so notifying the REINSURER, it will provide the REINSURER with its calculation of REINSURER’s Obligations (the “REINSURED’s Calculation”). Within ten (10) calendar days of the date that such notice is received by the REINSURER, the Parties will endeavor to agree upon the selection of an independent actuary to determine the value of all remaining REINSURER’s Obligations under the Reinsurance Agreement, such selection to be contingent upon said actuary’s written confirmation to both Parties of his/her ability to perform the review and provide an opinion of the value of all remaining REINSURER’s Obligations under the Reinsurance Agreement within thirty (30) calendar days of receipt of all appropriate documentation from the REINSURED.

If the Parties cannot agree upon an independent actuary within said ten (10) calendar day period, each will, within ten (10) calendar days thereafter, provide the other Party with the names of two independent actuaries who are members of the American Academy of Actuaries (AAA) or fellows of the Institute and Faculty of Actuaries (IFA) or of another actuarial society recognized by the AAA or IFA as having equivalent status or two independent actuaries from the following consulting firms Milliman, Deloitte or Ernst & Young, and within five (5) calendar days thereafter, each will strike the name of one of the other Party’s independent actuaries and thereafter select the independent actuary by drawing the name of one of the two remaining independent actuaries from a hat. If either Party fails to name its independent actuaries within the time period set forth above or otherwise fails to comply with any of the procedures, conditions or deadlines set forth above, the other Party will be entitled to select the independent actuary to determine the remaining REINSURER’s Obligations.


The independent actuary will determine the value of all remaining REINSURER’s Obligations under the Reinsurance Agreement within thirty (30) calendar days of receipt of all appropriate documentation from the REINSURED and will notify the parties of such determination in writing, which determination will be binding on both parties. The calculation of REINSURER’s Obligations by the independent actuary will take into account adjustment for net present value based upon the average annual rate of the European Over Night Index Average (EONIA) published by the European Central Bank / its successor the Euro Short-Term Rate (ESTER) published by the European Central Bank or an equivalent rate mutually agreed by the Partie sas of the termination date.


If the independent actuary fails to determine the remaining REINSURER’s Obligations within the thirty (30) calendar day period, the REINSURER will, within ten (10) calendar days following the end of said thirty (30) calendar day period, provide the REINSURED with a Letter(s) of Credit (or other form of security acceptable to the REINSURED) that meets the REINSURED regulatory requirements from a bank and in a form acceptable to the REINSURED in an amount equal to the REINSURED’s Calculation. A Letter(s) of Credit will be issued to each REINSURED owed balance by the REINSURER under the Reinsurance Agreement in the amount listed in the REINSURED’s Calculations. Said Letter(s) of Credit will be released upon final payment of the remaining REINSURER’s Obligations by the REINSURER. For purposes of calculating the amount of the Letter(s) of Credit to be provided to each REINSURED owed balances by the REINSURER under the Reinsurance Agreement pursuant to the terms of this



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paragraph, the REINSURER will be credited with the amount of any collateral previously provided by the REINSURER to a REINSURED which collateral is presently in possession of such REINSURED.




22.2 The parties shall be excused from performance of their respective obligations for the duration of the ‘Extraordinary Event’, but in no event shall such excusal exceed 1 (one) month from the inception of the ‘Extraordinary Event’.

Should the ‘Extraordinary Event’ occur within 30 (thirty) calendar days of the Expiry Date and the parties are, as a direct result of the ‘Extraordinary Event’, not able to finalize the renewal negotiation to reinsure the Business after the Expiry Date, then the Reinsurance Agreement shall be automatically extended for a period of 15 (fifteen) Working Days, subject to one-time tacit renewal in the assumption that the ’Extraordinary Event’ continues to extend its effects with the same consequences, but not exceeding 1 (one) month being the maximum ‘held covered period’ calculated at pro rata Reinsurance Premium from the original Expiry Date. 22.3 The Parties agree that (i) no reinstatement of Limit and no additional capacity and (ii) no reinstatement premium and no Reinsurance Premium additional to that specified in the SPECIAL CONDITIONS is payable by the REINSURED for the ‘held covered period’ except prior written agreement of the parties. For the purposes of this article, an ‘Extraordinary Event’ shall be considered to be exceptional circumstances where the parties have (a) a significant part of their workforce engaged in renewal process affected by an epidemic as stipulated by a public health authority or, (b) no regular or reliable means of external communication and/or any reasonable access to the office and/or office systems and/or data, and are therefore prevented from engaging in their normal renewal exchanges.

22.4 Any Party asserting ‘Extraordinary Event’ as an excuse for non-performance hereunder or as reason for ‘held covered period’ shall have the burden of proving that reasonable steps were taken under the circumstances to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled and that the other Party was notified in a timely manner of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated. 22.5 Nothing in this article shall be construed to mean that any Party is relieved from performing its obligations under the Reinsurance Agreement as a result of its negligence or other malfeasance, or where non-performance is caused by the usual and natural consequences of external forces or where intervening circumstances are contemplated

.


23.1 All matters in difference or in dispute between the parties in relation to the Reinsurance Agreement, including formation and validity, and whether arising before or after termination of the Reinsurance Agreement, shall be referred to an arbitration tribunal in the manner set out below. 23.2 The arbitration shall take place in the country in which the head office of the REINSURED is situated and the arbitration tribunal shall apply the law of that country as the proper law of the Reinsurance



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Agreement and of the Arbitration Agreement. In addition, the arbitration tribunal shall observe the customs and practices of the reinsurance business. 23.3 The tribunal may permit, in its discretion, the admission of evidence regarding the formation, interpretation, purpose or intent of the Reinsurance Agreement a) Unless the parties agree upon a single arbitrator within 30 (thirty) Working Days of one receiving a written request from the other for arbitration, the claimant (the Party requesting arbitration) shall appoint an arbitrator and give written notice thereof to the respondent. Within 30 (thirty) Working days of receiving such notice the respondent shall appoint a second arbitrator and give written notice thereof to the claimant, failing which the claimant may apply to the appointor hereinafter named to nominate an arbitrator on behalf of the respondent. b) Before they enter upon a reference the 2 (two) arbitrators shall appoint a third arbitrator. Should they fail to appoint such a third arbitrator within 30 (thirty) Working Days of the appointment of the respondent's arbitrator, then either of the parties may apply to the appointor for the appointment of the third arbitrator. The 3 (three) arbitrators shall decide by majority. If no majority can be reached the opinion of the third arbitrator shall prevail. The third arbitrator shall also act as chairperson of the tribunal and conduct the arbitration proceedings. c) Unless the parties otherwise agree the arbitration tribunal shall consist of persons with not less than 10 (ten) years' experience in insurance or reinsurance and who are active or retired executive officers of insurance or reinsurance companies, and will not have a personal or financial interest in the parties or the outcome of the arbitration. d) In the event of the death of an arbitrator or if an arbitrator should be unable to continue, another shall in such case be appointed instead, by the Party who made the original appointment. In the event of the death of the chairperson, or if the chairperson should be unable to continue, the arbitrators shall agree upon the appointment of a new chairperson within 30 (thirty) Working days. Should they fail to do so within 30 (thirty) Working Days, then either of the parties may apply to the appointor for the appointment of the new chairperson 23.4 The arbitration tribunal shall have power to fix all procedural rules for the holding of the arbitration including discretionary power to make orders as to any matters which it may consider proper in the circumstances of the case with regard to pleadings, investigation of facts, the disclosure and inspection of documents, examination of witnesses and any other matter whatsoever relating to the conduct of the arbitration and may receive and act upon such evidence, whether oral or written, strictly admissible or not, as it shall in its discretion think fit. 23.5 The appointor shall be the International Chamber of Commerce (ICC) acting in accordance with its rules regarding the appointment of arbitrators under the UNCITRAL Arbitration Rules in force at the beginning of the arbitration. 23.6.1 The cost of the arbitration shall be borne by the non-prevailing Party. If a Party prevails in part, then the other Party shall bear the cost to that extent. 23.6.2 Each Party shall, however, bear the costs of its own legal representation and assistance. The amount of the cost of the arbitration shall be determined as agreed between the parties and the arbitrators prior to the arbitration. The arbitration tribunal shall, as a part of its award, specifically state the cost of the arbitration and the manner of its payment. 23.7 The award of the arbitration tribunal shall be in writing and state the reasons upon which it is based. The award shall be final and binding and not subject to appeal. The parties covenant to carry out the same without delay. If either of the Parties should fail to carry out any award, the other may apply for its enforcement to a court of relevant jurisdiction in any territory in which the Party in default is domiciled or has assets or carries on business. 23.8 Notwithstanding the foregoing, a matter regarding the failure of a Party to settle a confirmed balance, whether such confirmation is made expressly or is assumed, may be brought before a court of relevant jurisdiction.



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The Reinsurance Agreement, together with the REINSURER’s Signing Page (and any documents incorporated by reference in the articles of the Reinsurance Agreement and in the Signing Page) and any addenda and endorsements attached hereto and any special acceptances, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and there exist no other written or oral understandings, agreements, or assurances with respect to such matters. The Reinsurance Agreement may only be altered or amended in writing and by agreement of the Parties.


26.1. The Parties acknowledge and agree that they: a. are each committed to protecting Personal Data of natural persons (“Data Subjects”) in

accordance with applicable laws and regulations (e.g. laws based on European Directive 95/46/CE as amended and / or its replacement Regulation 2016/679 on 25 May 2018 (GDPR) as amended from time to time – “Data Privacy Applicable Laws”);



d. have implemented and will maintain within their organization appropriate policies and technical security measures, including appropriate access controls and use of encryption, to protect the security, integrity, availability and confidentiality of the REINSURED’s Personal Data, non-public information and informational systems, and to prevent any breaches (e.g. of confidentiality) by their officers, representatives, employees or any other third party acting on their behalf. In determining what are appropriate technical security measures, account shall be taken of the risks presented by (a) accidental or unlawful destruction, the loss, alteration, or unauthorized disclosure of, or access to Personal Data, or non-public information transmitted, stored or otherwise processed; and (b) unauthorized access to information systems; and

e. have fulfilled legal requirements relative to the transfer of such Personal Data. 26.2. Personal Data received by the REINSURER from the REINSURED which is subject to the GDPR shall not be:

a. used by the REINSURER other than in connection with performing its obligations under the Reinsurance Agreement and exercising its rights under the Reinsurance Agreement and/or, subject to the restrictions in the article “Confidentiality” below, in accordance with the purposes set out in the privacy notice of the REINSURER in accordance with Article 14 GDPR “Privacy Notice”;or



26.3 In respect of Personal Data subject to the GDPR:



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a) no transfer shall be made to processor or any other third party without prior specific or general written authorization of the REINSURED. It is understood however, that transfers within the European Union or to countries subject to an adequacy level of protection or mechanisms such as, e.g Binding Corporate Rules or EU Model Contract (including EU Standard Contractual Clauses) recognized by the European Commission (as updated from time to time) (“Authorized Location”) for the purposes of retrocession are considered as already accepted by the REINSURED, consequently no specific or general written authorization is required. Notwithstanding the foregoing, the REINSURED may at any time request the REINSURER to provide a list of countries outside an Authorized Location where (i) retrocessionaires or any third party, to whom the Personal Data has been transferred, are registered or (ii) the data is processed by any other third party.

b) The REINSURER may engage processor or any other third party for carrying out specific activities on behalf of REINSURER, ensuring the same data protection obligations as set out in the Reinsurance Agreement to that other processor or any third party by way of a contract or other law or regulation

compliant with European Union or applicable Member State law. 26.4 The REINSURER shall permit the REINSURED or its representative the right to audit REINSURER’s Data Privacy compliance with the terms of this article and shall grant the REINSURED or its representatives such access to its premises as may be needed to fully and promptly carry out the audit and obtain adequate information. Furthermore, the REINSURER acknowledges it has an obligation to provide the REINSURED with reasonable assistance during an audit conducted under this paragraph including, but not limited to, obtaining access to records, files and facilities. The REINSURED or its representative may request this audit, on reasonable advance notice. The Parties shall agree the scope of the audit prior to engaging in this process. The REINSURED’s right to audit shall be exercised with a reasonable frequency (or immediately in case of evident breach by the REINSURER). Alternatively, the REINSURER will provide the REINSURED with: (i) an external independent audit report issued by an external auditor, both acceptable to the REINSURED; or (ii) a written and signed statement regarding the state of technical and organizational security measures relevant to the data transferred by the REINSURED under the Reinsurance Agreement and/or the REINSURER’s compliance with GDPR (i.e compliance letter). The statement shall be issued and signed by the Data Protection Officer, or an equivalent (i.e Compliance Officer) and a legal representative of the REINSURER. 26.5 Without prejudice to the generality of the foregoing, the REINSURED confirms that it has obtained and undertakes that it will obtain on a continuing basis all requisite consents from the Data Subjects both for its own compliance purposes, for the purposes of the Reinsurance Agreement and for the purposes of any underlying reinsurance (whether treaty or facultative) and retrocession 26.6 When required to do so by Data Privacy Applicable Laws, the REINSURED shall forward anonymized data of a “Data Subject” (especially but not limited to policyholder, insured or claimant) to the REINSURER, unless it is agreed between the parties that Personal Data is necessary for administration, risk management and performance of this reinsurance agreement. Anonymized data means that the data does not allow the REINSURER to identify the Data Subject 26.7 The REINSURED will support the REINSURER to fulfil the REINSURER’s obligations under the GDPR towards the Data Subject without undue delay, including but not limited to providing the Data Subject with the information the REINSURER is required to provide to the Data Subject, and informing the REINSURER about any requests for rectification or deletion. 26.8 To the extent permitted or required by the Data Privacy Applicable Laws, each Party shall notify the other Party without undue delay upon becoming aware of data breaches.


27.1 The Parties acknowledge and agree that they (i) are committed to prohibit Bribery; and (ii) have implemented and will maintain within their organization policies or codes prohibiting any such actions by their officers, representatives, or employees and towards any other third party acting on their behalf.



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27.2 To the extent permitted by the applicable law, each Party shall notify the other Party as soon as practicable upon becoming aware that an activity carried out in connection with the Reinsurance Agreement has or may have contravened this obligation or any applicable anti-Bribery law or regulation. A Party may at any-time request evidence of the other Party’s compliance with its obligations under this article. To the extent permitted by the applicable law, either Party (“the requesting Party”) may also at any time request from the other Party (“the disclosing Party”) a list of all gifts and entertainment and any other benefits in excess of Euros 500 (five hundred) cumulatively, offered or provided by or on behalf of the disclosing Party to officers, employees, affiliates, agents, subcontractors, or any other third party acting on the requesting Party’s behalf, and which is related to the placement or operation of the Reinsurance Agreement, provided that the disclosing Party maintains such a list in its ordinary course of business. However, the disclosing party will provide all information which he can provide without incurring a disproportionate expenditure.


28.1 The Parties acknowledge that the AXA Group adheres to certain principles and practices designed to ensure that the AXA Group does business in a socially responsible manner by promoting sustainable development in its business through commitments towards its principal stakeholders (clients, suppliers, employees, environment, shareholders and community) as more fully set forth in the AXA Group Compliance and Ethics Guide published on the AXA Group website. The AXA Group encourages the Parties to be socially and environmentally responsible and, in particular, seeks open dialogue on these issues. 28.2 In addition, as part of the AXA Group’s principles and practices of sustainable development, the AXA Group requires the Parties to observe the following three main specific International Labour Organization (ILO) principles: (i) refrain from using, or accepting that their own suppliers and sub-contractors make use of child labour (under 15 (fifteen) years of age) or forced labour; (ii) ensure staff safe and healthy working conditions and environment, respecting individual and collective liberties; and (iii) promote non-discrimination (sex, race, religion or political conviction) as regards staff recruitment and management. For more information, see the ILO website.


The REINSURED undertakes to ensure that it has in place and will maintain all relevant anti-money laundering and counter-terrorism financing policies and procedures of any jurisdiction applicable to itself and of the AXA Group Standards and Policies. The REINSURER relies explicitly on the REINSURED for assuring corresponding screenings and may at any time request evidence from the REINSURED as to such policies, procedures and AXA Group Standards and Policies


30.1 Subject to any amendment of this clause in the SPECIAL CONDITIONS: No REINSURER shall be deemed to provide cover and no REINSURER shall be liable to pay any claim or provide any benefit hereunder to the extent that the provision of such cover, payment of such claim or provision of such benefit would expose that REINSURER to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom or United States of America. 30.2 The REINSURED undertakes to ensure that it has in place and will maintain all relevant sanctions policies and procedures of any jurisdiction applicable to itself and of the AXA Group Standards and Policies. The REINSURER relies explicitly on the REINSURED for assuring corresponding screenings and may at any time request evidence from the REINSURED as to such policies, procedures and AXA Group Standards and Policies



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31.1The Parties agree that the documents, records, information and data (including Personal Data), including but not limited to terms and conditions and all renewal information, provided to the REINSURER or its representatives or agents by the REINSURED, whether directly or through an authorized agent/broker, , in connection with the placement of, or their participation in the Reinsurance Agreement or in connection with any review of the REINSURED’s files, records or documents pursuant to the terms of any provisions of the Reinsurance Agreement ("Confidential Information") are confidential to the REINSURED. 31.2 Confidential Information does not include documents, records, information or data that the REINSURER can show:

a. are publicly known or have become publicly known through no unauthorized act of the REINSURER or any third party associated with the REINSURER; or b. have been rightfully received by the REINSURER from a third person without obligation of confidentiality; or c. were in the REINSURER’s possession on a non-confidential basis prior to receipt from the REINSURED.

31.3 Absent the prior written consent of the REINSURED, the REINSURER will not disclose any Confidential Information to any third parties, including any affiliated companies, except:

a. when required to disclose such Confidential Information to retrocessionaires subject to the business ceded to the Reinsurance Agreement; or b. when required to disclose such Confidential Information to regulators performing an audit of the REINSURER's records and/or financial condition; or c. when required to disclose such Confidential Information to external auditors performing an audit of the REINSURER 's records in the normal course of business; or d. on a “need to know” basis, to its officers, directors, employees, agents, representatives and professional advisors, and to any of its affiliates solely for administration, risk management, claims handling and accounting purposes.

31.4 The REINSURER shall ensure that all parties who receive Confidential Information in accordance with this article are fully informed of these provisions and that they will be bound by the restrictions and obligations in this article. The REINSURER is responsible for any breach of this article by any such party. 31.5 The REINSURER agrees not to use any Confidential Information for any purposes except those related solely to the performance of its obligations or enforcement of its rights under the Reinsurance Agreement or for administration, risk management, claims handling and accounting purposes relating to the subject reinsurance business. 31.6 The REINSURED shall be immediately informed, by the REINSURER, of any breach of this article which the REINSURER becomes aware of. 31.7 Notwithstanding the above, in the event that the REINSURER is required by court order, other legal process or any regulatory authority to release or disclose any or all of the Confidential Information, the REINSURER agrees, to the extent permitted by law, to provide the REINSURED with written notice of the same at least ten (10) Working Days prior to such release or disclosure and to use all its commercially reasonable efforts to assist the REINSURED in maintaining the confidentiality provided for in this article. If a protective order or other remedy is not obtained and a waiver hereunder is not received, the REINSURER will disclose only that portion of the Confidential Information which is legally required and will use its commercially reasonable efforts to obtain assurances from the recipients of any or all of the Confidential Information that confidential treatment will be accorded to such Confidential Information.



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31.8 At the written request of the REINSURED, the REINSURER will either return the Confidential Information to the REINSURED or destroy the same, both with written confirmation to the REINSURED, and the REINSURER will not retain any such copies of such materials in whole or in part except that the REINSURER will be entitled to retain that portion of the Confidential Information which it requires for (a) legal, regulatory or internal compliance purposes for the sole purpose of dealing with any claims made with regard to the Reinsurance Agreement, or internal risk, exposure and portfolio management activities which would not compromise confidentiality, or (b) that is retained in computer back-up, disaster recovery or archive systems. Any Information so retained will continue to be treated as confidential on the terms of this article. 31.9 The REINSURER and the REINSURED agree and understand that, notwithstanding any pending or future disputes between them or any claims relating to or arising from such disputes, the provisions of this article are not intended to create a license to use such Confidential Information and should not be construed as a waiver of any confidentiality or privilege over such material for any other purpose and such confidentiality and privileges are expressly reserved. 31.10 Any breach or threatened breach of this article will constitute a breach that might cause irreparable injury, not readily measured in money, and for which the REINSURED, without waiving any other remedies or rights at law or in equity, will be entitled to injunctive relief or other equitable relief. Any such right or remedy and any and all other rights or remedies provided for herein will be cumulative and not exclusive and in addition to any and all other rights or remedies which the REINSURED may have under the Reinsurance Agreement or otherwise.







33.1 The Reinsurance Agreement may be executed in 2 (two) or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement. 33.2 Where the REINSURED consists of several companies, one of the companies can be designated by the Parties as the Leading REINSURED. In this case, the Leading REINSURED is authorised by the other companies to sign any contractual document relating to the Reinsurance Agreement on behalf of the REINSURED







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c. digital signature technology, which functionality is under the sole control of the person authorized to execute the digital signature concerned. Provided that the digital signature applied is capable of authentication and is linked to the digitally signed document in such a manner that if the digitised image is altered, such digital signature is invalidated;



34.2 Any amendments or changes to the Reinsurance Agreement shall be executed using one or more of the methods specified above. Unless otherwise required by law or regulation the use of any one or a combination of these methods of execution shall constitute a legally binding and valid signing of the Reinsurance Agreement, amendments or changes thereto, each of which, when duly executed, shall be deemed an original.


Notwithstanding the natural expiration or termination of the Reinsurance Agreement (or the REINSURER’s participation) as provided in this article or elsewhere in the Reinsurance Agreement, the provisions of the Reinsurance Agreement will survive the natural expiration or termination of the Reinsurance Agreement and will continue to apply to all obligations and liabilities of the Parties incurred hereunder, including but not limited to all rights to pursue any course of action as expressed in any article of the Reinsurance Agreement. It is the express intent of the Parties that all such obligations and liabilities will be fully performed and discharged and all rights conferred under the terms of the Reinsurance Agreement will survive the termination or natural expiration of the Reinsurance Agreement.

AXA_2021_P&C REINSURANCE_GENERALCONDITIONS_BROKER NON PROPORTIONAL


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CHAPTER 2A

GENERAL CONDITIONS


NON PROPORTIONAL BROKER 2021



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CONTENT

3INTRODUCTION .............................................................................................................................................. 3

DEFINITIONS .................................................................................................................................................... 3





ARTICLE 5 PERIOD AND LOSS ATTACHMENT..................................................................................................... 6



ARTICLE 8 NET RETAINED LINES ........................................................................................................................ 7

ARTICLE 9 LIMIT AND RETENTION .................................................................................................................... 8

ARTICLE 10 REINSTATEMENT(S)........................................................................................................................ 8

ARTICLE 11 REINSURANCE PREMIUM ............................................................................................................... 8

ARTICLE 12 CASH CALL ..................................................................................................................................... 8

ARTICLE 13 NOTIFICATION OF CLAIMS ............................................................................................................. 9








ARTICLE 21 ARBITRATION............................................................................................................................... 15













ARTICLE 34 INTERMEDIARY ............................................................................................................................ 22



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Introduction




Definitions




Business Cash Call




Insolvency Event

As defined in the SPECIAL CONDITIONS or applicable law.

Limit means the maximum amount of Ultimate Net Loss to be paid by the REINSURER in excess of the Retention for each and every Loss/Accident Occurrence/Risk (subject to the SPECIAL CONDITIONS), subject however, to

BROKER NON PROPORTIONAL GENERAL CONDITIONS



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any reinstatement provisions/limitations as may be specified herein.



Minimum Premium


Original Insured


Period Personal Data Policy(ies)

means the duration during which the Reinsurance Agreement is in force and which begins on the Effective Date and ends on the Expiry Date (or date of termination, if the Reinsurance Agreement is terminated in accordance with the terms of article “Special Termination” or by agreement), both dates inclusive or as long as the Reinsurance Agreement is automatically renewed. shall have the meaning set out under the Data Privacy Applicable Laws definition in the article “Data Privacy”. means all original contracts of insurance (including co-insurance) and/or reinsurance, accepted and/or renewed by the REINSURED

Policyholder


Premium Income means the amount of premium received by the REINSURED, as defined in the

SPECIAL CONDITIONS, if the Reinsurance Agreement has been arranged on an adjustable basis.




The REINSURED shall be the sole judge as to what constitutes a Risk. means that reinsurance is provided for claims arising from Policies incepting renewing, re-signing or treated as having been re-signed at the date when such risks, or part of the period of the risks, have reached any maximum period on any preceding period of reinsurance, during the Period.

Special Acceptances


Ultimate Net Loss


Working Day means a full period of 24 (twenty-four) hours running from midnight to midnight not falling on a weekend or on a day on which banks or insurance companies





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are generally closed for business (other than solely for trading and settlement) in the territory of the Party with whom any obligation that is defined in terms of days rests in the Reinsurance Agreement.



1.1 The Reinsurance Agreement is agreed between the REINSURED of the one part and the REINSURER

of the other part (hereinafter referred to individually as a “Party” or collectively as the “Parties”), both

specified under the SPECIAL CONDITIONS.

1.2 The REINSURED hereby agrees to cede and the REINSURER hereby agrees to reinsure the Policies

defined in the article “Business”.

1.3 Any Business ceded hereunder is subject to the terms and conditions of the REINSURED's Policy or


Policy or Policies, subject to the terms and conditions of the Reinsurance Agreement, the true intent of

the Reinsurance Agreement being that the REINSURER shall, subject to the terms of the Reinsurance

Agreement, follow the fortunes of the REINSURED in all respects under the Policies. Accordingly, by way

of illustration, subject to the terms and conditions of the Reinsurance Agreement, should any regulatory

or other legal restrictions of any state require the modification of any Policy to which the Reinsurance

Agreement applies, the liability of the REINSURER will follow that of the REINSURED. Further, by way

of illustration, any increase in limits of liability made in such Policy or Policies will be automatically binding

upon the REINSURER from the date such increase is effective, subject always to the terms and conditions

of the Reinsurance Agreement, including the limits and retention as set forth under the article “Limit and

Retention” of the SPECIAL CONDITIONS.


1.5 The Reinsurance Agreement is solely between the REINSURED and the REINSURER. Nothing herein

will in any manner create any obligations or establish any rights in favour of, or be enforceable by, any

third parties except as may be provided under articles “Representation of Technical



2.1 In consideration of the payment of the Reinsurance Premium and subject to the Reinsurance Agreement, the REINSURER agrees, for its share, to indemnify the REINSURED for the Ultimate Net Loss, in respect of Policies covering risks within the Business and Territorial Scope as specified in the SPECIAL CONDITIONS, up to the Limit in excess of the Retention each and every Loss/Accident Occurrence/Risk (subject to the SPECIAL CONDITIONS) during the Period. 2.2 The REINSURED may effect facultative reinsurance cessions for any risk. 2.3 Policies granted by the REINSURED wherein the REINSURED is named as the Original Insured either alone or jointly with another insured shall not be excluded from cover under the Reinsurance Agreement 2.4 All loss settlements, made by the REINSURED, in respect of the Policies covered under the terms and conditions of the Reinsurance Agreement, shall be binding upon the REINSURER.



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4.1 Special Acceptances in force at inception of the Reinsurance Agreement shall be covered hereunder, provided such Special Acceptances are declared within the renewal information by the REINSURED 4.2 Any request for a Special Acceptance after the Effective Date of the Reinsurance Agreement shall be notified to the REINSURER in accordance with the provisions stated in the SPECIAL CONDITIONS (if stated in the SPECIAL CONDITIONS). 4.3 Special Acceptances shall be agreed or refused by the REINSURER within 7 (seven) Working Days from the receipt of the REINSURED’s request. If no response, of any kind, has been received by the REINSURED within these 7 (seven) Working Days, the Special Acceptances will be considered as approved by the REINSURER.




CONDITIONS, unless extended in accordance with the terms of the “Extraordinary event” article or terminated in accordance with the terms of the “Special Termination” article, in which case the Expiry Date shall be the last date of such extension or the effective date of early termination, as applicable. Where the Reinsurance Agreement is stated in the SPECIAL CONDITIONS to be automatically renewed, either party has the right to terminate the Reinsurance Agreement by giving 3 (three) months’ notice to the other Party, such notice to expire on an anniversary of the start date of the Reinsurance Agreement. The notice of termination shall be given in writing (registered letter, facsimile or any other means of communication that leaves a permanent record of such communication) and addressed to the head office of the Party to receive the notice, or to any other address indicated for that purpose under the SPECIAL CONDITIONS. Such notice is considered served upon dispatch or where communication between the Parties are interrupted upon attempted dispatch. During the notice period, the REINSURER will continue to accept new reinsurance business under the terms and conditions of the Reinsurance Agreement. 5.4 Period The rights and obligations of both Parties to the Reinsurance Agreement shall remain in full force throughout the Period and as provided in the article “Survival of the Reinsurance Agreement”. Furthermore, in respect of losses occurring (and/or any other loss attachment provisions if provided for in the SPECIAL CONDITIONS) during the Period (or as provided under paragraph 5 of this article) such rights and obligations will remain after the Period, except as otherwise provided for in the Reinsurance Agreement. 5.5 Loss Attachment 5.5.1 The Reinsurance Agreement shall apply on a Loss Occurring Basis. If the Reinsurance Agreement is to operation on another loss attachment basis, it shall be specified in the SPECIAL CONDITIONS. 5.5.2 If the Reinsurance Agreement is on a Loss Occurring basis and the Reinsurance Agreement expires or is terminated while one or more Loss/Accident Occurrence/Risk (subject to the SPECIAL CONDITIONS) covered hereunder is in progress and/or declared, it is agreed that subject to the other



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GENERAL CONDITIONS, the REINSURER hereon is responsible as if the entire loss(es) or damage(s) had occurred prior to the expiration or termination of the Reinsurance Agreement, provided that no part of that Loss/ Accident Occurrence/ Risk is claimed against any renewal of, or contract replacing the Reinsurance Agreement.





7.1 “Ultimate Net Loss" means the total amount paid or payable arising out of the Policies. This amount shall include any costs and expenses incurred in connection with the litigation, arbitration, defence, investigation, appraisal, settlement and/or negotiation, of a claim or loss (to include legal expenses and costs incurred in connection with coverage questions and legal actions connected thereto, such as declaratory judgment actions), costs incurred in connection with loss recovery, subrogation and salvage, adjustment costs such as expert fees, damages, costs and/or interest awarded against the REINSURED (including in respect of a breach of a material obligation, but not punitive damages as a separate head of claim or other obligations outside of the Policies) and professional fees and expenses (excluding salaries of all employees and office expenses of the REINSURED, except in house attorneys at pro rata share of salaries calculated in accordance with the time occupied in adjusting, defending and settling such loss) reasonably incurred in connection therewith. 7.2 Notwithstanding the foregoing, ex-gratia payments by the REINSURED being payments for pure commercial reasons by the REINSURED, where the REINSURED is not liable under the terms and conditions of the relevant Policies, shall only be binding upon the REINSURER following its prior approval thereof. 7.3 Recoveries including amounts under other reinsurances, if any, which inure to the benefit of the Reinsurance Agreement shall be first deducted from such amount to result at the amount of liability, attaching hereunder. 7.4 A list of such inuring other reinsurances will be shown in the SPECIAL CONDITIONS under the paragraph “Information”, if applicable. 7.5 Recoveries under any underlying reinsurance collected by the REINSURED are for the sole benefit of the REINSURED and shall not be taken into account in computing the Ultimate Net Loss nor in any way prejudice the REINSURED's right of recovery hereunder. 7.6 Any salvages, recoveries or payments recovered or received subsequent to any Ultimate Net Loss settlement hereunder shall be applied as if recovered or received prior to such settlement and all necessary adjustment shall be made by the Parties hereto. Nothing in this article shall be construed to mean that a recovery cannot be made hereunder until the Ultimate Net Loss of the REINSURED has been ascertained.


The Reinsurance Agreement applies only to that portion of any Policy which the REINSURED retains, and in calculating the amount of any loss hereunder and also in computing the amount or amounts in excess of which the Reinsurance Agreement attaches, only loss or losses in respect of that portion of



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any Policy which the REINSURED retains shall be included. The amount of the REINSURER(s) liability hereunder in respect of any loss or losses shall not be increased by reason of the inability of the REINSURED to collect from any other reinsurer(s), whether specific or general, any amounts which may have become due from such reinsurer(s), whether such inability arises from the insolvency

of such other reinsurer(s) or otherwise.




10.1 For each layer separately, should any portion of the Limit of the Reinsurance Agreement be exhausted by a loss, the amount so exhausted shall be automatically reinstated from the time of the commencement of the Loss/ Accident Occurrence/ Risk (if provided for in the SPECIAL CONDITIONS), subject to the payment of any reinstatement premium (if provided for in the SPECIAL CONDITIONS) by the REINSURED to the REINSURER when such loss payment is made and subject to the remaining reinstatements.

10.2 If the Reinsurance Agreement has been arranged on an adjustable premium basis and the loss

payment is made prior to the adjustment of the Reinsurance Premium, the reinstatement Reinsurance

Premium (if provided for in the SPECIAL CONDITIONS) shall be calculated provisionally on the Deposit

Premium, subject to adjustment when the Premium Income (or figures required in accordance with any

other basis of premium calculation specified in the SPECIAL CONDITIONS) is definitely known. 10.3 The REINSURER shall never be liable to pay more than the Limit in respect of any one Loss/Accident Occurrence/Risk (subject to the SPECIAL CONDITIONS) nor more than that amount plus a multiple of such Limit equivalent to the number of Reinstatements stated in the SPECIAL CONDITIONS in respect of all Loss/Accident Occurrences/ Risks during the Period. 10.4 Losses shall be considered in chronological order by date of settlement, or at the option of the REINSURED by date of loss, but this shall not prevent the REINSURED from making provisional collections in respect of losses which may ultimately not be recoverable hereon.


11.1 If the Reinsurance Agreement has been arranged on an adjustable premium basis then the REINSURED shall pay the REINSURER the Deposit Premium as Reinsurance Premium as stated in the SPECIAL CONDITIONS and as soon as practicable after the Expiry Date of the Reinsurance Agreement, the Deposit Premium, where applicable, shall be adjusted to a final amount equal to the Reinsurance Premium rate(s) stated in the SPECIAL CONDITIONS applied to the Premium Income (or figures required in accordance with any other basis of Reinsurance Premium calculation specified in the SPECIAL CONDITIONS) subject to the Minimum Premium where applicable.

11.2 Such adjustment shall never result in the REINSURER receiving less than the Minimum Premium

(if provided for in the SPECIAL CONDITIONS). 11.3 The Reinsurance Premium shall be payable by the REINSURED to the REINSURER subject to the payment of the Deposit Premium no later than 15 (fifteen) Working Days before the payment date specified in the SPECIAL CONDITIONS (if provided for in the SPECIAL CONDITIONS). The payment of any adjustment due shall be made by the debtor Party at the time the accounting settlement is owed as stated in the article “Accounts and Settlements”.





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the REINSURED, within 25 (twenty-five) Working Days upon Cash Call confirmation by the

REINSURED. .


the next 25 (twenty-five) Working Days from the REINSURED’s confirmation.





13.1 Where a claim equals or exceeds the threshold specified in the SPECIAL CONDITIONS, the

REINSURED shall give written notice of such claim to the REINSURER as soon as practicable upon

receiving knowledge thereof and shall thereafter keep the REINSURER fully informed of all significant

developments, including supporting document and information, in respect of such claim as soon as

practicable on receiving knowledge thereof

13.2 Upon the REINSURER’s request, the REINSURED shall make available any relevant information

that the REINSURER may require in respect of claims or potential claims notified in accordance with

the foregoing paragraph, provided that the disclosure of such information does not prevent either Party

from complying with applicable laws 13.3 Upon the REINSURER’s request, the REINSURED shall cooperate with the REINSURER or any other person designated by the REINSURER in a timely manner in respect of the settlement of a claim notified pursuant to the first paragraph of this article. The REINSURER shall bear the cost of its involvement in the settlement of a claim. 13.4 Such cooperation shall consist of the provision of advice and analysis to the REINSURED by the REINSURER. It is further agreed that the REINSURED may delegate to the REINSURER the right to settle claims.


14.1 The REINSURED will send to the REINSURER an account established in the Currency or Currencies specified in the SPECIAL CONDITIONS and at the frequency set out in the SPECIAL CONDITIONS as soon as reasonably possible, and in any event not later than 12 (twelve) weeks after the end of the accounting period (or within a shorter time limit if so stated in the SPECIAL CONDITIONS). 14.2 The REINSURER shall confirm its agreement within 6 (six) weeks following the receipt of the account. If no confirmation is made within this 6 (six) week period, the account will be deemed accepted by the REINSURER and the balance shall be paid by the debtor party within 15 (fifteen) Working Days from the expiry of the above 6 (six)-week period. 14.3 Any comments regarding an error and/or an omission on the account shall be notified by the REINSURER to the REINSURED within 6 (six) weeks following the receipt of the account. The REINSURED shall then upon confirmation of such error and/or omission provide the REINSURER with an account adjusted accordingly within 15 (fifteen) Working Days from the receipt of notification thereof. The balance resulting thereof shall be paid by the debtor party, within 15 (fifteen) Working Days from the receipt of the adjusted account. Notwithstanding the foregoing, any errors detected after the 6 (six) weeks period may be notified no later than end of the following accounting period by written notice and, if the Parties agree an adjustment is required, the accounting position shall be rectified in the account relating to the following accounting period.



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14.4 All payments shall be made by means of a wire transfer or bank order, the cost of this transfer being payable by the debtor party. Amounts below 100 (one hundred) Euros will be reported on the next account. 14.5 For the part of any outstanding loss, the REINSURED may request the REINSURER to represent its liability in the manner set forth under the article “Representation of Technical Reserves/Reinsurance Credit/Reinsurance Security” of the SPECIAL CONDITIONS.

14. 6 The Parties agree that where an amount is due and payable by one Party to the other pursuant to

the terms of the Reinsurance Agreement, such amount may be set off against any amounts, except that

the REINSURED may not offset its obligation to pay any Deposit and/or Minimum Premium against any

amounts payable by the REINSURER, due and payable under the Reinsurance Agreement to such

Party by the other Party pursuant to the Reinsurance Agreement.

Article 15 Currency

15.1 Within the scope of the Reinsurance Agreement, all amounts must be stated, all financial statements must be prepared, and all payments must be made in the currency or currencies specified in the SPECIAL CONDITIONS (“Currency”). 15.2 Currency Fluctuation Currencies other than the Currency or Currencies in which the Reinsurance Agreement is written shall be converted into that Currency at the rate of exchange as used in the accounts of the REINSURED.





















restrictions. Nothing in this article requires the REINSURED to maintain or to make available any of its



17.1 Any inadvertent delay, error, or omission in complying with the terms and conditions of the Reinsurance Agreement will not be held to relieve either Party hereto from any liability which would attach to it hereunder if such delay, error, or omission had not been made, provided that such delay



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error or omission is rectified promptly upon discovery. Nothing contained in this article will be held to impose liability on either Party greater than would have attached hereunder had such delay, error, or omission not occurred. 17.2 Inadvertent delay, error, omission includes any non-disclosure or misrepresentation of a material fact made to the REINSURER at placement of the Reinsurance Agreement provided such non-disclosure or misrepresentation was free from any reckless or fraudulent conduct. Solely with respect to any negligent non-disclosure or misrepresentation of a material fact, it is agreed that the REINSURER will be entitled to be placed in the position it proves on the balance of probabilities that it would have been in had such non-disclosure or misrepresentation not occurred.


Where an Insolvency Event occurs in relation to the REINSURED the terms of the SPECIAL CONDITIONS (if provided for in the SPECIAL CONDITIONS) shall apply.






The other Party



(iii) merges with or into another entity, whether or not it is the surviving entity. 19.3 The REINSURED may terminate the REINSURER’s participation in the Reinsurance Agreement at any time after one or more of the following Triggering Events has occurred (provided such event(s) have not been rectified prior to the effective date of termination):

The REINSURER :





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(vi) has transferred its claims-paying authority under the Reinsurance Agreement to an unaffiliated entity or in any way has delegated its obligations under the Reinsurance Agreement to an unaffiliated entity without the prior written consent of the REINSURED; provided, however, the transfer of claims-paying authority or administration to a third party where the REINSURER maintains control over claims settlement decisions, or the agreement by a Lloyd’s syndicate to follow claims settlements procedures under Lloyd’s Claims Scheme (Combined) or agreement by an International Underwriting Association of London company to follow IUA Claims Agreement practices, will not constitute a transfer of its claims-paying authority for purposes of this sub-paragraph, or has failed to comply with the provisions set forth in the funding requirements of the article “Representation of Technical Reserves/Reinsurance Credit; Reinsurance Security” of the SPECIAL CONDITIONS, or

(vii) i. The Standard & Poor’s Insurer Financial Strength rating of the REINSURER is withdrawn (by either Standard & Poor’s or the REINSURER) or falls below “A”; or







19.4 Termination by either Party will be effected by written notice of termination and will be effective upon receipt of said notice by the other Party.



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19.5 If the Reinsurance Agreement is terminated under this article, the REINSURER will have the option of termination on either a cut-off or run-off basis. The REINSURER will notify the REINSURED as to whether the REINSURER’s participation in the Reinsurance Agreement will be terminated on a cut-off or run-off basis. If the REINSURER elects to terminate its participation in the Reinsurance Agreement on a run-off basis, it can, at any time thereafter, elect to terminate its participation in the Reinsurance Agreement on a cut-off basis effective upon receipt of written notice of the change by the REINSURED.



19.8 If (i) a Triggering Event has occurred and the REINSURER’s participation in the Reinsurance Agreement is terminated under this article or (ii) the REINSURER’s participation in the Reinsurance Agreement is terminated under any other article of the Reinsurance Agreement, including natural expiration, and a Triggering Event has occurred at any time after such termination, the REINSURER will have the option of commuting all remaining REINSURER’s Obligations at any time thereafter.

19.9 If the REINSURER elects to commute all remaining REINSURER’s Obligations, it will notify the REINSURED of such election and will present the REINSURED with its calculation of all remaining amounts due from the REINSURER (the “REINSURER’s Calculation”).


If the REINSURED agrees with the REINSURER’s Calculation, it will pay any amounts due to the REINSURER within twenty (20) calendar days of receipt of the REINSURED’s agreement.

If the REINSURED disagrees with the REINSURER’s Calculation, at the time of so notifying the REINSURER, it will provide the REINSURER with its calculation of the REINSURER’s Obligations (the “REINSURED’s Calculation”). Within ten (10) calendar days of the date that such notice is received by the REINSURER, the Parties will endeavor to agree upon the selection of an independent actuary to determine the value of all remaining REINSURER’s Obligations under the Reinsurance Agreement, such selection to be contingent upon said actuary’s written confirmation to both Parties of his/her ability to perform the review and provide an opinion of the value of all remaining REINSURER’s Obligations under the Reinsurance Agreement within thirty (30) calendar days of receipt of all appropriate documentation from the REINSURED.

If the Parties cannot agree upon an independent actuary within said ten (10) calendar day period, each will, within ten (10) calendar days thereafter, provide the other Party with the names of two independent actuaries who are members of the American Academy of Actuaries (AAA) or fellows of the Institute and Faculty of Actuaries (IFA) or of another actuarial society recognized by the AAA or IFA as having equivalent status or two independent actuaries from the following consulting firms Milliman, Deloitte or Ernst & Young, and within five (5) calendar days thereafter, each will strike the name of one of the other Party’s independent actuaries and thereafter select the independent actuary by drawing the name of one of the two remaining independent actuaries from a hat. If either party fails to name its independent actuaries within the time period set forth above or otherwise fails to comply with any of the procedures,



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conditions or deadlines set forth above, the other Party will be entitled to select the independent actuary to determine the remaining REINSURER’s Obligations.


The independent actuary will determine the value of all remaining REINSURER’s Obligations under the Reinsurance Agreement within thirty (30) calendar days of receipt of all appropriate documentation from the REINSURED and will notify the Parties of such determination in writing, which determination will be binding on both Parties. The calculation of REINSURER’s Obligations by the independent actuary will take into account adjustment for net present value based upon the average annual rate of the European Over Night Index Average (EONIA) published by the European Central Bank / its successor the Euro Short-Term Rate (ESTER) published by the European Central Bank or an equivalent rate mutually agreed by the Parties.as of the termination date.


If the independent actuary fails to determine the remaining REINSURER’s Obligations within the thirty (30) calendar day period, the REINSURER will, within ten (10) calendar days following the end of said thirty (30) calendar day period, provide the REINSURED with a Letter(s) of Credit (or other form of security acceptable to the REINSURED) that meets the REINSURED regulatory requirements from a bank and in a form acceptable to the REINSURED in an amount equal to the REINSURED’s Calculation. A Letter(s) of Credit will be issued to each REINSURED owed balance by the REINSURER under the Reinsurance Agreement in the amount listed in the REINSURED’s Calculations. Said Letter(s) of Credit will be released upon final payment of the remaining REINSURER’s Obligations by the REINSURER. For purposes of calculating the amount of the Letter(s) of Credit to be provided to each REINSURED owed balances by the REINSURER under the Reinsurance Agreement pursuant to the terms of this paragraph, the REINSURER will be credited with the amount of any collateral previously provided by the REINSURER to a REINSURED which collateral is presently in possession of such REINSURED.



20.1 It is agreed between the Parties that this article does not apply to Property per event excess of loss reinsurance agreements.



Should the ‘Extraordinary Event’ occur within 30 (thirty) calendar days of the Expiry Date and the Parties are, as a direct result of the ‘Extraordinary Event’, not able to finalize the renewal negotiation to reinsure the Business after the Expiry Date, then the Reinsurance Agreement shall be automatically extended for a period of 15 (fifteen) Working Days, subject to one-time tacit renewal in the assumption that the ’Extraordinary Event’ continues to extend its effects with the same consequences, but not exceeding 1 (one) month being the maximum ‘held covered period’ calculated at pro rata Reinsurance Premium from the original Expiry Date. 20.3 The Parties agree that (i) no reinstatement of Limit and no additional capacity and (ii) no reinstatement premium and no Reinsurance Premium additional to that specified in the SPECIAL



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CONDITIONS is payable by the REINSURED for the ‘held covered period’ except prior written agreement of the Parties. For the purposes of this article, an ‘Extraordinary Event’ shall be considered to be exceptional circumstances where the Parties have (a) a significant part of their workforce engaged in renewal process affected by an epidemic as stipulated by a public health authority or (b) no regular or reliable means of external communication and/or any reasonable access to the office and/or office systems and/or data, and are therefore prevented from engaging in their normal renewal exchanges.




21.1 All matters in difference or in dispute between the Parties in relation to the Reinsurance Agreement, including formation and validity, and whether arising before or after termination of the Reinsurance Agreement, shall be referred to an arbitration tribunal in the manner set out below. 21.2 The arbitration shall take place in the country in which the head office of the REINSURED is situated and the arbitration tribunal shall apply the law of that country as the proper law of the Reinsurance Agreement and of the Arbitration Agreement. In addition, the arbitration tribunal shall observe the customs and practices of the reinsurance business. 21.3 The tribunal may permit, in its discretion, the admission of evidence regarding the formation, interpretation, purpose or intent of the Reinsurance Agreement a) Unless the Parties agree upon a single arbitrator within 30 (thirty) Working days of one receiving a written request from the other for arbitration, the claimant (the Party requesting arbitration) shall appoint an arbitrator and give written notice thereof to the respondent. Within 30 (thirty) Working Days of receiving such notice the respondent shall appoint a second arbitrator and give written notice thereof to the claimant, failing which the claimant may apply to the appointor hereinafter named to nominate an arbitrator on behalf of the respondent. b) Before they enter upon a reference the 2 (two) arbitrators shall appoint a third arbitrator. Should they fail to appoint such a third arbitrator within 30 (thirty) Working Days of the appointment of the respondent's arbitrator, then either of the Parties may apply to the appointor for the appointment of the third arbitrator. The 3 (three) arbitrators shall decide by majority. If no majority can be reached the opinion of the third arbitrator shall prevail. The third arbitrator shall also act as chairperson of the tribunal and conduct the arbitration proceedings. c) Unless the Parties otherwise agree the arbitration tribunal shall consist of persons with not less than 10 (ten) years' experience in insurance or reinsurance, and who are active or retired executive officers of insurance or reinsurance companies and will not have a personal or financial interest in the Parties or the outcome of the arbitration. d) In the event of the death of an arbitrator or if an arbitrator should be unable to continue, another shall in such case be appointed instead, by the Party who made the original appointment. In the event of the death of the chairperson, or if the chairperson should be unable to continue, the arbitrators shall agree upon the appointment of a new chairperson within 30 (thirty) Working Days. Should they fail to do so within 30 (thirty) Working Days, then either of the Parties may apply to the appointor for the appointment of the new chairperson.



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21.4 The arbitration tribunal shall have power to fix all procedural rules for the holding of the arbitration including discretionary power to make orders as to any matters which it may consider proper in the circumstances of the case with regard to pleadings, investigation of facts, the disclosure and inspection of documents, examination of witnesses and any other matter whatsoever relating to the conduct of the arbitration and may receive and act upon such evidence, whether oral or written, strictly admissible or not, as it shall in its discretion think fit. 21.5 The appointor shall be the International Chamber of Commerce (ICC) acting in accordance with its rules regarding the appointment of arbitrators under the UNCITRAL Arbitration Rules in force at the beginning of the arbitration. 21.6.1 The cost of the arbitration shall be borne by the non-prevailing Party. If a Party prevails in part, then the other Party shall bear the cost to that extent. 21.6.2 Such Party shall, however, bear the costs of its own legal representation and assistance. The amount of the cost of the arbitration shall be determined as agreed between the Parties and the arbitrators prior to the arbitration. The arbitration tribunal shall, as a part of its award, specifically state the cost of the arbitration and the manner of its payment. 21.7 The award of the arbitration tribunal shall be in writing and state the reasons upon which it is based. The award shall be final and binding and not subject to appeal. The Parties covenant to carry out the same without delay. If either of the Parties should fail to carry out any award, the other may apply for its enforcement to a court of relevant jurisdiction in any territory in which the Party in default is domiciled or has assets or carries on business 21.8 Notwithstanding the foregoing, a matter regarding the failure of a Party to settle a confirmed balance, whether such confirmation is made expressly or is assumed, may be brought before a court of relevant jurisdiction






24.1 The Parties acknowledge and agree that they: a. are each committed to protecting Personal Data of natural persons (“Data Subjects”) in

accordance with applicable laws and regulations (e.g. laws based on European Directive 95/46/CE as amended and / or its replacement Regulation 2016/679 on 25 May 2018 (GDPR) as amended from time to time - “Data Privacy Applicable Laws”);


c. are compliant with the Data Privacy Applicable Laws and shall under no circumstances make the other Party in breach with these law and regulation. The REINSURER is aware of its



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obligations under the Data Privacy Applicable Laws and confirms its compliance with these laws and regulations;

d. have implemented and will maintain within their organization appropriate policies and technical security measures, including appropriate access controls and use of encryption, to protect the security, integrity, availability and confidentiality of the REINSURED’s Personal Data, non-public information and informational systems and to prevent any breaches (e.g. of confidentiality) by their officers, representatives, employees or any other third party acting on their behalf. In determining what are appropriate technical security measures, account shall be taken of the risks presented by (a) accidental or unlawful destruction, the loss, alteration, or unauthorized disclosure of, or access to Personal Data, or non-public information transmitted, stored or otherwise processed; and b) unauthorized access to information systems


24.2. Personal Data received by the REINSURER from the REINSURED which is subject to the GDPR shall not be:

a. used by the REINSURER other than in connection with performing its obligations under the Reinsurance Agreement and exercising its rights under the Reinsurance Agreement and/or, subject to the restrictions in the article “Confidentiality” below, in accordance with the purposes set out in the privacy notice of the REINSURER in accordance with Article 14 GDPR “Privacy Notice”; or



24. 3. In respect of Personal Data subject to the GDPR,

a) no transfer shall be made to processor or any other third party without prior specific or general written authorization of the REINSURED. It is understood however, that transfers within the European Union or to countries subject to an adequacy level of protection or mechanisms such as, e.g Binding Corporate Rules, or EU Model Contract (including EU Standard Contractual Clauses) recognized by the European Commission (as updated from time to time) (“Authorized Location”) for the purposes of retrocession are considered as already accepted by the REINSURED, consequently no specific or general written authorization is required. Notwithstanding the foregoing, the REINSURED may at any time request the REINSURER to provide a list of countries outside an Authorized Location where (i) retrocessionaires or any third party, to whom the Personal Data has been transferred, are registered or (ii) the data is processed any other third party.

b) The REINSURER may engage processor or any other third party for carrying out specific activities on behalf of the REINSURER, ensuring the same data protection obligations as set out in the Reinsurance Agreement to that other processor or any third party by way of a contract or other law or regulation compliant with European Union or applicable Member State law. 24.4 The REINSURER shall permit the REINSURED or its representative the right to audit REINSURER’s Data Privacy compliance with the terms of this article and shall grant the REINSURED or its representatives such access to its premises as may be needed to fully and promptly carry out the audit and obtain adequate information. Furthermore, the REINSURER acknowledges it has an obligation to provide the REINSURED with reasonable assistance during and audit conducted under this paragraph including, but not limited to, obtaining access to records, files and facilities . The REINSURED or its representative may request this audit, on reasonable advance notice. The Parties shall agree the scope of the audit prior to engaging in this process. The REINSURED’s right to audit shall be exercised with a reasonable frequency (or immediately in case of evident breach by the REINSURER). Alternatively, the REINSURER will provide the REINSURED with: (i) an external independent audit report issued by an external auditor, both acceptable to the REINSURED; or



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(ii) a written and signed statement regarding the state of technical and organizational security measures relevant to the data transferred by the REINSURED under the Reinsurance Agreement and/or the REINSURER’s compliance with GDPR (i.e compliance letter). The statement shall be issued and signed by the Data Protection Officer, or an equivalent (i.e Compliance Officer) and a legal representative of the REINSURER. 24.5 Without prejudice to the generality of the foregoing, the REINSURED confirms that it has obtained and undertakes that it will obtain on a continuing basis all requisite consents from the Data Subjects both for its own compliance purposes, for the purposes of the Reinsurance Agreement and for the purposes of any underlying reinsurance (whether treaty or facultative) and retrocession. 24.6 When required to do so by Data Privacy Applicable Laws, the REINSURED shall forward anonymized data of a “Data Subject” (especially but not limited to policyholder, insured) to the REINSURER, unless it is agreed between the Parties that Personal Data is necessary for administration, risk management and performance of Reinsurance Agreement. Anonymized data means that the data do not allow the REINSURER to identify the Data Subject 24.7 The REINSURED will support the REINSURER to fulfil the REINSURER’s obligations under the GDPR towards the Data Subject without undue delay, including but not limited to providing the Data Subject with the information the REINSURER is required to provide to the Data Subject, and informing the REINSURER about any requests for rectification or deletion. 24.8 To the extent permitted or required by the Data Privacy Applicable Laws, each Party shall notify the other Party without undue delay upon becoming aware of data breaches.


25.1 The Parties acknowledge and agree that they (i) are committed to prohibit Bribery; and (ii) have implemented and will maintain within their organization policies or codes prohibiting any such actions by their officers, representatives, or employees and towards any other third party acting on their behalf. 25.2 To the extent permitted by the applicable law, each Party shall notify the other Party as soon as practicable upon becoming aware that an activity carried out in connection with the Reinsurance Agreement has or may have contravened this obligation or any applicable anti-Bribery law or regulation. 25.3 A Party may at any-time request reasonable evidence of the other Party’s compliance with its obligations under this article. To the extent permitted by the applicable law, either Party (“the requesting party”) may also at any time request from the other party (“the disclosing party”) a list of all gifts and entertainment and any other benefits in excess of Euros 500 (five hundred) cumulatively, offered or provided by or on behalf of the disclosing party to officers, employees, affiliates, agents, subcontractors, or any other third party acting on the requesting party’s behalf, and which is related to the placement or operation of the Reinsurance Agreement, provided that the disclosing party maintains such a list in its ordinary course of business. The disclosing party will provide all information which he can provide without incurring a disproportionate expense.


26.1 The Parties acknowledge that the AXA Group adheres to certain principles and practices designed to ensure that the AXA Group does business in a socially responsible manner by promoting sustainable development in its business through commitments towards its principal stakeholders (clients, suppliers, employees, environment, shareholders and community) as more fully set forth in the AXA Group Compliance and Ethics Guide published on the AXA Group website. The AXA Group encourages the Parties to be socially and environmentally responsible and, in particular, seeks open dialogue on these issues. 26.2 In addition, as part of the AXA Group’s principles and practices of sustainable development, the AXA Group requires the Parties to observe the following three main specific International Labour Organization (ILO) principles: (i) refrain from using, or accepting that their own suppliers and sub-



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contractors make use of child labour (under 15 (fifteen) years of age) or forced labour; (ii) ensure staff safe and healthy working conditions and environment, respecting individual and collective liberties; and (iii) promote non-discrimination (sex, race, religion or political conviction) as regards staff recruitment and management. For more information, see the ILO website.


The REINSURED undertakes to ensure that it has in place and will maintain all relevant anti-money laundering and counter-terrorism financing policies and procedures of any jurisdiction applicable to itself and of the AXA Group Standards and Policies. The REINSURER relies explicitly on the REINSURED for assuring corresponding screenings and may at any time request evidence from the REINSURED as to such policies, procedures and AXA Group Standards and Policies.


28.1 Subject to any amendment of this clause in the SPECIAL CONDITIONS. No REINSURER shall be deemed to provide cover and no REINSURER shall be liable to pay any claim or provide any benefit hereunder to the extent that the provision of such cover, payment of such claim or provision of such benefit would expose that REINSURER to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom or United States of America. 28.2 The REINSURED undertakes to ensure that it has in place and will maintain all relevant sanctions policies and procedures of any jurisdiction applicable to itself and of the AXA Group Standards and Policies. The REINSURER relies explicitly on the REINSURED for assuring corresponding screenings and may at any time request evidence from the REINSURED as to such policies, procedures and AXA Group Standards and Policies.


29.1 The Parties agree that the documents, records, information and data (including Personal Data), including but not limited to terms and conditions and all renewal information, provided to the REINSURER or its representatives or agents by the REINSURED, whether directly or through an authorized agent/broker, in connection with the placement of, or their participation in the Reinsurance Agreement or in connection with any review of the REINSURED’s files, records or documents pursuant to the terms of any provisions of the Reinsurance Agreement ("Confidential Information") are confidential to the REINSURED. 29.2 Confidential Information does not include documents, records, information or data that the REINSURER can show: a. are publicly known or have become publicly known through no unauthorized act of the REINSURER or any third party associated with the REINSURER; or b. have been rightfully received by the REINSURER from a third person without obligation of confidentiality; or c. were in the REINSURER’s possession on a non-confidential basis prior to receipt from the REINSURED. 29.3 Absent the prior written consent of the REINSURED, the REINSURER will not disclose any Confidential Information to any third parties, including any affiliated companies, except: a. when required to disclose such Confidential Information to retrocessionaires subject to the business ceded to this Agreement; or



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b. when required to disclose such Confidential Information to regulators performing an audit of the REINSURER 's records and/or financial condition; or c. when required to disclose such Confidential Information to external auditors performing an audit of the REINSURER 's records in the normal course of business; or d. on a “need to know” basis, to its officers, directors, employees, agents, representatives and professional advisors, and to any of its affiliates solely for administration, risk management, claims handling and accounting purposes. 29.4 The REINSURER shall ensure that all parties who receive Confidential Information in accordance with this article are fully informed of these provisions and that they will be bound by the restrictions and obligations in this article. The REINSURER is responsible for any breach of this article by any such party. 29.5 The REINSURER agrees not to use any Confidential Information for any purposes except those related solely to the performance of its obligations or enforcement of its rights under the Reinsurance Agreement or for administration, risk management, claims handling and accounting purposes relating to the subject reinsurance business. 29.6 The REINSURED shall be immediately informed, by the REINSURER, of any breach of this article which the REINSURER becomes aware of. 29.7. Notwithstanding the above, in the event that the REINSURER is required by court order, other legal process or any regulatory authority to release or disclose any or all of the Confidential Information, the REINSURER agrees, to the extent permitted by law, to provide the REINSURED with written notice of the same at least ten (10) Working Days prior to such release or disclosure and to use all its commercially reasonable efforts to assist the REINSURED in maintaining the confidentiality provided for in this article. If a protective order or other remedy is not obtained and a waiver hereunder is not received, the REINSURER will disclose only that portion of the Confidential Information which is legally required and will use its commercially reasonable efforts to obtain assurances from the recipients of any or all of the Confidential Information that confidential treatment will be accorded to such Confidential Information. 29.8 At the written request of the REINSURED, the REINSURER will either return the Confidential Information to the REINSURED or destroy the same, both with written confirmation to the REINSURED, and the REINSURER will not retain any such copies of such materials in whole or in part except that the REINSURER will be entitled to retain that portion of the Confidential Information which it requires for (a) legal, regulatory or internal compliance purposes for the sole purpose of dealing with any claims made with regard to the Reinsurance Agreement, or internal risk, exposure and portfolio management activities which would not compromise confidentiality, or (b) that is retained in computer back-up, disaster recovery or archive systems. Any Information so retained will continue to be treated as confidential on the terms of this article. 29.9 The REINSURER and the REINSURED agree and understand that, notwithstanding any pending or future disputes between them or any claims relating to or arising from such disputes, the provisions of this article are not intended to create a license to use such Confidential Information and should not be construed as a waiver of any confidentiality or privilege over such material for any other purpose and such confidentiality and privileges are expressly reserved. 29.10 Any breach or threatened breach of this article will constitute a breach that might cause irreparable injury, not readily measured in money, and for which the REINSURED, without waiving any other remedies or rights at law or in equity, will be entitled to injunctive relief or other equitable relief. Any such right or remedy and any and all other rights or remedies provided for herein will be cumulative and not exclusive and in addition to any and all other rights or remedies which the REINSURED may have under the Reinsurance Agreement or otherwise.



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31.1 The Reinsurance Agreement may be executed in 2 (two) or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement. 31.2 Where the REINSURED consists of several companies, one of the companies can be designated by the Parties as the Leading REINSURED. In this case, the Leading REINSURED is authorised by the other companies to sign any contractual document relating to the Reinsurance Agreement on behalf of the REINSURED.





c. digital signature technology, which functionality is under the sole control of the person

authorized to execute the digital signature concerned. Provided that the digital signature applied is capable of authentication and is linked to the digitally signed document in such a manner that if the digitised image is altered, such digital signature is invalidated;





Notwithstanding the natural expiration or termination of the Reinsurance Agreement (or the REINSURER’s participation) as provided in this article or elsewhere in the Reinsurance Agreement, the provisions of the Reinsurance Agreement will survive the natural expiration or termination of the Reinsurance Agreement and will continue to apply to all obligations and liabilities of the Parties incurred hereunder, including but not limited to all rights to pursue any course of action as expressed



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in any article of the Reinsurance Agreement. It is the express intent of the Parties that all such obligations and liabilities will be fully performed and discharged and all rights conferred under the terms of the Reinsurance Agreement will survive the termination or natural expiration of the Reinsurance Agreement.

Article 34 Intermediary

The Parties agree that the broker, specified in the SPECIAL CONDITIONS, is hereby recognized as the Intermediary negotiating this Reinsurance Agreement for all Business hereunder and shall be in charge of the placement of the Reinsurance Agreement. Unless otherwise agreed between the REINSURED and the Intermediary and communicated to the REINSURER, all communications (including but not limited to notices, statements, premium, return premium, commissions, taxes, losses, loss adjustment expense, salvages and loss settlements) relating thereto shall be transmitted to the REINSURED or the REINSURER through the Intermediary.

AXA_2021_P&C REINSURANCE_GENERAL CONDITIONS _BROKER PROPORTIONAL


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CHAPTER 2B

GENERAL CONDITIONS


PROPORTIONAL BROKER 2021



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CONTENT

INTRODUCTION ................................................................................................................................................ 3

DEFINITIONS .................................................................................................................................................... 3







ARTICLE 7 PREMIUM PORTFOLIO ENTRY AND WITHDRAWAL .......................................................................... 7

ARTICLE 8 LOSS PORTFOLIO ENTRY AND WITHDRAWAL ................................................................................... 7

ARTICLE 9 PREMIUM RESERVES ........................................................................................................................ 7

ARTICLE 10 LOSSES RESERVES DEPOSIT ............................................................................................................ 7

ARTICLE 11 REINSURED’S RETENTION AND CAPACITY OF THE REINSURANCE ................................................... 8

ARTICLE 12 REINSURANCE PREMIUM AND COMMISSION ................................................................................ 8

ARTICLE 13 CASH CALL...................................................................................................................................... 8

ARTICLE 14 NOTIFICATIONS OF CLAIMS ............................................................................................................ 8


ARTICLE 16 BORDEREAUX ................................................................................................................................ 9

ARTICLE 17 CURRENCY ..................................................................................................................................... 9






















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Introduction






Definitions






Gross Net Premium Income IBNR Insolvency Event Limit

means the gross premium accruing to the REINSURED after deducting cancellations, returns, and taxes, or otherwise stated under the SPECIAL CONDITIONS. means incurred but not reported losses. as defined in the SPECIAL CONDITIONS or applicable law. means the amount of Risk the REINSURED cedes to the REINSURER

BROKER PROPORTIONAL GENERAL CONDITIONS



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Original Insured



means gross premium in respect of the Business for the period as received by the REINSURED less brokerage, commissions, discounts, allowances, returns of premium, original profit commissions, premiums for reinsurance which inure to the benefit of the Reinsurer hereon, no claims bonuses and any applicable taxes.


means the duration during which the Reinsurance Agreement is in force and which begins on the Effective Date and ends on the Expiry Date (or date of termination, if the Reinsurance Agreement is terminated in accordance with the terms of article “Special Termination” or by agreement), both dates inclusive, or as long as the Reinsurance Agreement is automatically renewed. shall have the meaning set out in the Data Privacy Applicable Laws definition mentioned under article “Data Privacy”.


Policyholder Reinsurance Premium Retention

means the owner of a Policy; usually, but not always, the Original Insured. means the amount payable to the REINSURER, stated in the SPECIAL CONDITIONS, defined as a percentage of the Original Net Premium (or another basis as stated under the SPECIAL CONDITIONS) and determined by the amount of risk shared by the Parties. means the amount or share of Risk the REINSURED retains. The part of the Risk which is not ceded to the Reinsurance Agreement


The REINSURED shall be the sole judge as to what constitutes a Risk. means that reinsurance is provided for claims arising from Policies incepting, renewing, resigning or treated as having been re-signed at the date when such risks, or part of the period of the risks, have reached any maximum period on any preceding period of reinsurance, during the Period.

Special Acceptances







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It is agreed as follows :




“Parties”), both specified under the SPECIAL CONDITIONS 1.2 The REINSURED hereby agrees to cede and the REINSURER hereby agrees to reinsure the Policies defined in the article “Business”.












retention as set forth under the article “REINSURED’s Retention and Capacity of this Reinsurance” of

the SPECIAL CONDITIONS. 1.4 The Reinsurance Agreement replaces any written or oral agreement entered into previously by either of the Parties for the same Period and for the same Business.


herein will in any manner create any obligations or establish any rights in favour of or be enforceable by

any third parties except as may be provided under articles “Representation of Technical



2.1 All loss settlements made by the REINSURED, in respect of the Policies covered under the terms and conditions of the Reinsurance Agreement, shall be binding upon the REINSURER, including any costs and expenses incurred in connection with the litigation, arbitration, defence, investigation, appraisal, settlement and/or negotiation, of a claim or loss (to include legal expenses and costs incurred in connection with coverage questions and legal actions connected thereto, such as declaratory judgment actions), costs incurred in connection with loss recovery, subrogation and salvage, adjustment costs such as expert fees, damages, costs and/or interest awarded against the REINSURED (including in respect of a breach of a material obligation, but not punitive damages as a separate head of claim or other obligations outside of the Policies) and professional fees and expenses (excluding salaries of all employees and office expenses of the REINSURED, except in house attorneys at pro rata share of salaries calculated in accordance with the time occupied in adjusting, defending and settling such loss) reasonably incurred in connection therewith. 2.2 Notwithstanding the foregoing ex-gratia payments by the REINSURED, being payments for pure commercial reasons by the REINSURED, where the REINSURED is not liable under the terms and conditions of the relevant Policies, shall only be binding upon the REINSURER following its prior approval thereof. 2.3 The REINSURED may effect facultative reinsurance cessions on all or a portion of certain Business. 2.4 Policies granted by the REINSURED wherein the REINSURED is named as the Original Insured either alone or jointly with another insured shall not be excluded from cover under the Reinsurance Agreement.



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4.1 Special Acceptances in force at inception of the Reinsurance Agreement shall be covered hereunder, provided such Special Acceptances are declared within the renewal information by the REINSURED. 4.2 Any request for a Special Acceptance after the Effective Date of the Reinsurance Agreement shall be notified to the REINSURER (in accordance with the provisions stated in the SPECIAL CONDITIONS

(if stated in the SPECIAL CONDITIONS). 4.3 Special Acceptances shall be agreed or refused by the REINSURER within 7 (seven) Working Days from the receipt of the REINSURED’s request. If no response, of any kind, has been received by the REINSURED within these 7 (seven) Working Days, the Special Acceptances will be considered as approved by the REINSURER.


5.1 Effective Date The Reinsurance Agreement shall take effect on the Effective Date specified in the SPECIAL CONDITIONS. 5.2 Expiry Date The Reinsurance Agreement shall terminate on the Expiry Date specified in the SPECIAL CONDITIONS, unless extended in accordance with the terms of the “Extraordinary Event” article or terminated in accordance with the terms of the “Special Termination” article, in which case the Expiry Date shall be the last date of such extension or the effective date of early termination, as applicable. Where the Reinsurance Agreement is stated in the SPECIAL CONDITIONS to be automatically renewed, either party has the right to terminate the Reinsurance Agreement by giving 3 (three) months’ notice to the other Party, such notice to expire on an anniversary of the start date of the Reinsurance Agreement. The notice of termination shall be given in writing (registered letter, facsimile or any other means of communication that leaves a permanent record of such communication) and addressed to the head office of the Party to receive the notice, or to any other address indicated for that purpose under the SPECIAL CONDITIONS. Such notice is considered served upon dispatch or where communication between the Parties are interrupted upon attempted dispatch. During the notice period, the REINSURER will continue to accept new reinsurance business under the terms and conditions of the Reinsurance Agreement 5.4 Period The rights and obligations of both Parties to the Reinsurance Agreement shall remain in full force throughout the Period and as provided in the article “Survival of the Reinsurance Agreement”. Furthermore, in respect of losses occurring (and/or any other loss attachment provisions if provided for in the SPECIAL CONDITIONS) during the Period (or as provided under paragraph 5 of this article) such rights and obligations will remain after the Period, except as otherwise provided for in the Reinsurance Agreement. 5.5 Loss Attachment 5.5.1 The Reinsurance Agreement shall apply on a Loss Occurring Basis. If the Reinsurance Agreement is to operation on another loss attachment basis, it shall be specified in the SPECIAL CONDITIONS. 5.5.2 If the Reinsurance Agreement is on a Loss Occurring basis and expires or is terminated while one or more Loss /Accident Occurrence/Risk (subject to the SPECIAL CONDITIONS) covered hereunder is in progress and/or declared, it is agreed that subject to the other GENERAL CONDITIONS, the REINSURER hereon is responsible as if the entire loss(es) or damage(s) had occurred prior to the expiration or termination of the Reinsurance Agreement, provided that no part of



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that Loss/ Accident Occurrence/ Risk is claimed against any renewal of, or contract replacing the Reinsurance Agreement.

5.5.3 If the Reinsurance Agreement is on Risk Attaching Basis and a loss covered hereunder involves two or more Policies that are covered by different periods of reinsurance, then the Retention shall be reduced to that percentage by which such loss is covered by the Policy(ies) attaching to the Period of the Reinsurance Agreement compared to the total of amount of such loss covered under all Policies covering such loss combined . The proportion of liability for the indemnity provided under the Reinsurance Agreement shall likewise be computed in the same manner.



Article 7 Premium Portfolio Entry and Withdrawal

7.1 If applicable (i.e. if so stated in the SPECIAL CONDITIONS), the REINSURER shall assume liability for its share of all risks in force at the Effective Date of the Reinsurance Agreement in respect of losses whose trigger falls on or subsequent to such commencement date and in consideration thereof the REINSURED shall credit the REINSURER for its share a Premium Portfolio Entry of the unearned premiums of the in-force risks falling under the scope of the Reinsurance Agreement as specified in the SPECIAL CONDITIONS. 7.2 Where the above paragraph does apply, the REINSURER’s liability for its share of all cessions current at the Expiry Date in respect of losses whose trigger falls on or subsequent to such termination date shall cease at that date and in consideration thereof the REINSURED shall debit the REINSURER for its share a Premium Portfolio Withdrawal of the Reinsurance Premium in the accounts of the current year as mentioned in the SPECIAL CONDITIONS

Article 8 Loss Portfolio Entry and Withdrawal

8.1 If applicable (i.e. if so stated in the SPECIAL CONDITIONS), the REINSURER shall assume at the

Effective Date of the Reinsurance Agreement all losses outstanding under the previous reinsurance

agreements of the REINSURED of the preceding reinsurance period and in consideration thereof the

REINSURED shall credit the REINSURER for its share a Loss Portfolio Entry of the losses outstanding

under the Reinsurance Agreement of the REINSURED of the preceding reinsurance period. 8.2 Where the above paragraph does apply, at the Expiry Date of the Reinsurance Agreement, the REINSURED shall debit the REINSURER with a Loss Portfolio Withdrawal equal to the latter’s share of the losses outstanding at the Expiry Date of the Reinsurance Agreement, thereby relieving the REINSURER of any further liability.

Article 9 Premium Reserves

9.1 If stated in the SPECIAL CONDITIONS, a premium reserve deposit shall be established by the REINSURED, according to the period and percentage specified in the SPECIAL CONDITIONS. 9.2 This percentage shall be established from the date of rendering each periodic account and shall be released to the REINSURER in the corresponding following periodic account. 9.3 Interest at the rate specified in the SPECIAL CONDITIONS shall be credited to the REINSURER on the premium reserves deposit in the account when the deposit is released.

Article 10 Losses Reserves Deposit

10.1 If stated in the SPECIAL CONDITIONS, a part of the Loss Reserves Deposit shall be retained by the REINSURED, according to the terms specified in the SPECIAL CONDITIONS.



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10.2 The part to be deposited shall be retained from the date of rendering each periodic account and shall be released to the REINSURER in the corresponding following periodic account. 10.3 Interest at the rate specified in the SPECIAL CONDITIONS shall be credited to the REINSURER on the Loss Reserves Deposit in the account when the deposit is released.

Article 11 Reinsured’s Retention and Capacity of the Reinsurance

The type and amount of the REINSURED’s Retention and the Capacity of the Reinsurance Agreement are set out in the SPECIAL CONDITIONS.


12.1 The REINSURED shall pay to the REINSURER the latter’s share of the premium (“the Reinsurance Premium”) received by the REINSURED in respect of all Policies. 12.2 A reinsurance commission (“the Reinsurance Commission”) is payable to the REINSURED in an amount corresponding to the percentage of the Premium which is specified in the SPECIAL

CONDITIONS.


13.1 Unless otherwise stated in the SPECIAL CONDITIONS, whenever the amount of loss payment(s) exceed(s) the threshold, and the REINSURED makes a Cash Call request for the excess amount, the REINSURER shall pay that part of the claim equivalent to its proportionate share to the REINSURED, within 25 (twenty-five) Working Days upon Cash Call confirmation by the REINSURED. Cash Call request(s) may include any amount which is scheduled to be paid by the REINSURED within the next 25 (twenty-five) Working Days from the REINSURED’s confirmation.




Article 14 Notifications of Claims

14.1 Where a claim equals or exceeds the threshold specified in the SPECIAL CONDITIONS, the REINSURED shall give written notice of such claim to the REINSURER as soon as practicable upon receiving knowledge thereof and shall thereafter keep the REINSURER fully informed of all significant developments, including supporting document and information, in respect of such claim as soon as practicable on receiving knowledge thereof. 14.2 Upon the REINSURER’s request, the REINSURED shall make available any relevant information that the REINSURER may require in respect of claims or potential claims notified in accordance with the foregoing paragraph, provided that the disclosure of such information does not prevent either Party from complying with applicable laws 14.3 Upon the REINSURER’s request, the REINSURED shall cooperate with the REINSURER or any other person designated by the REINSURER in a timely manner in respect of the settlement of a claim notified pursuant to the first paragraph of this article. The REINSURER shall bear the cost of this involvement in the settlement of a claim. 14.4 Such cooperation shall consist of the provision of advice and analysis to the REINSURED by the REINSURER. It is further agreed that the REINSURED may delegate to the REINSURER the right to settle claims.



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15.1 The REINSURED will send to the REINSURER an account established in the Currency or Currencies specified in the SPECIAL CONDITIONS and at the frequency set out in the SPECIAL CONDITIONS as soon as reasonably possible, and in any event not later than 12 (twelve) weeks after the end of the accounting period (or within a shorter time limit if so stated in the SPECIAL CONDITIONS). 15.2 The REINSURER shall confirm its agreement within 6 (six) weeks following the receipt of the account. If no confirmation is made within this 6 (six)-week period, the account will be deemed accepted by the REINSURER and the balance shall be paid by the debtor party within 15 (fifteen) Working Days from the expiry of the above 6 (six)-week period. 15.3 Any comments regarding an error and/or an omission on the account shall be notified by the REINSURER to the REINSURED within 6 (six)-weeks following the receipt of the account. The REINSURED shall then upon confirmation of such error and/or omission provide the REINSURER with an account adjusted accordingly within 15 (fifteen) Working Days from the receipt of notification thereof. The balance resulting thereof shall be paid by the debtor party, within 15 (fifteen) Working Days from the receipt of the adjusted account. Notwithstanding the foregoing, any errors detected after the 6 (six) weeks period may be notified no later than end of the following accounting period by written notice and, if the Parties agree an adjustment is required, the accounting position shall be rectified in the account relating to the following accounting period. 15.4 All payments shall be made by means of a wire transfer or bank order, the cost of this transfer being payable by the debtor party. Amounts below 100 (one hundred) Euros will be reported on the next account. 15.5 For the part of any outstanding loss, the REINSURED may request the REINSURER to represent its liability in the manner set forth under the article “Representation of Technical Reserves/Reinsurance Credit/Reinsurance Security” of the SPECIAL CONDITIONS. 15.6 The Parties agree that where an amount is due and payable by one Party to the other pursuant to the terms of the Reinsurance Agreement, such amount may be set off against any amounts due and payable under the Reinsurance Agreement to such Party by the other Party pursuant to the Reinsurance Agreement.


If applicable, as soon as practicable after the close of each accounting period the REINSURED shall furnish the REINSURER with bordereaux broken down according to classes of insurance and types of cession showing details of the Business (paid and outstanding losses, premiums and special acceptances if any) made under the Reinsurance Agreement.

Article 17 Currency

17.1 Currency Within the scope of the Reinsurance Agreement, all amounts must be stated, all financial statements must be prepared and all payments must be made in the currency or currencies specified in the SPECIAL CONDITIONS (“CURRENCY”) 17.2 Currency Fluctuation Currencies other than the Currency or Currencies in which the Reinsurance Agreement is written shall be converted into that Currency at the rate of exchange as used in the accounts of the REINSURED.



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REINSURED if it is not current in all undisputed payments due to the REINSURED. 18.4 Further, it is understood, and the REINSURER agrees that such access may be subject to the execution of a reasonable confidentiality agreement and may be restricted, in certain circumstances, by confidentiality agreements between the REINSURED and its Policyholders, or by law or government restrictions. Nothing in this article requires the REINSURED to maintain or to make available any of its Records for longer than the period required by the laws or regulations applicable to that REINSURED.




Where an Insolvency Event occurs in relation to the REINSURED the terms of the SPECIAL

CONDITIONS (if provided for in the SPECIAL CONDITIONS) shall apply.






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The other Party



(iii) merges with or into another entity, whether or not it is the surviving entity.


The REINSURER






(vi) has transferred its claims-paying authority under the Reinsurance Agreement to an unaffiliated entity or in any way has delegated its obligations under the Reinsurance Agreement to an unaffiliated entity without the prior written consent of the REINSURED; provided, however, the transfer of claims-paying authority or administration to a third party where the REINSURER maintains control over claims settlement decisions, or the agreement by a Lloyd’s syndicate to follow claims settlements procedures under Lloyd’s Claims Scheme (Combined) or agreement by an International Underwriting Association of London company to follow IUA Claims Agreement practices, will not constitute a transfer of its claims-paying authority for purposes of this sub-paragraph, or has failed to comply with the provisions set forth in the funding requirements of the article “Representation of Technical Reserves/Reinsurance Credit; Reinsurance Security” of the SPECIAL CONDITIONS; or

(vii) i. The Standard & Poor’s Insurer Financial Strength rating of the REINSURER is withdrawn (by either Standard & Poor’s or the REINSURER) or falls below “A”;



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ii. or the A.M. Best Financial Strength rating of the REINSURER is withdrawn (by either A.M. Best or the REINSURER) or falls below “A”; or







21.4 Termination by either Party will be effected by written notice of termination and will be effective upon receipt of said notice by the other Party. 21.5 If the Reinsurance Agreement is terminated under this article, , the REINSURER will have the option of termination on either a cut-off or run-off basis. The REINSURER will notify the REINSURED as to whether the REINSURER’s participation in the Reinsurance Agreement will be terminated on a cut-off or run-off basis. If the REINSURER elects to terminate its participation in the Reinsurance Agreement on a run-off basis, it can, at any time thereafter, elect to terminate its participation in the Reinsurance Agreement on a cut-off basis effective upon receipt of written notice of the change by the REINSURED.



21.8 If (i) a Triggering Event has occurred and the REINSURER’s participation in the Reinsurance Agreement is terminated under this article or (ii) the REINSURER’s participation in the Reinsurance



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Agreement is terminated under any other article of the Reinsurance Agreement, including natural expiration, and a Triggering Event has occurred at any time after such termination, the REINSURER will have the option of commuting all remaining REINSURER’s Obligations at any time thereafter.

21.9 If the REINSURER elects to commute all remaining REINSURER’s Obligations, it will notify the REINSURED of such election and will present the REINSURER with its calculation of all remaining amounts due from the REINSURER (the “REINSURER’s Calculation”).


If the REINSURED agrees with the REINSURER’s Calculation, it will pay any amounts due to the REINSURED within twenty (20) calendar days of receipt of the REINSURED’s agreement.

If the REINSURED disagrees with the REINSURER’s Calculation, at the time of so notifying the REINSURER, it will provide the REINSURER with its calculation of REINSURER’s Obligations (the “REINSURED’s Calculation”). Within ten (10) calendar days of the date that such notice is received by the REINSURER, the Parties will endeavor to agree upon the selection of an independent actuary to determine the value of all remaining REINSURER’s Obligations under the Reinsurance Agreement, such selection to be contingent upon said actuary’s written confirmation to both Parties of his/her ability to perform the review and provide an opinion of the value of all remaining REINSURER’s Obligations under the Reinsurance Agreement within thirty (30) calendar days of receipt of all appropriate documentation from the REINSURED.

If the Parties cannot agree upon an independent actuary within said ten (10) calendar day period, each will, within ten (10) calendar days thereafter, provide the other Party with the names of two independent actuaries who are members of the American Academy of Actuaries (AAA) or fellows of the Institute and Faculty of Actuaries (IFA) or of another actuarial society recognized by the AAA or IFA as having equivalent status or two independent actuaries from the following consulting firms Milliman, Deloitte or Ernst & Young, and within five (5) calendar days thereafter, each will strike the name of one of the other Party’s independent actuaries and thereafter select the independent actuary by drawing the name of one of the two remaining independent actuaries from a hat. If either Party fails to name its independent actuaries within the time period set forth above or otherwise fails to comply with any of the procedures, conditions or deadlines set forth above, the other Party will be entitled to select the independent actuary to determine the remaining REINSURER’s Obligations.


The independent actuary will determine the value of all remaining REINSURER’s Obligations under the Reinsurance Agreement within thirty (30) calendar days of receipt of all appropriate documentation from the REINSURED and will notify the parties of such determination in writing, which determination will be binding on both parties. The calculation of REINSURER’s Obligations by the independent actuary will take into account adjustment for net present value based upon the average annual rate of the European Over Night Index Average (EONIA) published by the European Central Bank / its successor the Euro Short-Term Rate (ESTER) published by the European Central Bank or an equivalent rate mutually agreed by the Partie sas of the termination date.


If the independent actuary fails to determine the remaining REINSURER’s Obligations within the thirty (30) calendar day period, the REINSURER will, within ten (10) calendar days following the end of said thirty (30) calendar day period, provide the REINSURED with a Letter(s) of Credit (or other form of security acceptable to the REINSURED) that meets the REINSURED regulatory requirements from a bank and in a form acceptable to the REINSURED in an amount equal to the REINSURED’s Calculation. A Letter(s) of Credit will be issued to each REINSURED owed balance by the REINSURER under the Reinsurance Agreement in the amount listed in the REINSURED’s Calculations. Said Letter(s) of Credit will be released upon final payment of the remaining REINSURER’s Obligations by the REINSURER. For purposes of calculating the amount of the Letter(s) of Credit to be provided to each REINSURED owed balances by the REINSURER under the Reinsurance Agreement pursuant to the terms of this



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paragraph, the REINSURER will be credited with the amount of any collateral previously provided by the REINSURER to a REINSURED which collateral is presently in possession of such REINSURED.




22.2 The parties shall be excused from performance of their respective obligations for the duration of the ‘Extraordinary Event’, but in no event shall such excusal exceed 1 (one) month from the inception of the ‘Extraordinary Event’.

Should the ‘Extraordinary Event’ occur within 30 (thirty) calendar days of the Expiry Date and the parties are, as a direct result of the ‘Extraordinary Event’, not able to finalize the renewal negotiation to reinsure the Business after the Expiry Date, then the Reinsurance Agreement shall be automatically extended for a period of 15 (fifteen) Working Days, subject to one-time tacit renewal in the assumption that the ’Extraordinary Event’ continues to extend its effects with the same consequences, but not exceeding 1 (one) month being the maximum ‘held covered period’ calculated at pro rata Reinsurance Premium from the original Expiry Date. 22.3 The Parties agree that (i) no reinstatement of Limit and no additional capacity and (ii) no reinstatement premium and no Reinsurance Premium additional to that specified in the SPECIAL CONDITIONS is payable by the REINSURED for the ‘held covered period’ except prior written agreement of the parties. For the purposes of this article, an ‘Extraordinary Event’ shall be considered to be exceptional circumstances where the parties have (a) a significant part of their workforce engaged in renewal process affected by an epidemic as stipulated by a public health authority or, (b) no regular or reliable means of external communication and/or any reasonable access to the office and/or office systems and/or data, and are therefore prevented from engaging in their normal renewal exchanges.

22.4 Any Party asserting ‘Extraordinary Event’ as an excuse for non-performance hereunder or as reason for ‘held covered period’ shall have the burden of proving that reasonable steps were taken under the circumstances to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled and that the other Party was notified in a timely manner of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated. 22.5 Nothing in this article shall be construed to mean that any Party is relieved from performing its obligations under the Reinsurance Agreement as a result of its negligence or other malfeasance, or where non-performance is caused by the usual and natural consequences of external forces or where intervening circumstances are contemplated

.


23.1 All matters in difference or in dispute between the parties in relation to the Reinsurance Agreement, including formation and validity, and whether arising before or after termination of the Reinsurance Agreement, shall be referred to an arbitration tribunal in the manner set out below. 23.2 The arbitration shall take place in the country in which the head office of the REINSURED is situated and the arbitration tribunal shall apply the law of that country as the proper law of the Reinsurance



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Agreement and of the Arbitration Agreement. In addition, the arbitration tribunal shall observe the customs and practices of the reinsurance business. 23.3 The tribunal may permit, in its discretion, the admission of evidence regarding the formation, interpretation, purpose or intent of the Reinsurance Agreement a) Unless the parties agree upon a single arbitrator within 30 (thirty) Working Days of one receiving a written request from the other for arbitration, the claimant (the Party requesting arbitration) shall appoint an arbitrator and give written notice thereof to the respondent. Within 30 (thirty) Working days of receiving such notice the respondent shall appoint a second arbitrator and give written notice thereof to the claimant, failing which the claimant may apply to the appointor hereinafter named to nominate an arbitrator on behalf of the respondent. b) Before they enter upon a reference the 2 (two) arbitrators shall appoint a third arbitrator. Should they fail to appoint such a third arbitrator within 30 (thirty) Working Days of the appointment of the respondent's arbitrator, then either of the parties may apply to the appointor for the appointment of the third arbitrator. The 3 (three) arbitrators shall decide by majority. If no majority can be reached the opinion of the third arbitrator shall prevail. The third arbitrator shall also act as chairperson of the tribunal and conduct the arbitration proceedings. c) Unless the parties otherwise agree the arbitration tribunal shall consist of persons with not less than 10 (ten) years' experience in insurance or reinsurance and who are active or retired executive officers of insurance or reinsurance companies, and will not have a personal or financial interest in the parties or the outcome of the arbitration. d) In the event of the death of an arbitrator or if an arbitrator should be unable to continue, another shall in such case be appointed instead, by the Party who made the original appointment. In the event of the death of the chairperson, or if the chairperson should be unable to continue, the arbitrators shall agree upon the appointment of a new chairperson within 30 (thirty) Working days. Should they fail to do so within 30 (thirty) Working Days, then either of the parties may apply to the appointor for the appointment of the new chairperson 23.4 The arbitration tribunal shall have power to fix all procedural rules for the holding of the arbitration including discretionary power to make orders as to any matters which it may consider proper in the circumstances of the case with regard to pleadings, investigation of facts, the disclosure and inspection of documents, examination of witnesses and any other matter whatsoever relating to the conduct of the arbitration and may receive and act upon such evidence, whether oral or written, strictly admissible or not, as it shall in its discretion think fit. 23.5 The appointor shall be the International Chamber of Commerce (ICC) acting in accordance with its rules regarding the appointment of arbitrators under the UNCITRAL Arbitration Rules in force at the beginning of the arbitration. 23.6.1 The cost of the arbitration shall be borne by the non-prevailing Party. If a Party prevails in part, then the other Party shall bear the cost to that extent. 23.6.2 Each Party shall, however, bear the costs of its own legal representation and assistance. The amount of the cost of the arbitration shall be determined as agreed between the parties and the arbitrators prior to the arbitration. The arbitration tribunal shall, as a part of its award, specifically state the cost of the arbitration and the manner of its payment. 23.7 The award of the arbitration tribunal shall be in writing and state the reasons upon which it is based. The award shall be final and binding and not subject to appeal. The parties covenant to carry out the same without delay. If either of the Parties should fail to carry out any award, the other may apply for its enforcement to a court of relevant jurisdiction in any territory in which the Party in default is domiciled or has assets or carries on business. 23.8 Notwithstanding the foregoing, a matter regarding the failure of a Party to settle a confirmed balance, whether such confirmation is made expressly or is assumed, may be brought before a court of relevant jurisdiction.



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26.1. The Parties acknowledge and agree that they: a. are each committed to protecting Personal Data of natural persons (“Data Subjects”) in

accordance with applicable laws and regulations (e.g. laws based on European Directive 95/46/CE as amended and / or its replacement Regulation 2016/679 on 25 May 2018 (GDPR) as amended from time to time – “Data Privacy Applicable Laws”);



d. have implemented and will maintain within their organization appropriate policies and technical security measures, including appropriate access controls and use of encryption, to protect the security, integrity, availability and confidentiality of the REINSURED’s Personal Data, non-public information and informational systems, and to prevent any breaches (e.g. of confidentiality) by their officers, representatives, employees or any other third party acting on their behalf. In determining what are appropriate technical security measures, account shall be taken of the risks presented by (a) accidental or unlawful destruction, the loss, alteration, or unauthorized disclosure of, or access to Personal Data, or non-public information transmitted, stored or otherwise processed; and (b) unauthorized access to information systems; and

e. have fulfilled legal requirements relative to the transfer of such Personal Data. 26.2. Personal Data received by the REINSURER from the REINSURED which is subject to the GDPR shall not be:

a. used by the REINSURER other than in connection with performing its obligations under the Reinsurance Agreement and exercising its rights under the Reinsurance Agreement and/or, subject to the restrictions in the article “Confidentiality” below, in accordance with the purposes set out in the privacy notice of the REINSURER in accordance with Article 14 GDPR “Privacy Notice”;or






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a) no transfer shall be made to processor or any other third party without prior specific or general written authorization of the REINSURED. It is understood however, that transfers within the European Union or to countries subject to an adequacy level of protection or mechanisms such as, e.g Binding Corporate Rules or EU Model Contract (including EU Standard Contractual Clauses) recognized by the European Commission (as updated from time to time) (“Authorized Location”) for the purposes of retrocession are considered as already accepted by the REINSURED, consequently no specific or general written authorization is required. Notwithstanding the foregoing, the REINSURED may at any time request the REINSURER to provide a list of countries outside an Authorized Location where (i) retrocessionaires or any third party, to whom the Personal Data has been transferred, are registered or (ii) the data is processed by any other third party.

b) The REINSURER may engage processor or any other third party for carrying out specific activities on behalf of REINSURER, ensuring the same data protection obligations as set out in the Reinsurance Agreement to that other processor or any third party by way of a contract or other law or regulation

compliant with European Union or applicable Member State law. 26.4 The REINSURER shall permit the REINSURED or its representative the right to audit REINSURER’s Data Privacy compliance with the terms of this article and shall grant the REINSURED or its representatives such access to its premises as may be needed to fully and promptly carry out the audit and obtain adequate information. Furthermore, the REINSURER acknowledges it has an obligation to provide the REINSURED with reasonable assistance during an audit conducted under this paragraph including, but not limited to, obtaining access to records, files and facilities. The REINSURED or its representative may request this audit, on reasonable advance notice. The Parties shall agree the scope of the audit prior to engaging in this process. The REINSURED’s right to audit shall be exercised with a reasonable frequency (or immediately in case of evident breach by the REINSURER). Alternatively, the REINSURER will provide the REINSURED with: (i) an external independent audit report issued by an external auditor, both acceptable to the REINSURED; or (ii) a written and signed statement regarding the state of technical and organizational security measures relevant to the data transferred by the REINSURED under the Reinsurance Agreement and/or the REINSURER’s compliance with GDPR (i.e compliance letter). The statement shall be issued and signed by the Data Protection Officer, or an equivalent (i.e Compliance Officer) and a legal representative of the REINSURER. 26.5 Without prejudice to the generality of the foregoing, the REINSURED confirms that it has obtained and undertakes that it will obtain on a continuing basis all requisite consents from the Data Subjects both for its own compliance purposes, for the purposes of the Reinsurance Agreement and for the purposes of any underlying reinsurance (whether treaty or facultative) and retrocession 26.6 When required to do so by Data Privacy Applicable Laws, the REINSURED shall forward anonymized data of a “Data Subject” (especially but not limited to policyholder, insured or claimant) to the REINSURER, unless it is agreed between the parties that Personal Data is necessary for administration, risk management and performance of this reinsurance agreement. Anonymized data means that the data does not allow the REINSURER to identify the Data Subject 26.7 The REINSURED will support the REINSURER to fulfil the REINSURER’s obligations under the GDPR towards the Data Subject without undue delay, including but not limited to providing the Data Subject with the information the REINSURER is required to provide to the Data Subject, and informing the REINSURER about any requests for rectification or deletion. 26.8 To the extent permitted or required by the Data Privacy Applicable Laws, each Party shall notify the other Party without undue delay upon becoming aware of data breaches.


27.1 The Parties acknowledge and agree that they (i) are committed to prohibit Bribery; and (ii) have implemented and will maintain within their organization policies or codes prohibiting any such actions by their officers, representatives, or employees and towards any other third party acting on their behalf.



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27.2 To the extent permitted by the applicable law, each Party shall notify the other Party as soon as practicable upon becoming aware that an activity carried out in connection with the Reinsurance Agreement has or may have contravened this obligation or any applicable anti-Bribery law or regulation. A Party may at any-time request evidence of the other Party’s compliance with its obligations under this article. To the extent permitted by the applicable law, either Party (“the requesting Party”) may also at any time request from the other Party (“the disclosing Party”) a list of all gifts and entertainment and any other benefits in excess of Euros 500 (five hundred) cumulatively, offered or provided by or on behalf of the disclosing Party to officers, employees, affiliates, agents, subcontractors, or any other third party acting on the requesting Party’s behalf, and which is related to the placement or operation of the Reinsurance Agreement, provided that the disclosing Party maintains such a list in its ordinary course of business. However, the disclosing party will provide all information which he can provide without incurring a disproportionate expenditure.


28.1 The Parties acknowledge that the AXA Group adheres to certain principles and practices designed to ensure that the AXA Group does business in a socially responsible manner by promoting sustainable development in its business through commitments towards its principal stakeholders (clients, suppliers, employees, environment, shareholders and community) as more fully set forth in the AXA Group Compliance and Ethics Guide published on the AXA Group website. The AXA Group encourages the Parties to be socially and environmentally responsible and, in particular, seeks open dialogue on these issues. 28.2 In addition, as part of the AXA Group’s principles and practices of sustainable development, the AXA Group requires the Parties to observe the following three main specific International Labour Organization (ILO) principles: (i) refrain from using, or accepting that their own suppliers and sub-contractors make use of child labour (under 15 (fifteen) years of age) or forced labour; (ii) ensure staff safe and healthy working conditions and environment, respecting individual and collective liberties; and (iii) promote non-discrimination (sex, race, religion or political conviction) as regards staff recruitment and management. For more information, see the ILO website.


The REINSURED undertakes to ensure that it has in place and will maintain all relevant anti-money laundering and counter-terrorism financing policies and procedures of any jurisdiction applicable to itself and of the AXA Group Standards and Policies. The REINSURER relies explicitly on the REINSURED for assuring corresponding screenings and may at any time request evidence from the REINSURED as to such policies, procedures and AXA Group Standards and Policies


30.1 Subject to any amendment of this clause in the SPECIAL CONDITIONS: No REINSURER shall be deemed to provide cover and no REINSURER shall be liable to pay any claim or provide any benefit hereunder to the extent that the provision of such cover, payment of such claim or provision of such benefit would expose that REINSURER to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom or United States of America. 30.2 The REINSURED undertakes to ensure that it has in place and will maintain all relevant sanctions policies and procedures of any jurisdiction applicable to itself and of the AXA Group Standards and Policies. The REINSURER relies explicitly on the REINSURED for assuring corresponding screenings and may at any time request evidence from the REINSURED as to such policies, procedures and AXA Group Standards and Policies



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31.1The Parties agree that the documents, records, information and data (including Personal Data), including but not limited to terms and conditions and all renewal information, provided to the REINSURER or its representatives or agents by the REINSURED, whether directly or through an authorized agent/broker, , in connection with the placement of, or their participation in the Reinsurance Agreement or in connection with any review of the REINSURED’s files, records or documents pursuant to the terms of any provisions of the Reinsurance Agreement ("Confidential Information") are confidential to the REINSURED. 31.2 Confidential Information does not include documents, records, information or data that the REINSURER can show:



a. when required to disclose such Confidential Information to retrocessionaires subject to the business ceded to the Reinsurance Agreement; or b. when required to disclose such Confidential Information to regulators performing an audit of the REINSURER's records and/or financial condition; or c. when required to disclose such Confidential Information to external auditors performing an audit of the REINSURER 's records in the normal course of business; or d. on a “need to know” basis, to its officers, directors, employees, agents, representatives and professional advisors, and to any of its affiliates solely for administration, risk management, claims handling and accounting purposes.

31.4 The REINSURER shall ensure that all parties who receive Confidential Information in accordance with this article are fully informed of these provisions and that they will be bound by the restrictions and obligations in this article. The REINSURER is responsible for any breach of this article by any such party. 31.5 The REINSURER agrees not to use any Confidential Information for any purposes except those related solely to the performance of its obligations or enforcement of its rights under the Reinsurance Agreement or for administration, risk management, claims handling and accounting purposes relating to the subject reinsurance business. 31.6 The REINSURED shall be immediately informed, by the REINSURER, of any breach of this article which the REINSURER becomes aware of. 31.7 Notwithstanding the above, in the event that the REINSURER is required by court order, other legal process or any regulatory authority to release or disclose any or all of the Confidential Information, the REINSURER agrees, to the extent permitted by law, to provide the REINSURED with written notice of the same at least ten (10) Working Days prior to such release or disclosure and to use all its commercially reasonable efforts to assist the REINSURED in maintaining the confidentiality provided for in this article. If a protective order or other remedy is not obtained and a waiver hereunder is not received, the REINSURER will disclose only that portion of the Confidential Information which is legally required and will use its commercially reasonable efforts to obtain assurances from the recipients of any or all of the Confidential Information that confidential treatment will be accorded to such Confidential Information.



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31.8 At the written request of the REINSURED, the REINSURER will either return the Confidential Information to the REINSURED or destroy the same, both with written confirmation to the REINSURED, and the REINSURER will not retain any such copies of such materials in whole or in part except that the REINSURER will be entitled to retain that portion of the Confidential Information which it requires for (a) legal, regulatory or internal compliance purposes for the sole purpose of dealing with any claims made with regard to the Reinsurance Agreement, or internal risk, exposure and portfolio management activities which would not compromise confidentiality, or (b) that is retained in computer back-up, disaster recovery or archive systems. Any Information so retained will continue to be treated as confidential on the terms of this article. 31.9 The REINSURER and the REINSURED agree and understand that, notwithstanding any pending or future disputes between them or any claims relating to or arising from such disputes, the provisions of this article are not intended to create a license to use such Confidential Information and should not be construed as a waiver of any confidentiality or privilege over such material for any other purpose and such confidentiality and privileges are expressly reserved. 31.10 Any breach or threatened breach of this article will constitute a breach that might cause irreparable injury, not readily measured in money, and for which the REINSURED, without waiving any other remedies or rights at law or in equity, will be entitled to injunctive relief or other equitable relief. Any such right or remedy and any and all other rights or remedies provided for herein will be cumulative and not exclusive and in addition to any and all other rights or remedies which the REINSURED may have under the Reinsurance Agreement or otherwise.







33.1 The Reinsurance Agreement may be executed in 2 (two) or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement. 33.2 Where the REINSURED consists of several companies, one of the companies can be designated by the Parties as the Leading REINSURED. In this case, the Leading REINSURED is authorised by the other companies to sign any contractual document relating to the Reinsurance Agreement on behalf of the REINSURED







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c. digital signature technology, which functionality is under the sole control of the person authorized to execute the digital signature concerned. Provided that the digital signature applied is capable of authentication and is linked to the digitally signed document in such a manner that if the digitised image is altered, such digital signature is invalidated;



34.2 Any amendments or changes to the Reinsurance Agreement shall be executed using one or more of the methods specified above. Unless otherwise required by law or regulation the use of any one or a combination of these methods of execution shall constitute a legally binding and valid signing of the Reinsurance Agreement, amendments or changes thereto, each of which, when duly executed, shall be deemed an original.




The Parties agree that the broker, specified in the SPECIAL CONDITIONS, is hereby recognized as the Intermediary negotiating this Reinsurance Agreement for all Business hereunder and shall be in charge of the placement of the Reinsurance Agreement. Unless otherwise agreed between the REINSURED and the Intermediary and communicated to the REINSURER, all communications (including but not limited to notices, statements, premium, return premium, commissions, taxes, losses, loss adjustment expense, salvages and loss settlements) relating thereto shall be transmitted to the REINSURED or the REINSURER through the Intermediary.

AXA_2021_P&C REINSURANCE_GENERAL CONDITIONS_RETROCESSION

P&C SLIP TEXT WORDING – RETROCESSION AXA GLOBAL RE 2021 – GENERAL CONDITIONS GC 1/20

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CHAPTER 3

GENERAL CONDITIONS


RETROCESSION 2021



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CONTENT

INTRODUCTION ......................................................................................................................................................3

ARTICLE 1 PREAMBLE .............................................................................................................................................3

ARTICLE2 SPECIAL ACCEPTANCES ...........................................................................................................................4

ARTICLE 3 SEVERAL LIABILITY (LMA 3333 AMENDED VERSION) ..............................................................................4

ARTICLE 4 NET RETAINED LINES ..............................................................................................................................4

ARTICLE 5 RETROCESSION DEDUCTION ..................................................................................................................5

ARTICLE 6 RETROCESSION PREMIUM .....................................................................................................................5

ARTICLE 7 ACCOUNTS – SETTLEMENTS ...................................................................................................................5

ARTICLE 8 OFFSET OF BALANCES ............................................................................................................................6

ARTICLE 9 LOSS PORTFOLIO ENTRY AND WITHDRAWAL (ONLY APPLICABLE TO PROPORTIONAL TREATIES) ..........6

ARTICLE 10 CASH CALL ...........................................................................................................................................6

ARTICLE 11 INSPECTION OF RECORDS ....................................................................................................................6

ARTICLE 12 DELAY, ERROR AND OMISSION ............................................................................................................7

ARTICLE 13 NOTICE OF CLAIMS – CLAIM SETTLEMENT ...........................................................................................7

ARTICLE 14 SPECIAL TERMINATION .......................................................................................................................8

ARTICLE 15 EU CONTRACT CONTINUITY (LMA5284) ............................................................................................. 11

ARTICLE 16 EXTRAORDINARY EVENT .................................................................................................................... 12

ARTICLE 17 ARBITRATION .................................................................................................................................... 12

ARTICLE 18 CHOICE OF LAW AND JURISDICTION .................................................................................................. 13

ARTICLE 19 CONFIDENTIALITY .............................................................................................................................. 13

ARTICLE 20 DATA PRIVACY ................................................................................................................................... 15

ARTICLE 21 ANTI-BRIBERY .................................................................................................................................... 17

ARTICLE 22 CORPORATE RESPONSIBILITY ............................................................................................................. 17

ARTICLE 23 SANCTIONS ........................................................................................................................................ 17

ARTICLE 24 ENTIRE AGREEMENT .......................................................................................................................... 17

ARTICLE 25 SEVERABILITY..................................................................................................................................... 18

ARTICLE 26 INTERMEDIARY CLAUSE (IF APPLICABLE) ........................................................................................... 18

ARTICLE 27 CONFLICT OF INTEREST ...................................................................................................................... 18

ARTICLE 28 SURVIVAL OF THE RETROCESSION AGREEMENT................................................................................. 18

ARTICLE 29 MODE OF EXECUTION ........................................................................................................................ 19

ARTICLE 30 COUNTERPART PROVISIONS .............................................................................................................. 19

ARTICLE 31 REPRESENTATION OF TECHNICAL RESERVES ...................................................................................... 19



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Introduction

The retrocession agreement (hereinafter referred to as the “Retrocession Agreement”) is agreed between

the RETROCEDENT of the one part and the RETROCESSIONAIRE of the other part (hereinafter referred

to individually as a “Party” or collectively as the “Parties”), both specified under the COVER NOTE.

The Retrocession Agreement consists of two parts, being the COVER NOTE and these GENERAL CONDITIONS, together with any amendments and/or addenda constitute the Entire Agreement between the parties.

The Retrocession Agreement as well as the Underlying Reinsurance Agreement related thereto shall constitute the slip text wording (hereinafter referred to as the “Slip Text Wording”).

Article 1 Preamble

Whereas:

(a) the Underlying Reinsurance Agreement covers policies of insurance and reinsurance underwritten by the Reinsured (hereinafter referred to as “the Underlying Policies”) and

(b) the RETROCEDENT is the Reinsurer of these Underlying Policies as set out in the Underlying Reinsurance Agreement, a true copy of which is attached,

the RETROCEDENT hereby transfers, and the RETROCESSIONAIRE agrees to accept a share of the rights and obligations set out in the Underlying Reinsurance Agreement. In the event of a conflict between the terms of the Retrocession Agreement and the Underlying Reinsurance Agreement, the terms of the Retrocession Agreement shall prevail.

1.1. The RETROCESSIONAIRE undertakes to fulfil towards the RETROCEDENT all the obligations of the

RETROCEDENT as defined by the terms and conditions of the Underlying Reinsurance Agreement. The RETROCEDENT undertakes to fulfil towards the RETROCESSIONAIRE the Reinsured’s obligations in accordance with the terms and conditions of the Underlying Reinsurance Agreement.

1.2. The Retrocession Agreement is made strictly according to the conditions and limits of the Underlying

Reinsurance Agreement, and nothing in the Retrocession Agreement shall be taken to affect any of the conditions and limits of the Underlying Reinsurance Agreement. All clauses in the Underlying Reinsurance Agreement are applicable in every respect to the relationship between the RETROCEDENT and the RETROCESSIONAIRE except as explicitly modified by the Retrocession Agreement.

1.3. Any Business ceded hereunder is subject to the terms and conditions of the Underlying's Policy or


Policy or Policies, subject to the terms and conditions of the Special Conditions of the Underlying

Reinsurance Agreement and the other terms and conditions of the Retrocession Agreement, the true intent

of the Retrocession Agreement being that the RETROCESSIONAIRE shall, subject to the terms of the

Retrocession Agreement, follow the fortunes of the RETROCEDENT in all respects under the Underlying

Policies. Accordingly, by way of illustration, subject to the terms and conditions of the Retrocession

Agreement, should any regulatory or other legal restrictions of any state require the modification of any the

Underlying Policy to which the Retrocession Agreement applies, the liability of the RETROCESSIONAIRE

will follow that of the RETROCEDENT. Further, by way of illustration, any increase in limits of liability made

in such Policy or Policies will be automatically binding upon the RETROCESSIONAIRE from the date such

increase is effective, subject always to terms and conditions of the Retrocession Agreement, including the

limits or capacity, and retention as set forth under the Special Conditions of the Underlying Reinsurance

Agreement.

RETROCESSION GENERAL CONDITIONS



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1.4. The Retrocession Agreement is solely between the RETROCEDENT and the

RETROCESSIONAIRE. Nothing herein will in any manner create any obligations or establish any rights in favour of, or be enforceable by any third parties except as provided under the COVER NOTE or the Special Conditions of the Underlying Reinsurance Agreement.

1.5. At the request of the RETROCEDENT, he RETROCESSIONAIRE agrees to send to the

RETROCEDENT its Annual Report.

Article2 Special Acceptances

2.1. Any Special Acceptance agreed to by past retroccessionaire(s) and in force at inception of the

Underlying Reinsurance Agreement shall be covered hereunder, provided such Special Acceptances are declared within the renewal information by the RETROCEDENT.

2.2 If so stated in the COVER NOTE, Special Acceptances shall be agreed or refused by the Leading

retrocessionaire(s) within 5 (five) Working Days from the receipt of the request. Special Acceptances so agreed will be binding upon all retrocessionaire(s) who participate in the Underlying Reinsurance Agreement. If no response, of any kind, has been received by the RETROCEDENT within these 5 (five) Working Days, the Special Acceptances will be considered as approved by the Leading retrocessionaire(s).

2.3. If it is not so stated in the COVER NOTE, Special Acceptances shall be agreed by retrocessionaire(s)

each for their own participation.

2.4. In case of an emergency, the RETROCEDENT may require the Leading retrocessionaire(s) or each

retrocessionaire to agree or refuse the Special Acceptances within 3 (three) Working Days from the receipt of the RETROCEDENT’s request.

2.5. If the Leading retrocessionaire(s) or each retrocessionaire judge that more information is necessary

to agree or refuse the Special Acceptances, the Leading retrocessionaire or each retrocessionaire may request reasonable additional information, in order to agree or refuse the Special Acceptances within 2 (two) Working Days from the receipt of the RETROCEDENT’s reasonable additional information. If no response, of any kind, has been received by the RETROCEDENT within these 2 (two) Working Days, after the reasonable additional information were provided, the Special Acceptances will be considered as approved by the Leading retrocessionaire or each retrocessionaire.

Article 3 Several Liability (LMA 3333 amended version)

3.1. The liability of the RETROCESSIONAIRE under the Retrocession Agreement is several and not joint

with other retrocessionaires party to the Retrocession Agreement. The RETROCESSIONAIRE is liable only for the proportion of liability it has underwritten. The RETROCESSIONAIRE is not jointly liable for the proportion of liability underwritten by any other retrocessionaire. Nor is the RETROCESSIONAIRE otherwise responsible for any liability of any other retrocessionaire that may underwrite the Retrocession Agreement.

3.2. In case of a Lloyd’s syndicate, each member of the syndicate (rather than the syndicate itself) is a

RETROCESSIONAIRE. Each member has underwritten a proportion of the total shown for the syndicate (that total itself being the total of the proportions underwritten by all the members of the syndicate taken together). The liability of each member of the syndicate is several and not joint with other members. A member is liable only for that member’s proportion. A member is not jointly liable for any other member’s proportion. Nor is any member otherwise responsible for any liability of any other retrocessionaire that may underwrite the Retrocession Agreement.


The Retrocession Agreement applies only to that portion of any Policy which the RETROCEDENT retains, and in calculating the amount of any loss hereunder and also in computing the amount or amounts in excess of which the Retrocession Agreement attaches, only loss or losses in respect of that portion of any



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Underlying Policy which the RETROCEDENT retains shall be included. The amount of the RETROCESSIONAIRE liability hereunder in respect of any loss or losses shall not be increased by reason of the inability of the RETROCEDENT to collect from any other retrocessionaire(s), whether specific or general, any amounts which may have become due from such retrocessionaire (s), whether such inability arises from the insolvency of such other retrocessionaire(s) or otherwise.

Article 5 Retrocession Deduction

5.1. A Retrocession Deduction is payable.

5.2. The percentage deduction and the methods of calculation are specified in the COVER NOTE.

Article 6 Retrocession Premium

6.1. The RETROCEDENT shall pay to the RETROCESSIONAIRE a Deposit Premium based upon its

participation share of any figure stated in the Special Conditions of the Underlying Reinsurance Agreement. This Deposit Premium shall be paid within 15 (fifteen) Working Days after confirmation from the RETROCESSIONAIRE.

6.2. As soon as practicable after the expiry of the Retrocession Agreement, the Deposit Premium shall be

adjusted to an amount equal to the percentage stated in the Special Conditions of the Underlying Reinsurance Agreement applied to the Reinsured's Premium Income (or figures required in accordance with any other basis of Reinsurance Premium calculation specified in the these Special Conditions) for the Period hereof, but including any adjustments on previous years, subject however to a Minimum Premium of the amount stated in this Special Conditions.

6.3. The payment of any adjustment premium due shall be made by the debtor Party at the time the

accounting settlement is owed as stated under the article “Accounts - Settlements”.

6.4. Notwithstanding the preceding paragraphs, and if the Retrocession Agreement is on a proportional

basis as specified in the COVER NOTE, the RETROCESSIONAIRE shall pay a commission for its proportionate share of the premiums arising from the Underlying Reinsurance Agreement.

Article 7 Accounts – Settlements

7.1. When an underlying account is validated by the RETROCEDENT, the RETROCEDENT shall submit

the retrocession account to the RETROCESSIONAIRE within 6 (six) weeks period. This account is established in the Currency or Currencies and at the frequency set out in the Special Conditions of the Underlying Reinsurance Agreement.

7.2. The RETROCESSIONAIRE shall confirm its agreement within 4 (four) weeks following receipt of the

account that is required according to the above provision. If no confirmation is made within this 4 (four) weeks period, the account will be deemed accepted by the RETROCESSIONAIRE and the balance shall be paid by the debtor party within 15 (fifteen) Working Days from the expiry of the above 4 (four) weeks period.

7.3. Any comments regarding an error and/or an omission on the account shall be notified by the

RETROCESSIONAIRE to the RETROCEDENT within 4 (four) weeks following receipt of the account that is required according to the above provision period. The RETROCEDENT shall then upon confirmation of such error and/or omission provide the RETROCESSIONAIRE with an account adjusted accordingly within 15 (fifteen) Working Days from the receipt of notification thereof. The balance resulting thereof shall be paid by the debtor party, within 15 (fifteen) Working Days from the receipt of the adjusted account. Notwithstanding the foregoing, any errors detected after the 4 (four) weeks period may be notified no later than end of the following accounting period by written notice and, if the Parties agree an adjustment is



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required, the accounting position shall be rectified in the account relating to the following accounting period.

7.4. All payments shall be made by means of a wire transfer or bank order, the cost of this transfer being

payable by the debtor party. Amounts below 100 (one hundred) Euros (or equivalent) will be reported on the next quarterly account.

7.5. For the part of any outstanding loss, the RETROCEDENT may request the RETROCESSIONAIRE to

represent its liability in the manner set forth in the article “Representation of Technical Reserves”.

Article 8 Offset of balances

One Party may set off any amounts due and payable by the other Party against any amounts due and payable to that other Party under the Retrocession Agreement, except that the RETROCEDENT may not offset its obligations to pay any Deposit and/or Minimum Premium, against any amounts payable by the RETROCESSIONAIRE.

Article 9 Loss Portfolio Entry and Withdrawal (only applicable to proportional treaties)

9.1. The RETROCEDENT reserves the right to proceed to adjustment of the amount transferred if the

eventual adjusted amount deviates by at least 10% from the original reported amount. Such exceptional adjustment will be subject to approval of the designated Leading RETROCESSIONAIRE for both the outgoing and the incoming loss portfolios. Approval by the debiting party shall not be unreasonably withheld.

9.2. Approval by the respective Leading RETROCESSIONAIRE will be binding over all retrocessionaires.

Subject to having developed all best efforts to facilitate such approval, the RETROCEDENT shall in no circumstance be prejudiced by the failure of the respective Leading RETROCESSIONAIRE to agree, meaning that the initial portfolio transfer will hence be deemed as full and final and binding to RETROCESSIONAIRES in spite of the actual deviation.


10.1. Unless otherwise stated in the Special Conditions of the Underlying Reinsurance Agreement,

whenever the amount of (a) loss payment(s) exceed(s) the threshold specified under the Special Conditions of the Underlying Reinsurance Agreement and the RETROCEDENT makes a Cash Call request for the excess amount, the RETROCESSIONAIRE shall pay that part of the claim equivalent to its proportionate share to the RETROCEDENT, within 15 (fifteen) Working Days upon receipt of such request.

Cash Call request(s) may include any amount which is scheduled to be paid by the Reinsured within 25 (twenty-five) Working Days from the Cash Call request.

10.2. Claims reports and/or salient claims information such as proof of loss and/or loss adjustors payment

recommendation(s) shall be submitted to the RETROCESSIONAIRE together with the Cash Call request.

Any amounts so settled will be credited to the RETROCESIONNAIRE in the next account.


11.1. The RETROCESSIONNAIRE or its duly designated representatives has the right to visit the offices

of the RETROCEDENT at a site or sites designated by the RETROCEDENT to inspect, examine, audit and

verify any of the policy, underwriting, accounting or claims files (the "Records"), other than proprietary or

privileged documents, that are within the RETROCEDENT’s possession or reasonable control and/or can

reasonably be retrieved and which are related to the business reinsured under the Retrocession



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Agreement.

11.2. Access to Records will be during normal business hours on a mutually agreeable date after the

RETROCESSIONNAIRE has given the RETROCEDENT prior written notice of its desire to inspect,

examine, audit and verify such Records. Unless otherwise agreed to by the Parties, the

RETROCESSIONNAIRE’s inspection, examination, audit and verification of the RETROCEDENT’s

Records will last no more than two (2) weeks and take place no longer than eight (8) weeks after receipt

by the RETROCEDENT of the RETROCESSIONAIRE’s notice of its desire to inspect, examine, audit and

verify such Records.

11.3. This right will be exercisable during the Period of the Retrocession Agreement or after the termination

or natural expiration of the Retrocession Agreement for so long as there are any sums due from one Party

to the other or reserves advised to the RETROCESSIONNAIRE under the Retrocession Agreement.

Notwithstanding the above, the RETROCESSIONNAIRE does not have any right of access to the Records

of the RETROCEDENT if it is not current in all undisputed payments due to the RETROCEDENT.

11.4. Further, it is understood, and the RETROCESSIONNAIRE agrees that such access may be subject

to the execution of a reasonable confidentiality agreement and may be restricted, in certain circumstances, by confidentiality agreements between the RETROCEDENT and the Reinsured (or between the Reinsured and its Policyholder), or by law or government restrictions. Nothing in this article requires the RETROCEDENT to maintain or to make available any of its Records for longer than the period required by the laws or regulations applicable to the RETROCEDENT.


12.1. Any inadvertent delay, error, or omission in complying with the terms and conditions of the

Retrocession Agreement will not be held to relieve either Party hereto from any liability which would attach to it hereunder if such delay, error, or omission had not been made, provided that such delay, error, or omission is rectified promptly upon discovery. Nothing contained in this article will be held to impose liability on either Party greater than would have attached hereunder had such delay, error, or omission not occurred.

12.2. Inadvertent delay, error, or omission includes any non-disclosure or misrepresentation of a material

fact made to the RETROCESSIONAIRE at placement of the Retrocession Agreement provided such non-disclosure or misrepresentation was free from any reckless or fraudulent conduct. Solely with respect to any negligent non-disclosure or misrepresentation of a material fact, it is agreed that the RETROCESSIONAIRE will be entitled to be placed in the position it proves on the balance of probabilities that it would have been in had such non-disclosure or misrepresentation not occurred.

Article 13 Notice of Claims – Claim Settlement

13.1. Where a claim equals or exceeds the threshold specified in the Special Conditions of the Underlying

Reinsurance Agreement, the RETROCEDENT shall give written notice of such claim to the RETROCESSIONAIRE as soon as practicable upon receiving knowledge thereof and shall thereafter keep the RETROCESSIONAIRE fully informed of all significant developments, including supporting document and information in respect of such claim as soon as practicable on receiving knowledge thereof.

13.2. The RETROCEDENT will at its full discretion and in a reasonable and proper business-like manner

determine what constitute a claim or loss covered under the Retrocession Agreement and as to the RETROCEDENT's liability thereunder. The RETROCEDENT will, at its sole discretion, and in a reasonable and proper business-like manner adjust, settle, or compromise all claims and losses. All such adjustments, settlements, and compromises will be unconditionally binding on the RETROCESSIONAIRE in proportion to its participation hereon.

13.3. The RETROCEDENT will likewise at its sole discretion, commence, continue, defend, or withdraw



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from actions, suits or proceedings and generally handle all matters related to all claims and losses.


14.1. In respect of this article,

- “RETROCESSIONAIRE’s Obligations” means all obligations of the RETROCESSIONAIRE under the Retrocession Agreement and will include, without limitation, unearned premiums (and reserves), outstanding losses and reserves (including IBNR), loss adjustment expenses and reserves (including IBNR) and all other balances.

- “Triggering Event” means an event or condition as described below that may result in (i) termination of the Retrocession Agreement prior to the natural expiration or termination date and/or (ii) commutation of the Retrocession Agreement.

14.2. The RETROCEDENT may terminate the RETROCESSIONAIRE’s participation in the Retrocession

Agreement at any time after one or more of the following Triggering Events has occurred (provided such event(s) have not been rectified prior to the effective date of termination):

The RETROCESSIONAIRE:

(i) is acquired or controlled by any other party (an acquisition or change in control will only have occurred if a person unaffiliated with the RETROCESSIONAIRE directly or indirectly acquires thirty percent (30%) or more of the voting stock of the RETROCESSIONAIRE, or of any person owning or controlling the RETROCESSIONAIRE, or of stock convertible into thirty percent (30%) or more of such voting stock), or

(ii) ceases writing new or renewal business and elects to run-off its existing business, or

(iii) sells, assigns or otherwise transfers over fifty percent (50%) of such business to an unrelated third party or an affiliated entity, or

(iv) sells, assigns or otherwise transfers its participation in the Retrocession Agreement to an affiliated entity within its holding company system and the policyholders’ surplus of the affiliated entity is at least twenty percent (20%) less than the RETROCESSIONAIRE’s policyholders’ surplus as at the end of the most recent calendar quarter immediately preceding the sale/assignment/transfer, or

(v) is merged with or into another entity, whether or not it is the surviving entity, or

(vi) is ordered to cease writing new or renewal business by an insurance or other regulatory authority, or

(vii) has its license or authority to operate as an insurance or reinsurance company suspended, revoked or terminated or had limitations imposed upon its ability to operate by its domiciliary jurisdiction, or

(viii) should at any time become insolvent, or file a petition in bankruptcy or go into liquidation or rehabilitation, or have a receiver appointed or engages in a process of a Scheme of Arrangement or a similar procedure, including but not limited to an insurance business transfer scheme pursuant to Part VII of the Financial Services and Markets Act (U.K.), as may be amended from time to time, or

(ix) has transferred its claims-paying authority under the Retrocession Agreement to an unaffiliated entity or in any way has delegated its obligations under the Retrocession Agreement to an unaffiliated entity without the prior written consent of the RETROCEDENT; provided, however, the transfer of claims-paying authority or administration to a third party where the RETROCESSIONAIRE maintains control over claims settlement decisions, or the agreement by a Lloyd’s syndicate to follow claims settlements procedures under Lloyd’s Claims Scheme (Combined) or agreement by an International Underwriting Association of London company to follow IUA Claims Agreement practices, will not constitute a transfer of its claims-paying authority



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for purposes of this sub-paragraph, or has failed to comply with the provisions set forth in the funding requirements of the article “Representation of Technical Reserves”; or

(x) i. The Standard & Poor’s Insurer Financial Strength rating of the RETROCESSIONAIRE is withdrawn (by either Standard & Poor’s or the RETROCESSIONAIRE) or falls below “A”; or

ii. the A.M. Best Financial Strength rating of the RETROCESSIONAIRE is withdrawn (by either A.M. Best or the RETROCESSIONAIRE) or falls below “A”; or

iii. the Moodys Financial Strength rating of the RETROCESSIONAIRE is withdrawn (by either Moodys or the RETROCESSIONAIRE) or falls below “A2”; or

iv. the Fitch Financial Strength rating of the RETROCESSIONAIRE is withdrawn (by either Fitch or the RETROCESSIONAIRE) or falls below “A”.

In the event that the RETROCESSIONAIRE has no Financial Strength rating as of the commencement date of the Retrocession Agreement but receives such a rating during the term of the Retrocession Agreement, the RETROCEDENT may terminate the Retrocession Agreement as provided herein if the rating assigned to the RETROCESSIONAIRE is below the above-mentioned rating.

In the event that the RETROCESSIONAIRE’s Financial Strength rating, as of the commencement date of the Retrocession Agreement, is below the above-mentioned rating under i. to iv., the RETROCEDENT shall have the right to terminate the Retrocession Agreement if the Financial Strength rating is declined by a notch. In the event that the RETROCESSIONAIRE is a Lloyd’s Syndicate, the Financial Strength rating of the Lloyd’s Market will be used to determine if a Triggering Event has occurred; or

(xi) 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 RETROCEDENT is incorporated or has its principal office or the country from which the Retrocession Agreement is placed and the country in which the RETROCESSIONAIRE is incorporated or has its principal office as a result of war, currency regulations or any circumstances arising out of political, financial or economic emergency, other than an event associated with economic and monetary union in the European Union.

14.3. Termination by the RETROCEDENT will be effected by written notice of termination and will be

effective upon receipt of said notice by the RETROCESSIONAIRE.

14.4. If the RETROCEDENT terminates the RETROCESSIONAIRE’s participation in the Retrocession

Agreement under this article, it will have the option of terminating it on either a cut-off or run-off basis. The RETROCEDENT will notify the RETROCESSIONAIRE in the notice of termination as to whether the RETROCESSIONAIRE’s participation in the Retrocession Agreement will be terminated on a cut-off or run-off basis. If the RETROCEDENT elects to terminate the RETROCESSIONAIRE’s participation in the Retrocession Agreement on a run-off basis, it can, at any time thereafter, elect to terminate the RETROCESSIONAIRE’s participation in the Retrocession Agreement on a cut-off basis effective upon receipt of written notice of the change by the RETROCESSIONAIRE.

14.5. For purposes of this article, the term “run-off” means that the RETROCESSIONAIRE will continue

to be liable for losses occurring or claims made on or after the effective date of termination in respect of reinsured policies in force as of the effective date of termination. For purposes of this article, the term “cut-off” means that the RETROCESSIONAIRE will be released from losses occurring or claims made after the effective date of termination in respect of reinsured policies in force as of the effective date of termination, except for claims made under extended reporting periods attaching to policies that expired before the effective date of termination.

14.6. In the event of a cut-off termination by the RETROCEDENT, the RETROCESSIONAIRE will return

the unearned pro rata portion of premiums paid to it for exposures no longer covered as provided for in the Retrocession Agreement, it being understood that the RETROCESSIONAIRE will only be entitled to retain a pro rata portion of premiums earned through the date of the termination of its participation in the



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Retrocession Agreement and, further, the minimum premium provisions of the Retrocession Agreement, if any, will be waived. In the event of run-off termination, the applicable premium shall continue to be earned through the run-off period, unless otherwise agreed. The calculation of return premiums hereunder will be based upon the method of termination (cut-off or run-off basis) and the manner by which risks and exposures reinsured by the RETROCESSIONAIRE hereunder attach to the Retrocession Agreement.

14.7. If (i) a Triggering Event has occurred and the RETROCESSIONAIRE’s participation in the

Retrocession Agreement is terminated under this article or (ii) the RETROCESSIONAIRE’s participation in the Retrocession Agreement is terminated under any other article of the Retrocession Agreement, including natural expiration, and a Triggering Event has occurred at any time after such termination, the RETROCEDENT will have the option of commuting all remaining RETROCESSIONAIRE’s Obligations at any time thereafter.

14.8. If the RETROCEDENT elects to commute all remaining RETROCESSIONAIRE’s Obligations, it will

notify the RETROCESSIONAIRE of such election and will present the RETROCESSIONAIRE with its calculation of all remaining amounts due from the RETROCESSIONAIRE (the “RETROCEDENT’s Calculation”).

The RETROCESSIONAIRE will advise the RETROCEDENT in writing within ten (10) calendar days of receipt of the RETROCEDENT’s Calculation if it disagrees with said calculation.

If the RETROCESSIONAIRE agrees with the RETROCEDENT’s Calculation, it will pay any amounts due to the RETROCEDENT within twenty (20) calendar days of receipt of the RETROCEDENT’s Calculation.

If the RETROCESSIONAIRE disagrees with the RETROCEDENT’s Calculation, at the time of so notifying the RETROCEDENT, it will provide the RETROCEDENT with its calculation of RETROCESSIONAIRE’s Obligations (the “RETROCESSIONAIRE’s Calculation”). Within ten (10) calendar days of the date that such notice is received by the RETROCEDENT, the Parties will endeavor to agree upon the selection of an independent actuary to determine the value of all remaining RETROCESSIONAIRE’s Obligations under the Retrocession Agreement, such selection to be contingent upon said actuary’s written confirmation to both Parties of his/her ability to perform the review and provide an opinion of the value of all remaining RETROCESSIONAIRE’s Obligations under the Retrocession Agreement within thirty (30) calendar days of receipt of all appropriate documentation from the RETROCEDENT.

If the Parties cannot agree upon an independent actuary within said ten (10) calendar day period, each will, within ten (10) calendar days thereafter, provide the other Party with the names of two independent actuaries who are members of the American Academy of Actuaries (AAA) or fellows of the Institute and Faculty of Actuaries (IFA) or of another actuarial society recognized by the AAA or IFA as having equivalent status or two independent actuaries from the following consulting firms: Milliman, Deloitte or Ernst & Young, and within five (5) calendar days thereafter, each will strike the name of one of the other Party’s independent actuaries and thereafter select the independent actuary by drawing the name of one of the two remaining independent actuaries from a hat. If either Party fails to name its independent actuaries within the time period set forth above or otherwise fails to comply with any of the procedures, conditions or deadlines set forth above, the other Party will be entitled to select the independent actuary to determine the remaining RETROCESSIONAIRE’s Obligations.

The cost of said independent actuary will be borne by the RETROCESSIONAIRE.

The independent actuary will determine the value of all remaining RETROCESSIONAIRE’s Obligations under the Retrocession Agreement within thirty (30) calendar days of receipt of all appropriate documentation from the RETROCEDENT and will notify the Parties of such determination in writing, which determination will be binding on both Parties. The calculation of RETROCESSIONAIRE’s Obligations by the independent actuary will take into account adjustment for net present value based upon the average annual rate of the European Over Night Index Average (EONIA) published by the European Central Bank / its successor the Euro Short-Term Rate (ESTER) published by the European Central Bank or an equivalent rate mutually agreed by the Parties as of the termination date.

For the purposes of determining the value of the remaining RETROCESSIONAIRE’s Obligations, the independent actuary will determine the point estimate which is the actuary’s best estimate of the remaining liabilities of the RETROCESSIONAIRE under the Retrocession Agreement.



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If the independent actuary fails to determine the remaining RETROCESSIONAIRE’s Obligations within the thirty (30) calendar day period, the RETROCESSIONAIRE will, within ten (10) calendar days following the end of said thirty (30) calendar day period, provide the RETROCEDENT with a Letter(s) of Credit (or other form of security acceptable to the RETROCEDENT) that meets the RETROCEDENT regulatory requirements from a bank and in a form acceptable to the RETROCEDENT in an amount equal to the RETROCEDENT’s Calculation. A Letter(s) of Credit will be issued to each RETROCEDENT owed balances by the RETROCESSIONAIRE under the Retrocession Agreement in the amount listed in the RETROCEDENT’s Calculations. Said Letter(s) of Credit will be released upon final payment of the remaining RETROCESSIONAIRE’s Obligations by the RETROCESSIONAIRE. For purposes of calculating the amount of the Letter(s) of Credit to be provided to each RETROCEDENT owed balances by the RETROCESSIONAIRE under the Retrocession Agreement pursuant to the terms of this paragraph, the RETROCESSIONAIRE will be credited with the amount of any collateral previously provided by the RETROCESSIONAIRE to a RETROCEDENT which collateral is presently in possession of such RETROCEDENT.

The RETROCESSIONAIRE will pay the amount determined by the independent actuary to be all remaining RETROCESSIONAIRE’s Obligations under the Retrocession Agreement within ten (10) calendar days of receipt of such determination. Full payment by the RETROCESSIONAIRE, which payment has been received by the RETROCEDENT, will constitute a complete and final release of both Parties in respect of any liability arising from the RETROCESSIONAIRE’s participation under the Retrocession Agreement.

Article 15 EU Contract Continuity (LMA5284)

15.1 Subject to paragraph 15.2 (below), the occurrence of an event associated with membership of the

European Union or economic or monetary union in the European Union will not have the effect of:

a. terminating; or b. altering or invalidating any term of or discharging or excusing performance under; or c. giving any Party a unilateral right to alter or terminate; the Retrocession Agreement.

15.2 If, as a consequence of an event associated with membership of the European Union or economic

or monetary union in the European Union, the RETROCESSIONAIRE is no longer permitted by applicable law or regulation to perform any part of the Retrocession Agreement:

a. where possible, any terms of the Retrocession Agreement which conflict with applicable laws or regulations are amended to conform to the minimum requirements of such laws or regulations, failing which;

b. such part (which the RETROCESSIONAIRE is unable to perform) will be automatically terminated

between that RETROCESSIONAIRE and the RETROCEDENT with effect from the date that the

RETROCESSIONAIRE is no longer permitted to perform the Retrocession Agreement. Within

fourteen (14) calendar days of such termination the relevant RETROCESSIONAIRE will return any

paid but unearned premium, which will be calculated as expressly provided in the relevant cancellation or termination provisions of the Retrocession Agreement or, if there are no such cancellation or termination provisions, on a pro-rata basis for the time on risk. Unless otherwise provided, if any claim has been notified under the Retrocession Agreement at or prior to the time and date of termination, the premium will be deemed to be fully earned and no return premium will be due.

15.3 For the purposes of the Retrocession Agreement, an “event associated with membership of the

European Union or economic or monetary union in the European Union” includes, without limitation, each (and any combination) of the following events:

a. the withdrawal from the European Union by any one or more members of the European Union (Member States); or

b. the withdrawal from legal tender of the Euro; or



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c. the withdrawal from the Euro by one or more Member State(s); or

d. the replacement of the Euro by any alternative single or unified currency by two or more Member States (whether or not they remain members of the European Union) or the introduction of a new currency by a Member State (whether or not it remains a member of the European Union


In case an Underlying Reinsurance Agreement is automatically extended for a period of 15 (fifteen) Working Days or 1 (one) month being the maximum ‘held covered period’ under the article “Extraordinary Event”, the Retrocession Agreement is automatically extended accordingly at pro rata of the full Premium (meaning the fully adjusted premium earned by the RETROCESSIONAIRE for the period of the Retrocession Agreement) with reference to this Underlying Reinsurance Agreement from the original expiry.


17.1. All matters in difference or in dispute between the Parties in relation to the Retrocession Agreement,

including formation and validity, and whether arising before or after termination of the Retrocession Agreement, shall be referred to an arbitration tribunal in accordance with the provisions of the CEFAREA-ARIAS arbitration rules and the provisions set out below.

17.2. If more than one RETROCESSIONAIRE under the Retrocession Agreement or any other

retrocession agreement covering the same risk is in dispute with the RETROCEDENT where there are common questions of law or fact, the RETROCESSIONAIRE agrees that at the request of the RETROCEDENT all such RETROCESSIONAIRES will constitute and act as one Party and communications will be made by the REINSURED to each of the RETROCESSIONAIRES constituting the one Party. It is agreed that the RETROCESSIONAIRES will have the right to assert several rather than joint defenses or claims and retain separate counsel. All affected RETROCESSIONAIRES will join and participate in one arbitration at the RETROCEDENT’s written request to the RETROCESSIONAIRES within thirty (30) calendar days of the RETROCEDENT’s appointment of its arbitrator, unless a RETROCESSIONAIRE within ten (10) calendar days from receipt of the RETROCEDENT’s written request, responds in writing to the RETROCEDENT that it declines to participate in the arbitration, and that it unconditionally agrees to be bound by the decision and the award of the panel.

17.3. The Party who commences arbitration (hereinafter the « Claimant ») shall give written notice by

registered letter, fax or electronic mail, to the other Party (hereinafter the « Respondent") of its intention to refer the matter to arbitration. In case of notice by fax or electronic mail, a copy of the notice shall be simultaneously posted by registered letter.

17.4. This notice shall include or be accompanied by:

• The full text of the arbitration agreements under which the arbitration is commenced,

• A brief outline of the nature of the dispute referred to arbitration and specifying the type of relief sought,

• The name of the arbitrator appointed by the Claimant. Within thirty (30) calendar days following the notice of arbitration, the Respondent shall notify to the Claimant by registered letter, fax or electronic mail its own outline of the nature of the dispute, a brief statement of the nature of any counter-claims to be referred to arbitration, together with the name of the appointed arbitrator. If this response is made by fax or electronic mail, copy of it should be simultaneously posted by registered letter.

17.5. The tribunal is composed of three arbitrators. Each Party appoints one arbitrator and the two

appointed arbitrators shall, before examining the merits of the case, appoint the third arbitrator who will preside the Tribunal.

17.6. If the Respondent fails to appoint the arbitrator within thirty (30) calendar days as provided, or if the

two arbitrators fail to agree on the third arbitrator within a subsequent time period of thirty (30) calendar



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days, the second and/or the third arbitrator shall be appointed by CEFAREA-ARIAS at the request, by registered letter, of either Party, such request to be notified simultaneously by registered mail to the other Party who may, within eight (8) calendar days, submit its observations to CEFAREA-ARIAS. CEFAREA-ARIAS shall notify the appointments of the arbitrators to both Parties by registered letter within ten days, following the eight (8) calendar days period here above mentioned. If, once appointed, an arbitrator is unable to perform its functions the substitute arbitrator shall be appointed by CEFAREA-ARIAS upon the request of either Party.

17.7. The Tribunal shall unless the Parties agree otherwise consist of persons (including those who have

retired) with not less than ten years’ experience of international insurance or reinsurance business as persons engaged in such business or advising such business in a professional capacity, and will not have a personal or financial interest in the Parties or the outcome of the arbitration.

17.8. The Tribunal shall be constituted at the date the third arbitrator has accepted its appointment.

The place of arbitration shall be Paris. The Tribunal shall decide the language of the arbitration after consideration of the circumstances of the case.

17.9. The Tribunal may rule on its own jurisdiction, including any objections with respect to the existence

or validity of the arbitration agreement.

17.10. This arbitration clause which forms part of the Retrocession Agreement shall be treated as an

agreement independent of the other terms of the Retrocession Agreement. A decision by the Tribunal that the Retrocession Agreement is null and void shall not entail the invalidity of the arbitration clause.

17.11. The Tribunal shall decide as "amiable compositeur" - ex aequo et bono. In all cases, the Tribunal

shall decide in accordance with the terms of the Retrocession Agreement and shall take into account the usages of the profession. The tribunal may permit, in its discretion, the admission of evidence regarding the formation, interpretation, purpose or intent of the Reinsurance Agreement. Any decision of the Tribunal shall be made by a majority of the members. If a majority cannot be achieved the decision of the third arbitrator shall prevail. Amiable composition implies that no recourse is available against the award. The parties agree to fulfil promptly the award in its entirety. If either of the Parties should fail to carry out the award the other may apply for its enforcement to a court of competent jurisdiction in any country in which the Party in default is domiciled or has assets or carries on business.

17.12. The award shall fix the costs of arbitration. (i) The cost of the arbitration shall be borne by the non-prevailing Party. If a Party prevails in part, then the other Party shall bear the cost to that extent. (ii) Each Party shall, however, bear the costs of its own legal representation and assistance. The amount of the cost of the arbitration shall be determined as agreed between the Parties and the arbitrators prior to the arbitration. The arbitration tribunal shall, as a part of its award, specifically state the cost of the arbitration and the manner of its payment.


Subject to the terms of article “Arbitration”, the Retrocession Agreement shall be governed by the laws and be subject to the jurisdiction of France.


19.1. The Parties agree that the documents, records, information and data (including Personal Data),

including but not limited to terms and conditions and all renewal information, provided to the



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RETROCESSIONAIRE or its representatives or agents by the RETROCEDENT, whether directly or through an authorized agent/broker, in connection with the placement of, or their participation in the Retrocession Agreement or in connection with any review of the RETROCEDENT’s files, records or documents pursuant to the terms of any provisions of the Retrocession Agreement ("Confidential Information") are confidential to the RETROCEDENT.

19.2 Confidential Information does not include documents, records, information or data that the

RETROCESSIONAIRE can show: a. are publicly known or have become publicly known through no unauthorized act of the RETROCESSIONAIRE or any third party associated with the RETROCESSIONAIRE; or b. have been rightfully received by the RETROCESSIONAIRE from a third person without obligation of confidentiality; or c. were in the RETROCESSIONAIRE’s possession on a non-confidential basis prior to receipt from the RETROCEDENT.

19.3. Absent the prior written consent of the RETROCEDENT, the RETROCESSIONAIRE will not disclose

any Confidential Information to any third parties, including any affiliated companies, except: a. when required to disclose such Confidential Information to retrocessionaires subject to the business ceded to the Retrocession Agreement; or b. when required to disclose such Confidential Information to regulators performing an audit of the RETROCESSIONAIRE 's records and/or financial condition; or c. when required to disclose such Confidential Information to external auditors performing an audit of the RETROCESSIONAIRE 's records in the normal course of business; or d. on a “need to know” basis, to its officers, directors, employees, agents, representatives and professional advisors, and to any of its affiliates solely for administration, risk management, claims handling and accounting purposes.

19.4. The RETROCESSIONAIRE shall ensure that all parties who receive Confidential Information in

accordance with this article are fully informed of these provisions and that they will be bound by the restrictions and obligations in this article. The RETROCESSIONAIRE is responsible for any breach of this article by any such party.

19.5. The RETROCESSIONAIRE agrees not to use any Confidential Information for any purposes

except those related solely to the performance of its obligations or enforcement of its rights under the Retrocession Agreement or for administration, risk management, claims handling and accounting purposes relating to the subject reinsurance business.

19.6 The RETROCEDENT shall be immediately informed, by the RETROCESSIONAIRE, of any breach

of this article which the RETROCESSIONAIRE becomes aware of.

19.7 Notwithstanding the above, in the event that the RETROCESSIONAIRE is required by court order,

other legal process or any regulatory authority to release or disclose any or all of the Confidential Information, the RETROCESSIONAIRE agrees, to the extent permitted by law, to provide the RETROCEDENT with written notice of the same at least ten (10) Working Days prior to such release or disclosure and to use all its commercially reasonable efforts to assist the RETROCEDENT in maintaining the confidentiality provided for in this article. If a protective order or other remedy is not obtained and a waiver hereunder is not received, the RETROCESSIONAIRE will disclose only that portion of the Confidential Information which is legally required and will use its commercially reasonable efforts to obtain assurances from the recipients of any or all of the Confidential Information that confidential treatment will be accorded to such Confidential Information.

19.8 At the written request of the RETROCEDENT, the RETROCESSIONAIRE will either return the

Confidential Information to the RETROCEDENT or destroy the same, both with written confirmation to the RETROCEDENT, and the RETROCESSIONAIRE will not retain any such copies of such materials in



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whole or in part except that the RETROCESSIONAIRE will be entitled to retain that portion of the Confidential Information which it requires for (a) legal, regulatory or internal compliance purposes for the sole purpose of dealing with any claims made with regard to the Retrocession Agreement, or internal risk, exposure and portfolio management activities which would not compromise confidentiality, or (b) that is retained in computer back-up, disaster recovery or archive systems. Any Information so retained will continue to be treated as confidential on the terms of this article.

19.9 The RETROCESSIONAIRE and the RETROCEDENT agree and understand that, notwithstanding

any pending or future disputes between them or any claims relating to or arising from such disputes, the provisions of this article are not intended to create a license to use such Confidential Information and should not be construed as a waiver of any confidentiality or privilege over such material for any other purpose and such confidentiality and privileges are expressly reserved.

19.10 Any breach or threatened breach of this article will constitute a breach that might cause

irreparable injury, not readily measured in money, and for which the RETROCEDENT, without waiving any other remedies or rights at law or in equity, will be entitled to injunctive relief or other equitable relief. Any such right or remedy and any and all other rights or remedies provided for herein will be cumulative and not exclusive and in addition to any and all other rights or remedies which the RETROCEDENT may have under the Retrocession Agreement or otherwise.


20.1. The Parties acknowledge and agree that they:

a. are each committed to protecting Personal Data of natural persons (Data Subjects) in accordance with applicable laws and regulations (e.g. laws based on European Directive 95/46/CE as amended and / or its replacement Regulation 2016/679 on 25 May 2018 (GDPR) as amended from time to time – “Data Privacy Applicable Laws”));

b. are each acting as data controller according to GDPR in respect of the Personal Data that the

Parties process under the Retrocession Agreement;

c. are compliant with the Data Privacy Applicable Laws and shall under no circumstances make the other Party in breach with these law and regulation. The RETROCESSIONAIRE is aware of its obligations under the Data Privacy Applicable Laws and confirms its compliance with these laws and regulations;

d. have implemented and will maintain within their organization appropriate policies and technical

security measures, including appropriate controls and use of encryption to protect the security, integrity, availability and confidentiality of the RETROCEDENT’s Personal Data, nonpublic information and information systems, and to prevent any breaches (e.g. of confidentiality) by their officers, representatives, employees or any other third party acting on their behalf. In determining what are appropriate technical security measures, account shall be taken of the risks presented by (a) accidental or unlawful destruction, the loss, alteration, or unauthorized disclosure of, or access to Personal Data, nonpublic information transmitted, stored or otherwise processed; and (b) unauthorized access to information systems; and


20.2. Personal Data received by the RETROCESSIONAIRE from the RETROCEDENT which is subject

to the GDPR shall not be: a. used by the RETROCESSIONAIRE other than in connection with performing its obligations under

the Retrocession Agreement and exercising its rights under the Retrocession Agreement and/or, subject to the restrictions in the article “Confidentiality” above, in accordance with the purposes set out in the privacy notice of the RETROCESSIONAIRE in accordance with Article 14 GDPR “Privacy Notice”; or

b. commercially exploited by the RETROCESSIONAIRE; or

c. transferred to a country outside the European Union (EU) without having implemented appropriate

safeguards in accordance with the applicable laws and regulations (e.g. GDPR) except if such



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transfer is permitted by EU law (e.g. transfers to Authorized Locations (as defined below)) or any

EU Member Law applicable to the RETROCESSIONAIRE.

20.3. In respect of Personal Data subject to the GDPR,

a) no transfer shall be made to processor or any other third party without prior specific or general written authorization of the RETROCEDENT. It understood however, that transfers within the European Union or to countries subject to an adequacy level of protection or mechanisms such as, e.g Binding Corporate Rules or EU Model Contract (including EU Standard Contractual Clauses) recognized by the European Commission (as updated from time to time) (“Authorized Location”) for the purposes of retrocession are considered as already accepted by the RETROCEDENT, consequently no specific or general written authorization is required. Notwithstanding the foregoing, the RETROCEDENT may at any time request the

RETROCESSIONAIRE to provide a list of countries outside an Authorized Location where (i)

retrocessionaires or any third party, to whom the Personal Data has been transferred, are

registered or (ii) the data is processed by any other third party.

b) The RETROCESSIONAIRE may engage processor or any other third party for carrying out specific

activities on behalf of RETROCESSIONAIRE, ensuring the same data protection obligations as set out in the Retrocession Agreement to that other processor or any third party by way of a contract or other law or regulation compliant with European Union or Member State law.

20.4. The RETROCESSIONAIRE shall permit the RETROCEDENT or its representative the right to audit

RETROCESSIONAIRE’s Data Privacy compliance with the terms of this article and shall grant the RETROCEDENT or its representatives such access to its premises as may be needed to fully and promptly carry out the audit and obtain adequate information. Furthermore, the RETROCESSIONAIRE acknowledges it has an obligation to provide the REINSURED with reasonable assistance during an audit conducted under this paragraph including, but not limited to, obtaining access to records, files and facilities. The RETROCEDENT or its representative may request this audit, on reasonable advance notice. The Parties shall agree the scope of the audit prior to engaging in this process. The RETROCEDENT’s right to audit shall be exercised with a reasonable frequency (or immediately in case of evident breach by the RETROCESSIONAIRE). Alternatively, the RETROCESSIONAIRE will provide the RETROCEDENT with: (i) an external independent audit report issued by an external auditor, both acceptable to the RETROCEDENT; or (ii) a written and signed statement regarding the state of technical and organizational security measures relevant to the data transferred by the RETROCEDENT under the Retrocession Agreement and/or the RETROCESSIONAIRE’s compliance with GDPR (i.e compliance letter). The statement shall be issued and signed by the Data Protection Officer, or an equivalent (i.e Compliance Officer), and a legal representative of the RETROCESSIONAIRE.

20.5. Without prejudice to the generality of the foregoing, the RETROCEDENT confirms that it has

obtained and undertakes that it will obtain on a continuing basis all requisite consents from the Data Subjects both for its own compliance purposes, for the purposes of the Retrocession Agreement and for the purposes of any underlying reinsurance (whether treaty or facultative) and retrocession.

20.6. Where required to do so by Data Privacy Applicable Laws, the RETROCEDENT shall forward

anonymized data of a “Data Subject” (especially but not limited to policyholder, insured) to the RETROCESSIONAIRE, unless it is agreed between the Parties that Personal Data is necessary for administration, risk management and/or performance of the Retrocession Agreement. Anonymized data means that the data does not allow the RETROCESSIONAIRE to identify the Data Subject

20.7. The RETROCEDENT will support the RETROCESSIONAIRE to fulfil the RETROCESSIONAIRE’s

obligations under the GDPR towards the Data Subject without undue delay, including but not limited to providing the Data Subject with the information the RETROCESSIONAIRE is required to provide to the Data Subject, and informing the RETROCESSIONAIRE about any requests for rectification or deletion.

20.8. To the extent permitted or required by the Data Privacy Applicable Laws, each Party shall notify the

other Party without undue delay upon becoming aware of data breaches.



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Article 21 Anti-bribery

21.1. The Parties acknowledge and agree that they (i) are committed to prohibit Bribery (as defined in

the Underlying Reinsurance Agreement); and (ii) have implemented and will maintain within their organization policies or codes prohibiting any such actions by their officers, representatives, or employees and towards any other third party acting on their behalf. To the extent permitted by the applicable law, each Party shall notify the other Party immediately upon becoming aware that an activity carried out in connection with the Retrocession Agreement has or may have contravened this obligation or any applicable anti-Bribery law or regulation.

21.2. A Party may at any-time request reasonable evidence of the other Party’s compliance with its

obligations under this article. To the extent permitted by the applicable law, either Party (“the requesting arty”) may also at any time request from the other Party (“the disclosing party”) a list of all gifts and entertainment and any other benefits in excess of Euros 500 (five hundred) cumulatively, offered or provided by or on behalf of the disclosing Party to the requesting Party’s to officers, employees, affiliates, agents, subcontractors, or any other third party acting on the requesting Party’s behalf, and which related to the placement or operation of the Retrocession Agreement, provided that the disclosing Party maintains such a list in its ordinary course of business. The disclosing Party will provide all information which he can provide without incurring a disproportionate expense.


22.1. The Parties acknowledge that the AXA Group adheres to certain principles and practices designed

to ensure that the AXA Group does business in a socially responsible manner by promoting sustainable development in its business through commitments towards its principal stakeholders (clients, suppliers, employees, environment, shareholders and community) as more fully set forth in the AXA Group Compliance and Ethics Guide published on the AXA Group website. The AXA Group encourages the Parties to be socially and environmentally responsible and, in particular, seeks open dialogue on these issues.

22.2 In addition, as part of the AXA Group’s principles and practices of sustainable development, the

AXA Group requires the Parties to observe the following three main specific International Labour Organization (ILO) principles: (i) refrain from using, or accepting that their own suppliers and sub-contractors make use of child labour (under 15 (fifteen) years of age) or forced labour; (ii) ensure staff safe and healthy working conditions and environment, respecting individual and collective liberties; and (iii) promote non-discrimination (sex, race, religion or political conviction) as regards staff recruitment and management. For more information, see the ILO website.


Subject to any amendment of this clause in the COVER NOTE: No RETROCESSIONAIRE shall be deemed to provide cover and no RETROCESSIONAIRE shall be liable to pay any claim or provide any benefit hereunder to the extent that the provision of such cover, payment of such claim or provision of such benefit would expose that RETROCESSIONAIRE to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom or United States of America.


The Retrocession Agreement, together with the RETROCESSIONAIRE’s Signing Page (and any documents incorporated by reference in the articles of the Retrocession Agreement and in the Signing Page) and any addenda and endorsements attached hereto and any special acceptances, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and there exist no other written or oral understandings, agreements, or assurances with respect to such matters. The Retrocession Agreement may only be altered or amended in writing and by agreement of the Parties.



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25.1. If, at any time, any provision of the Retrocession Agreement is or becomes illegal, invalid or

unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair:

- the legality, validity or enforceability in that jurisdiction of any other provision of the Retrocession Agreement; or

- the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of the Retrocession Agreement.

25.2. Unless otherwise agreed, any invalid or unenforceable provision shall be replaced with a legal, valid

and/or enforceable provision which most closely approximates the intent and economic effect of the illegal, invalid or unenforceable provision.

Article 26 Intermediary Clause (If applicable)

26.1 Both the RETROCEDENT and the RETROCESSIONAIRE agree that the broker, specified in the

COVER NOTE is hereby recognized as the Intermediary negotiating the Retrocession Agreement for all Business hereunder, and shall be in charge of the placement of the Retrocession Agreement. Unless otherwise agreed between the RETROCEDENT and the Intermediary and communicated to the RETROCESSIONAIRE, all communications (including but not limited to notices, statements, premium, return premium, commissions, taxes, losses, loss adjustment expense, salvages and loss settlements) relating thereto shall be transmitted to the RETROCEDENT or the RETROCESSIONAIRE through the Intermediary..

26.2 If the RETROCESSIONAIRE is one of the Lloyds Syndicates payments by the RETROCEDENT to

the Intermediary shall be deemed to constitute payment to the RETROCESSIONAIRE and that payments by the RETROCESSIONAIRE to the Intermediary shall be deemed to constitute payment to the RETROCEDENT only to the extent that such payments are actually received by the RETROCEDENT,

Article 27 Conflict of Interest

27.1 The RETROCESSIONAIRE engaged or belonging to a group engaged, directly or indirectly, in

insurance activities shall implement a set of policies, processes and IT measures hereafter called “Fire

wall”, to assure a strict separation between its reinsurance and insurance activities.

On request by the RETROCEDENT the RETROCESSIONAIRE will provide the RETROCEDENT with a

document to describe its Fire wall policy.

27.2 This Fire wall shall ensure at least that:

- The RETROCESSIONNAIRE’s reinsurance and insurance activities are performed by clearly distinct

departments and employees;

- The RETROCESSIONNAIRE’s organization avoids any conflict of interests for employees between the

reinsurance and insurance activities;

- The RETROCESSIONNAIRE’s reinsurance and insurance activities are separated by a clear IT wall to

prevent the RETROCESSIONNAIRE and affiliates’ employees engaged in insurance activities from

accessing to the RETROCEDENT’s Confidential Information;

- The RETROCESSIONNAIRE and affiliates employees are fully aware of and apply the confidentiality

obligations in respect of Fire wall.

Article 28 Survival of the Retrocession Agreement

Notwithstanding the natural expiration or termination of the Retrocession Agreement (or the

RETROCESSIONAIRE’s participation) as provided in this article or elsewhere in the Retrocession



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Agreement, the provisions of the Retrocession Agreement will survive the natural expiration or

termination of the Retrocession Agreement and will continue to apply to all obligations and liabilities of the

Parties incurred hereunder, including but not limited to all rights to pursue any course of action as

expressed in any article of the Retrocession Agreement. It is the express intent of the Parties that all

such obligations and liabilities will be fully performed and discharged and all rights conferred under the

terms of the Retrocession Agreement will survive the termination or natural expiration of the Retrocession

Agreement


29.1 The Retrocession Agreement shall be executed by the following:

a. an original written ink signature of paper documents; b. a scanned copy in PDF format or any alternative secure digital document format,

showing the original written ink signature of paper documents; c. digital signature technology, which functionality is under the sole control of the person

authorized to execute the digital signature concerned. Provided that the digital signature applied is capable of authentication and is linked to the digitally signed document in such a manner that if the digitized image is altered, such digital signature is invalidated;

d. a unique authorization provided via a secure electronic trading platform; e. an exchange of facsimile copies showing the original written ink signature of paper

documents.

29.2 Any amendments or changes to the Retrocession Agreement shall be executed using one or more

of the methods specified above. Unless otherwise required by law or regulation the use of any one or a combination of these methods of execution shall constitute a legally binding and valid signing of the Retrocession Agreement, amendments or changes thereto, each of which, when duly executed, shall be deemed an original.

Article 30 Counterpart Provisions

The Retrocession Agreement may be executed in 2 (two) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement

Article 31 Representation of Technical Reserves

31.1 When stated under the COVER NOTE, the RETROCESSIONAIRE will deposit with the

RETROCEDENT an amount equal to its share of the loss reserves at the date of the statement of account. 31.2 The deposit will be made by the RETROCESSIONAIRE by way of Assets (pledged securities), by

way of cash or by providing a Letter of Credit.

1. Deposits made by pledging Securities

The eligible collateral (“Eligible Collateral”) and haircuts that the RETROCESSIONAIRE can deposit shall be as per the table below. Eligible Collateral shall not include any obligation or share of any parent, subsidiary or affiliate of either the RETROCEDENT or the RETROCESSIONAIRE. The deposit must be made between the eligible currencies: USD, EUR, GBP, CHF or JPY, subject to the Retrocession Agreement Currency. Pledges of securities must be made with a custodian bank as account keeper. The value of assets must remain at any moment at least equal to the amount of the latest share of loss reserves. Collateral market valuation, and top up if needed, must be at least monthly, with a higher frequency in case of high market volatility, a threshold must be put on the gap, beyond which the RETROCESSIONAIRE must top up.



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To this effect, an agreement of pledged financial instruments will be established subject to the arrangements stipulated in the French “Code des Assurances” and the “Code Monétaire et Financier”. This deposit shall be made within 45 (forty five) calendar days of the RETROCEDENT’s request, subject however to the comments made by the RETROCESSIONAIRE, within 3 (three) weeks of the RETROCEDENT’s request. The pledged securities deposit will be retained by the RETROCEDENT and adjusted by the RETROCESSIONNAIRE until final extinction of the losses related to this Retrocession Agreement.

2. The deposit made by way of cash with the RETROCEDENT is established and managed as specified in article “ACCOUNTS AND SETTLEMENTS” and according to the respective provisions stated in this article. Deposits made in cash will bear interest at a rate of 80% (eighty percent) of the average annual rate of the European Over Night Index Average (EONIA) published by the European Union Banking Federation / its successor the Euro short-term rate (ESTER) published by the European Central Bank or an equivalent rate mutually agreed by the RETROCEDENT and the RETROCESSIONAIRE. This interest will be calculated from the date on which the deposit is set up in the technical account, with minimum rate at 0 % (zero percent), and is due at the same time as the balance of the latter.

In the event that the Retrocession Agreement is immediately terminated in accordance with the provisions in article “Special termination ”, and, more particularly, if the RETROCESSIONAIRE fails one of its obligations under the Retrocession Agreement, the RETROCEDENT may cease to make the interest payments set out in the present article. The deposit made in cash equal to the RETROCESSIONAIRE ‘s share of the loss reserves will be retained and adjusted by the RETROCEDENT until final extinction of the losses related to this Retrocession Agreement.

3. Deposits made by providing a Letter of Credit are subject to the conditions hereunder.

The RETROCESSIONAIRE may provide the RETROCEDENT with a clean, irrevocable, unconditional, and evergreen Letter of Credit in a satisfactory form and drawn upon a bank acceptable to the RETROCEDENT, and which credit rating is a minimum of A- (or equivalent) as per one of the below mentioned accepted rating agencies. The aggregate amount of Letter of Credit provided by a bank in percentage of the RETROCEDENT’s total assets must not exceed 10% (ten percent) unless approved by the RETROCEDENT. The Letter of Credit must comply with internationally recognized rules for issuance and use, i.e ISP 98 for non-US RETROCESSIONAIRE.

The Letter of Credit shall be deemed automatically extended for one year from the expiry date. Any future expiration date shall be shared through written amendment at least 90 (ninety) calendar days prior to any expiration date. The issuing bank shall notify the RETROCEDENT by registered mail that the issuing bank elects not to consider the Letter of Credit to be renewed for any such additional period. The Letter of Credit will be retained by the RETROCEDENT and adjusted by the RETROCESSIONAIRE until final extinction of the losses related to the Retrocession Agreement. Accepted rating agencies for assets (pledge) and the bank (LOC) are AMBest, Fitch, Moody’s, and Standard & Poor’s.”

(*) Max 30% for govies of other OECD countries and supranational rated BBB+ or worse – cf. technical documentation

Cash 100% n.a. n.a. n.a.

Government Bonds (A- and higher) 100% 100% 95% 30Y

Government Bonds (BBB+ to BBB-) 100% 95% 85% 30Y

Corporate Bonds (A- and higher) 95% 85% 75% 15Y

Corporate Bonds (BBB+ to BBB-) 90% 80% 65% 15Y

Below investment grade n.a. n.a.

Listed equity n.a. 30%

Additional haircut in case of FX mismatch

vs. liabilitiesn.a. n.a.

Valuation Percentages; by Average Life

Not eligible

Max maturity Max %

n.a.

30%

Less than 5

years5 – 10 years

Greater than

10 years

70%

85%

(*)

AXA_2021_P&C REINSURANCE_GENERAL CONDITIONS_GROUP COVERS

P&C GENERAL CONDITIONS SLIP TEXT WORDING GROUP COVERS 2021 GC 1

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CHAPTER 4

GENERAL CONDITIONS


GROUP COVERS 2021



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CONTENT

......................................................................................................................................................................... 4

INTRODUCTION ................................................................................................................................................ 4

DEFINITIONS .................................................................................................................................................... 4







ARTICLE 7 TREATY REINSURANCE EXCLUSION AMENDMENT (LLOYD’S BRUSSELS BUSINESS) ........................... 8


ARTICLE 9 EXTRA CONTRACTUAL OBLIGATIONS AND EXCESS LIMITS LIABILITY ................................................ 9

ARTICLE 10 NET RETAINED LINES ...................................................................................................................... 9

ARTICLE 11 LIMIT AND RETENTION................................................................................................................... 9

ARTICLE 12 REINSTATEMENT(S) ...................................................................................................................... 10

ARTICLE 13 MULTICEDENT .............................................................................................................................. 10

ARTICLE 14 REINSURANCE PREMIUM ............................................................................................................. 10

ARTICLE 15 CASH CALL.................................................................................................................................... 11

ARTICLE 16 NOTIFICATION OF CLAIMS ........................................................................................................... 11

ARTICLE 17 ACCOUNTS AND SETTLEMENTS .................................................................................................... 11

ARTICLE 18 TAXES (GENERAL) ......................................................................................................................... 12

ARTICLE 19 AUSTRALIAN TAX ......................................................................................................................... 12

ARTICLE 20 FEDERAL EXCISE TAX (IF APPLICABLE) .......................................................................................... 12

ARTICLE 21 FOREIGN ACCOUNT TAX COMPLIANCE ACT (FATCA) .................................................................... 13




ARTICLE 25 DUTY OF FAIR PRESENTATION ..................................................................................................... 14



ARTICLE 28 EU CONTRACT CONTINUITY (LMA5284) ....................................................................................... 18



ARTICLE 31 CHOICE OF LAWS AND JURISDICTION........................................................................................... 22







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ARTICLE 41 SEVERAL LIABILITY (LMA 3333 AMENDED VERSION) .................................................................... 27

ARTICLE 42 CONFLICT OF INTEREST ................................................................................................................ 28



ARTICLE 45 FINANCIAL INTEREST .................................................................................................................... 29

ARTICLE 46 REPRESENTATION OF TECHNICAL RESERVES, REINSURANCE CREDIT/REINSURANCE SECURITY .... 29

ARTICLE 47 SERVICE OF SUIT .......................................................................................................................... 34

ARTICLE 48 FEDERAL TERRORISM EXCESS RECOVERIES .................................................................................. 36



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Introduction




Definitions


Bribery means the offering, giving, requesting, receiving, facilitation, or authorization of any bribe or inducement, which results in a personal gain or advantage to the recipient (or any person or body associated with the recipient) and which is intended to improperly influence a decision or an action of the recipient; and any action that is considered as an act of corruption or bribery by the applicable laws or regulations.

Business Cash Call

means the business(es) or classes of business(es) specified in the SPECIAL CONDITIONS. means a request by the REINSURED to the REINSURER for an expedited claims payment (i.e a payment earlier than the payment of Claims otherwise contemplated by the Reinsurance Agreement).



Insolvency Event Limit Loss Occurring Basis

as defined in the SPECIAL CONDITIONS or applicable law. means the maximum amount of Ultimate Net Loss to be paid by the REINSURER in excess of the Retention for each and every Loss/Accident Occurrence/Risk (subject to the SPECIAL CONDITIONS), subject however, to any reinstatement provisions/limitations as may be specified herein. means all claims and/or losses occurring during the Period of the Reinsurance Agreement, irrespective of when the Policies incepted, are covered.

Minimum Premium


GROUP COVERS GENERAL CONDITIONS



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Original Insured Period

means each natural or legal person insured under the Policies covered by the Reinsurance Agreement. means the duration during which the Reinsurance Agreement is in force and which begins on the Effective Date and ends on the Expiry Date (or date of termination, if the Reinsurance Agreement is terminated in accordance with the terms of article “Special Termination” or by agreement), both dates inclusive.

Personal Data shall have the meaning set out under the Data Privacy Applicable Laws

definition in the article “Data Privacy”.

Policy(ies) means all original contracts of insurance (including co-insurance) and/or reinsurance accepted and/or renewed by the REINSURED.

Policyholder


Premium Income means the amount of premium received by the REINSURED, as defined in the SPECIAL CONDITIONS, if the Reinsurance Agreement has been arranged on an adjustable basis.




The REINSURED shall be the sole judge as to what constitutes a Risk. means that reinsurance is provided for claims arising from Policies incepting renewing, resigning or treated as having been re-signed at the date when such risks, or part of the period of the risks, have reached any maximum period on any preceding period of reinsurance, during the Period.

Special Acceptances


Ultimate Net Loss







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REINSURER of the other part, (hereinafter referred to individually as a “Party” or collectively as the

“Parties”) both specified under the SPECIAL CONDITIONS.

1.2 The REINSURED hereby agrees to cede and the REINSURER hereby agrees to reinsure the

Policies defined in the article “Business”.












retention as set forth under the article “Limit and Retention” of the SPECIAL CONDITIONS.



herein will in any manner create any obligations or establish any rights in favour of, or be enforceable

by any third parties, except as provided hereunder in the articles “Financial Interest” and

“Representation of Technical Reserves/Reinsurance Credit/Reinsurance Security” or as provided under

the article “Insolvency” of the SPECIAL CONDITIONS.


2.1 In consideration of the payment of the Reinsurance Premium and subject to the Reinsurance Agreement, the REINSURER agrees, for its share, to indemnify the REINSURED for the Ultimate Net Loss, in respect of Policies covering Risks within the Business and Territorial Scope as specified in the SPECIAL CONDITIONS, up to the Limit in excess of the Retention each and every Loss/Accident/ Occurrence/Risk (subject to the SPECIAL CONDITIONS) during the Period. 2.2 The REINSURED may effect facultative reinsurance cessions for any Risk. 2.3 Policies granted by the REINSURED wherein the REINSURED is named as the Original Insured either alone or jointly shall not be excluded from cover under the Reinsurance Agreement. 2.4 All loss settlements made by the REINSURED, in respect of the Policies covered under the terms and conditions of the Reinsurance Agreement, shall be binding upon the REINSURER. 2.5 At the REINSURED’s request, the REINSURER agrees to send to the REINSURED its annual accounting report.





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4.1 Special Acceptances in force at inception of the Reinsurance Agreement shall be covered hereunder, provided such Special Acceptances are declared within the renewal information by the REINSURED. 4.2 Special Acceptances shall be agreed or refused by the REINSURER within 5 (five) Working Days from the receipt of the REINSURED’s request. If no response, of any kind, has been received by the REINSURED within these 5 (five) Working Days, the Special Acceptances will be considered as approved by the REINSURER. 4.3 Special Acceptances classified and submitted as urgent by the REINSURED shall be agreed or refused by the REINSURER within 3 (three) Working Days from the receipt of the REINSURED’s request. If no response, of any kind, has been received by the REINSURED within these 3 (three) Working Days, the Special Acceptances will be considered as approved by the REINSURER. 4.4 If the REINSURER judges that more information is necessary, in order to agree or refuse the Special Acceptances, the REINSURER may request reasonable additional information to agree or refuse the Special Acceptances within 2 (two) Working Days from the receipt of the REINSURED’s reasonable additional information. 4.5 If no response, of any kind, has been received by the REINSURED within these 2 (two) Working Days, after the reasonable additional information were provided, the Special Acceptances will be considered as approved by the REINSURER. 4.6 It is agreed that any Special Acceptances for a Risk granted by a subsidiary, affiliate or parent company of the REINSURER on an underlying reinsurance agreement or retrocession agreement is automatically accepted for the same Risk by the REINSURER.




CONDITIONS, unless extended in accordance with the terms of the “Extraordinary Event” article or terminated in accordance with the terms of the “Special Termination” article, in which case the Expiry Date shall be the last date of such extension or the effective date of early termination, as applicable. 5.3 Period The rights and obligations of both Parties to the Reinsurance Agreement shall remain in full force throughout the Period and as provided in the article “Survival of the Reinsurance Agreement”. Furthermore, in respect of losses occurring (and/or any other loss attachment provisions if provided for in the SPECIAL CONDITIONS) during the Period (or as provided under paragraphs 5.4.2 or 5.4.3 of this article) such rights and obligations will remain after the Period, except as otherwise provided for in the Reinsurance Agreement. 5.4 Loss Attachment 5.4.1 The Reinsurance Agreement shall apply on a Loss Occurring Basis. If the Reinsurance Agreement is to operate on another loss attachment basis, it shall be specified in the SPECIAL CONDITIONS.

5.4.2 If the Reinsurance Agreement is on a Loss Occurring basis and expires or is terminated while one or more Loss/Accident Occurrence/Risk (subject to the SPECIAL CONDITIONS) covered hereunder is in progress and/or declared, it is agreed that subject to the other GENERAL CONDITIONS, the REINSURER hereon is responsible as if the entire loss(es) or damage(s) had occurred prior to the



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expiration or termination of the Reinsurance Agreement, provided that no part of that Loss/Accident Occurrence/Risk is claimed against any renewal of, or contract replacing the Reinsurance Agreement.




Article 7 Treaty Reinsurance Exclusion Amendment (Lloyd’s Brussels Business)

In the event and to the extent that the Reinsurance Agreement may otherwise exclude ceded Business arising out of any reinsurance treaty written by the REINSURED, this exclusion shall not apply to any reinsurance of Lloyd’s Insurance Company S.A., Brussels.


8.1 "Ultimate Net Loss" means the total amount paid or payable arising out of the Policies. This amount shall include any costs and expenses incurred in connection with the litigation, arbitration, defence, investigation, appraisal, settlement and/or negotiation of a claim or loss (to include legal expenses and costs incurred in connection with coverage questions and legal actions connected thereto, such as declaratory judgment actions), costs incurred in connection with loss recovery, subrogation and salvage, adjustment costs such as expert fees, damages, costs and/or interest awarded against the REINSURED (including in respect of a breach of a material obligation, but not punitive damages as a separate head of claim or other obligations outside of the Policies) and professional fees and expenses (excluding salaries of all employees and office expenses of the REINSURED, except in house attorneys at pro rata share of salaries calculated in accordance with the time occupied in adjusting, defending and settling such loss) reasonably incurred in connection therewith. 8.2 Notwithstanding the foregoing, ex gratia payments by the REINSURED, being payments for pure commercial reasons by the REINSURED where the REINSURED is not liable under the terms and conditions of the relevant Policies, shall only be binding upon the REINSURER following its prior approval thereof. 8.3 Recoveries including amounts under other reinsurances, if any, which inure to the benefit of the Reinsurance Agreement shall be first deducted from such amount to result at the amount of liability, attaching hereunder.

8.4 A list of such inuring other reinsurances will be shown in the SPECIAL CONDITIONS under the paragraph “information”, if applicable.

8.5 The REINSURED will be permitted to carry facultative reinsurance, recoveries under which will inure solely to the benefit of the REINSURED.

8.6 The REINSURED will be permitted to carry treaty reinsurance, including underlying covers and catastrophe and/or clash covers and whole account corporate covers, recoveries under which will inure solely to the benefit of the REINSURED and be entirely disregarded in applying all of the provisions of the Reinsurance Agreement.

8.7 The amount of the REINSURER's liability hereunder in respect of any loss or losses will not be increased by reason of the inability of the REINSURED to collect from any other reinsurer(s), whether specific or general, any amounts which may have become due from such reinsurer(s), whether such



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inability arises from the insolvency of such other reinsurer(s) or otherwise.

8.8 Any salvages, recoveries or payments recovered or received subsequent to any Ultimate Net Loss settlement hereunder shall be applied as if recovered or received prior to such settlement and all necessary adjustment shall be made by the Parties hereto. Nothing in this article shall be construed to mean that a recovery cannot be made hereunder until the Ultimate Net Loss of the REINSURED has been ascertained.

Article 9 Extra Contractual Obligations and Excess Limits Liability

9.1 The Reinsurance Agreement will protect the REINSURED, within the terms and conditions of the

Reinsurance Agreement, where this reinsurance includes coverage for any Extra Contractual

Obligations and/or Excess Limits Liability, as specified in the SPECIAL CONDITIONS.

9.1.1 The term "Extra Contractual Obligations" is defined as those liabilities not covered under any other

provision of the Reinsurance Agreement and which arise from the handling of any claim on business

covered hereunder, such liabilities arising because of, but not limited to, the failure by the REINSURED

to settle within the Policy limit, or by reason of alleged or actual negligence, fraud or bad faith in rejecting

an offer of settlement, or in the preparation of the defense or in the trial of any action against the Original

Insured or reinsured, or in the preparation or prosecution of an appeal consequent upon such action.

9.1.2 "Excess Limits Liability" is defined as any amount payable in excess of the REINSURED's Policy

limit, such liabilities arising because of, but not limited to, alleged or actual negligence, fraud, or bad

faith in failing to settle and/or rejecting a settlement within the Policy limit, or in the preparation of the

defense or in the trial of any action against the Original Insured or reinsured, or in the preparation or

prosecution of an appeal consequent upon such action. Excess Limits Liability is any amount for which

the REINSURED would have been contractually liable to pay had it not been for the limit of the reinsured

Policy.

9.2 The date on which any Extra Contractual Obligation and/or Excess Limits Liability is incurred by the

REINSURED will be deemed, in all circumstances, to be the date of the original loss.

9.3 However, this article will not apply where the loss has been incurred solely due to the fraud of a

member of the board of directors or a corporate officer of the REINSURED acting individually,

collectively, or in collusion with any individual or corporation or any other organization or party involved

in the presentation, defense, or settlement of any claim covered hereunder.

9.4 With respect to any New York domiciled reinsurers only, in no event will coverage be provided to

the extent that such coverage is not permitted under New York State law.


The Reinsurance Agreement applies only to that portion of any Policy which the REINSURED retains, and in calculating the amount of any loss hereunder and also in computing the amount or amounts in excess of which the Reinsurance Agreement attaches, only loss or losses in respect of that portion of any Policy which the REINSURED retains shall be included. The amount of the REINSURER(s) liability hereunder in respect of any loss or losses shall not be increased by reason of the inability of the REINSURED to collect from any other reinsurer(s), whether specific or general, any amounts which may have become due from such reinsurer(s), whether such inability arises from the insolvency of such other

reinsurer(s) or otherwise.





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12.1 If the Reinsurance Agreement has been arranged on an adjustable premium basis and the loss payment is made prior to the adjustment of the Reinsurance Premium, the reinstatement Reinsurance Premium (if provided for in the SPECIAL CONDITIONS) shall be calculated provisionally on the Deposit Premium, subject to adjustment when the Premium Income (or figures required in accordance with any other basis of premium calculation specified in the SPECIAL CONDITIONS) is definitely known.

12.2 The REINSURER shall never be liable to pay more than the Limit in respect of any one Loss/Accident Occurrence/Risk (subject to the SPECIAL CONDITIONS) nor more than that amount plus a multiple of such Limit equivalent to the number of Reinstatements stated in the SPECIAL CONDITIONS in respect of all Loss/Accident Occurrence/Risks during the Period.

12.3 Losses shall be considered in chronological order by date of settlement, or at the option of the REINSURED by date of loss, but this shall not prevent the REINSURED from making provisional collections in respect of losses which may ultimately not be recoverable hereon.

Article 13 Multicedent

13.1 The Retention of the REINSURED and the liability of the REINSURER and all other benefits accruing to the REINSURED as provided in the Reinsurance Agreement or any amendments hereto, will apply to the affiliated companies comprising the REINSURED as a group and not separately to each of the affiliated companies.

13.2 Nevertheless, the REINSURER and each reinsured company within the definition of "REINSURED" in the Reinsurance Agreement agree to honour the terms set forth herein as if the Reinsurance Agreement were a separate agreement between the REINSURER and each reinsured company. This will not operate so as to increase either the REINSURER’s or the REINSURED's liability under the Reinsurance Agreement.

13.3 Any conduct or misconduct or allegation of conduct or misconduct including any omission in relation or connection with or under the Reinsurance Agreement by one reinsured company will not affect the validity, amount or terms of the cover available to the other reinsured companies. In the event of a dispute or difference arising between the REINSURER and one or more of the entities comprising the REINSURED, the Reinsurance Agreement will continue without prejudice to the rights of those reinsured companies which are not in dispute including their rights to recover under the Reinsurance Agreement.

13.4 Loss notices, reports and premium payments made to the REINSURER are to be in sufficient detail to identify what portion of any premium or loss relates to each reinsured company.


14.1 The REINSURED shall pay to the REINSURER a Reinsurance Premium as stated in the SPECIAL CONDITIONS.

If the Reinsurance Agreement has been arranged on an adjustable premium basis, then the REINSURED shall pay the REINSURER the Deposit Premium as Reinsurance Premium as stated in the SPECIAL CONDITIONS and as soon as practicable after the Expiry Date of the Reinsurance Agreement, the Deposit Premium, where applicable, shall be adjusted to a final amount equal to the Reinsurance Premium rate(s) stated in the SPECIAL CONDITIONS applied to the Premium Income (or figures required in accordance with any other basis of Reinsurance Premium calculation specified in the SPECIAL CONDITIONS), subject to the Minimum Premium where applicable. Such adjustment shall never result in the REINSURER receiving less than the Minimum Premium (if provided for in the SPECIAL CONDITIONS).



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14.2 The payment of any adjustment premium due shall be made by the debtor Party at the time the accounting settlement is owed as stated in the article “Accounts and Settlements”.





the REINSURED, within 15 (fifteen) Working Days upon receipt of such request.


the next 25 (twenty-five) Working Days from the Cash Call request.

15.2 Claims reports and/or salient claims information such as proof of loss and/or loss adjustors payment

recommendation(s) shall be submitted to the REINSURER together with the Cash Call request. Any amounts so settled will be credited to the REINSURER in the next account.


16.1 Where a claim equals or exceeds the threshold specified in the SPECIAL CONDITIONS, the REINSURED shall give written notice of such claim to the REINSURER as soon as practicable upon receiving knowledge thereof, and shall thereafter keep the REINSURER fully informed of all significant developments, including supporting document and information in respect of such claim as soon as practicable on receiving knowledge thereof.

16.2 The REINSURED will at its full discretion and in a reasonable and proper business-like manner determine what constitute a claim or loss covered under the REINSURED's Policy(ies) and as to the REINSURED 's liability thereunder. The REINSURED will, at its sole discretion and in a reasonable and proper business-like manner, adjust, settle, or compromise all claims and losses. All such adjustments, settlements, and compromises will be unconditionally binding on the REINSURER in proportion to its participation hereon. 16.3 The REINSURED will likewise at its sole discretion, commence, continue, defend, or withdraw from actions, suits or proceedings and generally handle all matters related to all claims and losses.


17.1 The REINSURED will send to the REINSURER an account established in the Currency or Currencies specified in the SPECIAL CONDITIONS and at the frequency set out in the SPECIAL CONDITIONS as soon as reasonably possible, and in any event not later than 16 (sixteen) weeks after the end of the accounting period (or within a shorter time limit if so stated in the SPECIAL CONDITIONS). 17.2 The REINSURER shall confirm its agreement within 6 (six) weeks following the receipt of the account. If no confirmation is made within this 6 (six) weeks period, the account will be deemed accepted by the REINSURER and the balance shall be paid by the debtor Party within 15 (fifteen) Working Days from the expiry of the above 6 (six) weeks period. 17.3 Any comments regarding an error and/or an omission on the account shall be notified by the REINSURER to the REINSURED within 6 (six) weeks following the receipt of the account 17.4 The REINSURED shall then upon confirmation of such error and/or omission provide the REINSURER with an account adjusted accordingly within 15 (fifteen) Working Days from the receipt of notification thereof. The balance resulting thereof shall be paid by the debtor Party, within 15 (fifteen) Working Days from the receipt of the adjusted account. Notwithstanding the foregoing, any errors detected after the 6 (six) weeks period may be notified no later than the end of the following accounting period by written notice and, if the Parties agree an



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adjustment is required, the accounting position shall be rectified in the account relating to the following accounting period. 17.5 All payments shall be made by means of a wire transfer or bank order, the cost of this transfer being payable by the debtor Party. Amounts below 100 (one hundred) Euros will be reported on the next account. 17.6 For the part of any outstanding loss, the REINSURED may request the REINSURER to represent its liability in the manner set forth under the article “Representation of Technical Reserves/Reinsurance Credit/Reinsurance Security”. 17.7 The Parties agree that where an amount is due and payable by one Party to the other pursuant to the terms of the Reinsurance Agreement, such amount may be set off against any amounts, except that the REINSURED may not offset its obligations to pay any Deposit and/or Minimum Premium against any amounts payable by the REINSURER, due and payable under the Reinsurance Agreement to such Party by the other Party pursuant to the Reinsurance Agreement.

Article 18 Taxes (General)

The REINSURED will pay all taxes (except federal excise tax, FATCA and Australian withholding tax, if applicable) on premiums reported to the REINSURER under the Reinsurance Agreement.

Article 19 Australian Tax

19.1 Australian Goods and Services Tax 19.1.1 Premium Any amount shown as payable under the Reinsurance Agreement does not include Australian goods and services tax (“GST”) and, where applicable, will be calculated with reference to the GST-exclusive premiums payable to the member companies of the REINSURED by its Original Insureds. 19.1.2 Claims The amounts due under the Reinsurance Agreement will be calculated after accounting for any adjustment under the GST legislation to which the REINSURED is entitled on settlement of claims to its Original Insureds on recoveries from any third parties, and any Input Tax Credit to which they are entitled on acquiring goods or services for the purpose of settlement of an original claim. 19.1.3 Changes in Legislation If the effect of the GST is changed as a result of any new amendment, enactment, judicial or Australian Tax Office-advised interpretation or application of any law, the Parties must as soon as possible and in good faith negotiate an appropriate amendment to the Reinsurance Agreement. 19.2 Australian Withholding Tax 19.2.1 The REINSURER has agreed to allow for the purpose of paying the Australian withholding tax (as imposed under Division 15 of Part III of the Income Tax Assessment Act 1936 (ITAA 1936)) the applicable percentage of the premium payable hereon to be deducted from the amount of premium to be transmitted to the REINSURER to the extent such premium is subject to the Australian withholding tax. 19.2.2 In the event of any return of premium becoming due hereunder, the REINSURER will deduct the applicable percentage from the return premium payable hereon and the REINSURED or its agent should take steps to recover the tax from the Australian Government.

Article 20 Federal Excise Tax (if applicable)

20.1 The REINSURER has agreed to allow for the purpose of paying the Federal Excise Tax the applicable percentage of the premium payable hereon (as imposed under Section 4371 of the Internal Revenue Code) to be deducted from the amount of premium to be transmitted to the REINSURER to the extent such premium is subject to the Federal Excise Tax.



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20.2 In the event of any return of premium becoming due hereunder, the REINSURER will deduct the applicable percentage from the return premium payable hereon and the REINSURED or its agent should take steps to recover the tax from the United States Government.

Article 21 Foreign Account Tax Compliance Act (FATCA)

21.1 The REINSURER will provide to the REINSURED its FATCA compliant documentation on or before the effective date of the Reinsurance Agreement. To the extent the REINSURER is subject to the deduction and withholding of premium payable hereon and has not provided the requisite filing form as set forth in the Foreign Account Tax Compliance Act (Sections 1471-1474 of the Internal Revenue Code), the REINSURER agrees to allow such withholding from the premium payable under the Reinsurance Agreement. Such withholding will not affect the validity of the Reinsurance Agreement or provide the REINSURER with any rights of cancellation, offset or the like.

21.2 The REINSURER agrees to indemnify the REINSURED for any liability, expense, interest or penalty the REINSURED may incur by reason of the REINSURER’s breach of this article.

Article 22 Currency

22.1 Within the scope of the Reinsurance Agreement, all amounts must be stated, all financial statements must be prepared, and all payments must be made in the currency or currencies specified in the SPECIAL CONDITIONS (“Currency”). 22.2 Currencies other than the Currency or Currencies in which the Reinsurance Agreement is written shall be converted into that Currency at the rate of exchange as used in the accounts of the REINSURED. If the REINSURED has to settle a claim in a currency other than the Currency, the amount payable shall be converted at the exchange rate in force in the accounts books of the REINSURED. The part of the settlement not included in the accounts books of the REINSURED will be converted at the monthly average exchange rate of the month in which the claim or event occurs: Reuters exchange rate applicable.


23.1 The REINSURER or its duly designated representatives has the right to visit the offices of the




be retrieved and which are related to the Business reinsured under the Reinsurance Agreement.












23.4 Further, it is understood, and the REINSURER agrees that such access may be subject to the execution of a reasonable confidentiality agreement and may be restricted, in certain circumstances, by confidentiality agreements between the REINSURED and its Policyholders, or by law or government restrictions. Nothing in this article requires any REINSURED to maintain or to make available any of its



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Article 25 Duty of Fair Presentation

25.1 In the event of a breach of the Duty of Fair Presentation or Duty of Disclosure (whichever is applicable) by the REINSURED (or its agent) which is proven by the REINSURER to be fraudulent, deliberate or reckless:

a. if the breach is before the Reinsurance Agreement is entered into, the REINSURER may (i) avoid the Reinsurance Agreement; (ii) reject all claims; and (iii) retain all premiums paid; or

b. if the breach is in relation to a variation of the Reinsurance Agreement, the REINSURER

(i) may treat the Reinsurance Agreement as having been terminated with effect from the time that the variation was made; and (ii) need not return any of the premiums paid.

25.2 For the purposes of this article:

a. where the Reinsurance Agreement is governed by the laws of England and Wales, the “Duty of Fair Presentation” means the duty imposed by section 3(1) of the Insurance Act 2015. A breach of the Duty of Fair Presentation is “deliberate or reckless” if the REINSURED (a) knew that it was in breach of the Duty of Fair Presentation; or (b) did not care whether or not it was in breach of that duty.

b. where the Reinsurance Agreement is governed by New York law, the “Duty of Disclosure” means the duty of the REINSURED to disclose to the REINSURER all facts that materially affect the Risk of which the REINSURED was or should have been aware would have affected the REINSURER’s decision and of which the REINSURER had no reason to be aware.


Where an Insolvency Event occurs in relation to the REINSURED, the terms of the SPECIAL CONDITIONS (if provided for in the SPECIAL CONDITIONS) shall apply.

Article 27 Special termination




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- “REINSURER’s Obligations” means all obligations of the REINSURER under the Reinsurance

Agreement and will include, without limitation, unearned premiums (and reserves), outstanding

losses and reserves (including IBNR), loss adjustment expenses and reserves (including IBNR) and

all other balances.

- “Triggering Event” means an event or condition as described below that may result in (i) termination

of the Reinsurance Agreement prior to the natural expiration or termination date and/or (ii)

commutation of the Reinsurance Agreement.


The REINSURER

(i) is acquired or controlled by any other party (an acquisition or change in control will only have

occurred if a person unaffiliated with the REINSURER directly or indirectly acquires thirty percent

(30%) or more of the voting stock of the REINSURER, or of any person owning or controlling

the REINSURER, or of stock convertible into thirty percent (30%) or more of such voting stock),

or


(iii) sells, assigns or otherwise transfers over fifty percent (50%) of such business to an unrelated

third party or an affiliated entity, or

(iv) sells, assigns or otherwise transfers its participation in the Reinsurance Agreement to an

affiliated entity within its holding company system and the policyholders’ surplus of the affiliated

entity is at least twenty percent (20%) less than the REINSURER’s policyholders’ surplus as at

the end of the most recent calendar quarter immediately preceding the sale/assignment/transfer,

or


(vi) is ordered to cease writing new or renewal business by an insurance or other regulatory

authority, or

(vii) has its license or authority to operate as an insurance or reinsurance company suspended,

revoked or terminated or had limitations imposed upon its ability to operate by its domiciliary

jurisdiction, or

(viii) should at any time become insolvent, or file a petition in bankruptcy or go into liquidation or

rehabilitation, or have a receiver appointed or engages in a process of a Scheme of Arrangement

or a similar procedure, including but not limited to an insurance business transfer scheme

pursuant to Part VII of the Financial Services and Markets Act (U.K.), as may be amended from

time to time, or

(ix) has transferred its claims-paying authority under the Reinsurance Agreement to an unaffiliated

entity or in any way has delegated its obligations under the Reinsurance Agreement to an

unaffiliated entity without the prior written consent of the REINSURED; provided, however, the

transfer of claims-paying authority or administration to a third party where the REINSURER

maintains control over claims settlement decisions, or the agreement by a Lloyd’s syndicate to

follow claims settlements procedures under Lloyd’s Claims Scheme (Combined) or agreement

by an International Underwriting Association of London company to follow IUA Claims

Agreement practices, will not constitute a transfer of its claims-paying authority for purposes of

this sub-paragraph, or has failed to comply with the provisions set forth in the funding



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requirements of the article “Representation of Technical Reserves/Reinsurance Credit;

Reinsurance Security”; or

(x) i. The Standard & Poor’s Insurer Financial Strength rating of the REINSURER is withdrawn (by

either Standard & Poor’s or the REINSURER) or falls below “A”; or



iv. the Fitch Financial Strength rating of the REINSURER is withdrawn (by either Fitch or the REINSURER) or falls below “A.


In the event that the REINSURER’s Financial Strength rating, as of the commencement date of the Reinsurance Agreement, is below the mentioned rating under i. to iv., the REINSURED shall have the right to terminate the Reinsurance Agreement if the Financial Strength rating is declined by a notch

In the event that the REINSURER is a Lloyd’s Syndicate, the Financial Strength rating of the Lloyd’s Market will be used to determine if a Triggering Event has occurred; or

(xi) 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 REINSURED is

incorporated or has its principal office or the country from which the Reinsurance Agreement is

placed and the country in which the REINSURER is incorporated or has its principal office as a

result of war, currency regulations or any circumstances arising out of political, financial or

economic emergency, other than an event associated with economic and monetary union in the

European Union.

27.3 Termination by the REINSURED will be effected by written notice of termination and will be effective upon receipt of said notice by the REINSURER. 27.4 If the REINSURED terminates the REINSURER’s participation in the Reinsurance Agreement under this article, it will have the option of terminating it on either a cut-off or run-off basis. The REINSURED will notify the REINSURER in the notice of termination as to whether the REINSURER’s participation in the Reinsurance Agreement will be terminated on a cut-off or run-off basis. If the REINSURED elects to terminate the REINSURER’s participation in the Reinsurance Agreement on a run-off basis, it can, at any time thereafter, elect to terminate the REINSURER’s participation in the Reinsurance Agreement on a cut-off basis effective upon receipt of written notice of the change by the REINSURER.

27.5 For purposes of this article, the term “run-off” means that the REINSURER will continue to be liable for losses occurring or claims made on or after the effective date of termination in respect of reinsured Policies in force as of the effective date of termination. For purposes of this article, the term “cut-off” means that the REINSURER will be released from losses occurring or claims made after the effective date of termination in respect of reinsured policies in force as of the effective date of termination, except for claims made under extended reporting periods attaching to Policies that expired before the effective date of termination.

27.6 In the event of a cut-off termination by the REINSURED, the REINSURER will return the unearned pro rata portion of premiums paid to it for exposures no longer covered as provided for in the Reinsurance Agreement, it being understood that the REINSURER will only be entitled to retain a pro rata portion of premiums earned through the date of the termination of its participation in the Reinsurance



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Agreement and, further, the minimum premium provisions of the Reinsurance Agreement, if any, will be waived. In the event of run-off termination, the applicable premium shall continue to be earned through the run-off period, unless otherwise agreed. The calculation of return premiums hereunder will be based upon the method of termination (cut-off or run-off basis) and the manner by which risks and exposures reinsured by the REINSURER hereunder attach to the Reinsurance Agreement.

27.7 If (i) a Triggering Event has occurred and the REINSURER’s participation in the Reinsurance Agreement is terminated under this article or (ii) the REINSURER’s participation in the Reinsurance Agreement is terminated under any other article of the Reinsurance Agreement, including natural expiration, and a Triggering Event has occurred at any time after such termination, the REINSURED will have the option of commuting all remaining REINSURER’s Obligations at any time thereafter.

27.8 If the REINSURED elects to commute all remaining REINSURER’s Obligations, it will notify the REINSURER of such election and will present the REINSURER with its calculation of all remaining amounts due from the REINSURER (the “REINSURED’s Calculation”).

The REINSURER will advise the REINSURED in writing within ten (10) calendar days of receipt of the REINSURED’s Calculation if it disagrees with said calculation.

If the REINSURER agrees with the REINSURED’s Calculation, it will pay any amounts due to the REINSURED within twenty (20) calendar days of receipt of the REINSURED’s Calculation.

If the REINSURER disagrees with the REINSURED’s Calculation, at the time of so notifying the REINSURED, it will provide the REINSURED with its calculation of REINSURER’s Obligations (the “REINSURER’s Calculation”). Within ten (10) calendar days of the date that such notice is received by the REINSURED, the Parties will endeavor to agree upon the selection of an independent actuary to determine the value of all remaining REINSURER’s Obligations under the Reinsurance Agreement, such selection to be contingent upon said actuary’s written confirmation to both Parties of his/her ability to perform the review and provide an opinion of the value of all remaining REINSURER’s Obligations under the Reinsurance Agreement within thirty (30) calendar days of receipt of all appropriate documentation from the REINSURED.

If the Parties cannot agree upon an independent actuary within said ten (10) calendar days period, each will, within ten (10) calendar days thereafter, provide the other Party with the names of two independent actuaries who are members of the American Academy of Actuaries (AAA) or fellows of the Institute and Faculty of Actuaries (IFA) or of another actuarial society recognized by the AAA or IFA as having equivalent status or two independent actuaries from the following consulting firms: Milliman, Deloitte or Ernst & Young, and within five (5) calendar days thereafter, each will strike the name of one of the other Party’s independent actuaries and thereafter select the independent actuary by drawing the name of one of the two remaining independent actuaries from a hat. If either Party fails to name its independent actuaries within the time period set forth above or otherwise fails to comply with any of the procedures, conditions or deadlines set forth above, the other Party will be entitled to select the independent actuary to determine the remaining REINSURER’s Obligations.


The independent actuary will determine the value of all remaining REINSURER’s Obligations under the Reinsurance Agreement within thirty (30) calendar days of receipt of all appropriate documentation from the REINSURED and will notify the Parties of such determination in writing, which determination will be binding on both Parties. The calculation of REINSURER’s Obligations by the independent actuary will take into account adjustment for net present value based upon the average annual rate of the European Over Night Index Average (EONIA) published by the European Central Bank / its successor the Euro Short-Term Rate (ESTER) published by the European Central Bank or an equivalent rate mutually agreed by the Parties as of the termination date.


If the independent actuary fails to determine the remaining REINSURER’s Obligations within the thirty (30) calendar days period, the REINSURER will, within ten (10) calendar days following the end of said



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thirty (30) calendar days period, provide the REINSURED with a Letter(s) of Credit (or other form of security acceptable to the REINSURED) that meets the REINSURED regulatory requirements from a bank and in a form acceptable to the REINSURED in an amount equal to the REINSURED’s Calculation. A Letter(s) of Credit will be issued to each REINSURED owed balance by the REINSURER under the Reinsurance Agreement in the amount listed in the REINSURED’s Calculations. Said Letter(s) of Credit will be released upon final payment of the remaining REINSURER’s Obligations by the REINSURER. For purposes of calculating the amount of the Letter(s) of Credit to be provided to each REINSURED owed balances by the REINSURER under the Reinsurance Agreement pursuant to the terms of this paragraph, the REINSURER will be credited with the amount of any collateral previously provided by the REINSURER to a REINSURED which collateral is presently in possession of such REINSURED.



28.1 Subject to paragraph 28.2 (below), the occurrence of an event associated with membership of the European Union or economic or monetary union in the European Union will not have the effect of:

a. terminating; or b. altering or invalidating any term of or discharging or excusing performance under; or c. giving any Party a unilateral right to alter or terminate; the Reinsurance Agreement.

28.2 If, as a consequence of an event associated with membership of the European Union or economic or monetary union in the European Union, the REINSURER is no longer permitted by applicable law or regulation to perform any part of the Reinsurance Agreement:

a. where possible, any terms of the Reinsurance Agreement which conflict with applicable laws or regulations are amended to conform to the minimum requirements of such laws or regulations, failing which;

b. such part (which the REINSURER is unable to perform) will be automatically terminated

between that REINSURER and the REINSURED with effect from the date that the REINSURER is no longer permitted to perform the Reinsurance Agreement. Within fourteen (14) calendar days of such termination the relevant REINSURER will return any paid but unearned premium, which will be calculated as expressly provided in the relevant cancellation or termination provisions of the Reinsurance Agreement or, if there are no such cancellation or termination provisions, on a pro-rata basis for the time on risk. Unless otherwise provided, if any claim has been notified under the Reinsurance Agreement at or prior to the time and date of termination, the premium will be deemed to be fully earned and no return premium will be due.

28.3 For the purposes of the Reinsurance Agreement, an “event associated with membership of the European Union or economic or monetary union in the European Union” includes, without limitation, each (and any combination) of the following events:




d. the replacement of the Euro by any alternative single or unified currency by two or more Member States (whether or not they remain members of the European Union) or the introduction of a new currency by a Member State (whether or not it remains a member of the European Union).



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29.1 It is agreed between the Parties that this article does not apply to Property per event excess of loss

reinsurance agreements.

29.2 In the event of an ‘Extraordinary Event’ if, and only if, as a direct result of the ‘Extraordinary Event’

any Party is unable to perform its obligations hereunder, the following rule shall apply:

The Parties shall be excused from performance of their respective obligations for the duration of the

‘Extraordinary Event’, but in no event shall such excusal exceed 1 (one) month from the inception of the

‘Extraordinary Event’.

29.3 Should the ‘Extraordinary Event’ occur within 30 (thirty) calendar days of the Expiry Date and the Parties are, as a direct result of the ‘Extraordinary Event’, not able to finalize the renewal negotiation to reinsure the Business after the Expiry Date, then the Reinsurance Agreement shall be automatically extended for a period of 15 (fifteen) Working Days, subject to one-time tacit renewal in the assumption that the ’Extraordinary Event’ continues to extend its effects with the same consequences, but not exceeding 1 (one) month being the maximum ‘held covered period’ calculated at pro rata Reinsurance Premium from the original Expiry Date. 29.4 The Parties agree that (i) no reinstatement of Limit and no additional capacity and (ii) no reinstatement premium and no Reinsurance Premium additional to that specified in the SPECIAL CONDITIONS is payable by the REINSURED for the ‘held covered period’ except prior written agreement of the Parties. For the purposes of this article, an ‘Extraordinary Event’ shall be considered to be exceptional

circumstances where the Parties have

(a) a significant part of their workforce engaged in renewal process affected by an epidemic as stipulated

by a public health authority or (

b) no regular or reliable means of external communication and/or any reasonable access to the office

and/or office systems and/or data, and are therefore prevented from engaging in their normal renewal

exchanges.

29.5 Any Party asserting ‘Extraordinary Event’ as an excuse for non-performance hereunder or as

reason for ‘held covered period’ shall have the burden of proving that reasonable steps were taken

under the circumstances to minimize delay or damages caused by foreseeable events, that all non-

excused obligations were substantially fulfilled and that the other Party was notified in a timely manner

of the likelihood or actual occurrence which would justify such an assertion, so that other prudent

precautions could be contemplated.

29.6 Nothing in this article shall be construed to mean that any Party is relieved from performing its

obligations under the Reinsurance Agreement as a result of its negligence or other malfeasance, or

where non-performance is caused by the usual and natural consequences of external forces or where

intervening circumstances are contemplated.


30.1 Whilst any disputes arising out of or in connection with the Reinsurance Agreement fall to be dealt

with according to the terms of said Reinsurance Agreement, where any dispute between the Parties

arising out of or in connection with the Reinsurance Agreement, including formation and validity and

whether arising during or after the Period of the Reinsurance Agreement shall be referred to arbitration

tribunal in accordance with the provisions set out below.

30.2 If more than one reinsurer under the Reinsurance Agreement or any other reinsurance agreement

covering the same Risk is in dispute with the REINSURED where there are common questions of law

or fact, the REINSURER agrees that at the request of the REINSURED all such reinsurers will constitute

and act as one Party and communications will be made by the REINSURED to each of the reinsurers

constituting the one Party. It is agreed that the reinsurers will have the right to assert several rather

than joint defenses or claims and retain separate counsel. All affected reinsurers will join and participate

in one arbitration at the REINSURED’s written request to the reinsurers within thirty (30) calendar days



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of the REINSURED’s appointment of its arbitrator, unless a reinsurer within ten (10) calendar days from

receipt of the REINSURED’s written request, responds in writing to the REINSURED that it declines to

participate in the arbitration, and that it unconditionally agrees to be bound by the decision and the award

of the panel.

30.3 All disputes involving U.S. domiciled REINSURED will finally and fully be determined by arbitration to take place in New York and the laws of the State of New York will govern the rights of the Parties and the determination of such disputes. The Parties to the arbitration will each bear the fees and costs of their own arbitrator and one half of the fees and the costs of the third arbitrator (or the sole arbitrator in any proceeding conducted pursuant to (ii) below) and all other fees (including legal fees), costs and expenses of the arbitration will be determined by the panel. Arbitration Procedure:

i. Any Party may, in the event of a dispute, notify the other Party of its desire to arbitrate the matter, and of the name of the arbitrator it has selected. The other Party will within thirty (30) calendar days select an arbitrator and simultaneously notify the Party desiring arbitration of the name of the second arbitrator.

ii. If the other Party fails or refuses to nominate the second arbitrator in accordance with (i), the arbitration will be decided by the single arbitrator nominated by the Party requesting arbitration.

iii. In the event that two arbitrators are chosen, they will, within thirty (30) calendar days after the appointment of the second arbitrator, choose a third arbitrator. In the event that they fail to do so within thirty (30) calendar days after the appointment of the second arbitrator, the Parties will jointly apply to ARIAS U.S. for the appointment of a third arbitrator.

iv. All arbitrators will be active or retired lawyers with not less than ten (10) years’ experience in insurance or reinsurance law or active or retired officers of insurance or reinsurance companies or Underwriters at Lloyd's, London with not less than ten (10) years’ experience, and will not have a personal or financial interest in the Parties or the outcome of the arbitration. For the avoidance of doubt, the arbitrators will be completely impartial and disinterested in their respective appointing Parties and in the result of the arbitration.

v. The panel will fix, by a notice in writing to the Parties involved, a reasonable time and place for the hearing and may prescribe reasonable rules and regulations governing the course and conduct of the arbitration proceeding, including without limitation discovery by the Parties which discovery may, at the discretion and order of the panel, include evidence regarding the formation, interpretation, purpose or intent of the Reinsurance Agreement.

vi. The decision rendered by the majority of the arbitrators will be final and binding upon all Parties to the proceeding. The panel is prohibited from awarding punitive or exemplary damages in any award that it may enter. Judgment may be entered upon the award of the panel in any court having jurisdiction thereof.

Notwithstanding the above provisions under paragraph 30.3, in the event that the total amount of the REINSURER’s share of any loss in dispute is USD 1,000,000 or less, or the REINSURER is a Run-Off Reinsurer (as hereinafter defined), any arbitration proceeding instituted under the Reinsurance Agreement will be conducted in accordance with the ARIAS U.S. Streamlined Rules for Small Claims Disputes (The “U.S. ARIAS Streamlined Rules”) (if the arbitration proceeding involves business written only by U.S. domiciled reinsured companies), provided, however, that the arbitrator qualification requirements set forth in (iv) of the above “Arbitration Procedure” will be applicable to any arbitration proceeding conducted in accordance with this paragraph.

For purposes of this paragraph, a Run-Off Reinsurer means any reinsurer that:

a. has been ordered by a state insurance department or other legal authority to cease writing business, or has been placed under regulatory supervision or in rehabilitation; or

b has ceased reinsurance underwriting operations; or



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c has transferred its claim paying authority to an unaffiliated entity or in any way has delegated its obligations under the Reinsurance Agreement to an unaffiliated entity without the prior written consent of the REINSURED, provided, however, the transfer of claims-paying authority or administration to a third party where the REINSURER maintains control over claims settlement decisions, or the agreement by a Lloyd’s syndicate to follow claims settlements procedures under Lloyd’s Claims Scheme (Combined) or agreement by an International Underwriting Association of London company to follow IUA Claims Agreement practices, will not constitute a transfer of its claims-paying authority for purposes of this sub-paragraph; or

d. engages in a process of Scheme of Arrangement or a similar procedure related to the Reinsurance Agreement, 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; or

e. in any other way, has assigned its interests or delegated its obligations under this Agreement to

an unaffiliated entity

30.4 All disputes involving non-US domiciled REINSURED will finally and fully be determined by

arbitration in accordance with the provisions of the CEFAREA-ARIAS arbitration rules and the provisions

set out under this paragraph.

This arbitration clause which forms part of the Reinsurance Agreement shall be treated as an agreement

independent of the other terms of the Reinsurance Agreement. A decision by the arbitration tribunal (the

“Tribunal”) that the contract is null and void shall not entail the invalidity of the arbitration clause.

Arbitration Procedure:

i. The place of arbitration shall be Paris and shall apply the laws of France. The Tribunal shall

decide the language of the arbitration after consideration of the circumstances of the cause.

The Tribunal may rule on its own jurisdiction, including any objections with respect to the

existence or validity of the arbitration agreement. The Tribunal shall decide as "amiable

compositeur" - ex aequo et bono. In all cases, the Tribunal shall decide in accordance with the

terms of the contract and shall take into account the usages of the profession. It may permit, in

its discretion, the admission of evidence regarding the formation, interpretation, purpose or

intent of the Reinsurance Agreement.

Any decision of the Tribunal shall be made by a majority of the members. If a majority cannot be achieved the decision of the third arbitrator shall prevail. Amiable composition implies that no recourse is available against the award. The Parties agree to fulfil promptly the award in its entirety. If either of the Parties should fail to carry out the award the other may apply for its enforcement to a court of competent jurisdiction in any country in which the Party in default is domiciled or has assets or carries on business. The award shall fix the costs of award and, if appropriate, apportionment between the Parties

ii. The Party who commences arbitration (hereinafter the « Claimant ») shall give written notice by

registered letter, fax or electronic mail, to the other Party (hereinafter the « Respondent») of its

intention to refer the matter to arbitration. In case of notice by fax or electronic mail, a copy of

the notice shall be simultaneously posted by registered letter.

iii. This notice shall include or be accompanied by:

- the full text of each of the arbitration agreements under which the arbitration is commenced,

- a brief outline of the nature of the dispute referred to arbitration and specifying the type of

relief sought, the name of the arbitrator appointed by the Claimant.

iv. Within 30 (thirty) calendar days following the notice of arbitration, the Respondent shall notify to

the Claimant by registered letter, fax or electronic mail its own outline of the nature of the

dispute, a brief statement of the nature of any counter-claims to be referred to arbitration,

together with the name of the appointed arbitrator. If this response is made by fax or electronic



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mail, copy of it should be simultaneously posted by registered letter.

v. The tribunal is composed of three arbitrators. Each Party appoints one arbitrator and the two

appointed arbitrators shall, before examining the merits of the cause, appoint the third arbitrator

who will preside the Tribunal.

vi. If the Respondent fails to appoint the arbitrator within 30 (thirty) calendar days as provided, or

if the two arbitrators fail to agree on the third arbitrator within a subsequent time period of 30

(thirty) calendar days, the second and/or the third arbitrator shall be appointed by CEFAREA-

ARIAS at the request, by registered letter, of either Party, such request to be notified

simultaneously by registered mail to the other Party who may, within 8 (eight) days, submit its

observations to CEFAREA-ARIAS.

vii. CEFAREA-ARIAS shall notify the appointments of the arbitrators to both Parties by registered

letter within 10 (ten) calendar days, following the 8 (eight) calendar days period here above

mentioned. If, once appointed, an arbitrator is unable to perform its functions the substitute

arbitrator shall be appointed by CEFAREA-ARIAS upon the request of either Party.

viii. The Tribunal shall unless the Parties agree otherwise consist of persons (including those who

have retired) with not less than 10 (ten) years’ experience of international insurance or

reinsurance business as persons engaged in such business or advising such business in a

professional capacity and will not have a personal or financial interest in the Parties or the

outcome of the arbitration.

ix. The Tribunal shall be constituted at the date the third arbitrator has accepted its appointment.

30.5 In a dispute involving both U.S. domiciled and non-U.S. domiciled REINSUREDS, the

REINSUREDS can elect to have two separate arbitrations in accordance with paragraph 30.3 and 30.4

or a single arbitration using either 30.3 or 30.4.

Article 31 Choice of Laws and Jurisdiction

Subject to the terms of article “Arbitration”, the Reinsurance Agreement shall be governed by the laws of France, or the laws of the State of New York for US domiciled REINSURED, or as otherwise specified in the SPECIAL CONDITIONS, and subject to the jurisdictions specified in the SPECIAL CONDITIONS.


The Reinsurance Agreement, together with the REINSURER’s Signing Page (and any documents

incorporated by reference in the articles of the Reinsurance Agreement and in the Signing Page) and

any addenda and endorsements attached hereto and any special acceptances, constitutes the entire

agreement between the Parties with respect to the subject matter hereof, and there exist no other written

or oral understandings, agreements, or assurances with respect to such matters. The Reinsurance

Agreement may only be altered or amended in writing and by agreement of the Parties.


33.1. The Parties acknowledge and agree that they:

a. are each committed to protecting Personal Data of natural persons (“Data Subjects”), nonpublic

information and informational systems of the REINSUREDs in accordance with applicable laws

and regulations (e.g. laws based on European Directive 95/46/CE as amended and/or its

replacement Regulation 2016/679 on 25 May 2018 (GDPR) as amended from time to time, the

New York State Cyber Security Regulation for Financial Services Companies (23 NYCRR 500),

and the Gramm-Leach Bliley Act (“Data Privacy Applicable Laws”));



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b. with respect to GDPR, are each acting as data controller in respect of the Personal Data that

the Parties process under the Reinsurance Agreement.

c. are compliant with the Data Privacy Applicable Laws and shall under no circumstances make

the other Party in breach with these laws and regulations. The REINSURER is aware of its

obligations under the Data Privacy Applicable Laws and confirms its compliance with these laws

and regulations;

d. have implemented and will maintain within their organization appropriate policies and technical

security measures, including appropriate access controls and use of encryption, to protect the

security, integrity, availability and confidentiality of the REINSURED’s Personal Data, nonpublic

information and informational systems, and to prevent any breaches (e.g. of confidentiality) by

their officers, representatives, employees or any other third party acting on their behalf. In

determining what are appropriate technical security measures, account shall be taken of the

risks presented by: (a) accidental or unlawful destruction, the loss, alteration, or unauthorized

disclosure of, or access to, Personal Data, nonpublic information transmitted, stored or

otherwise processed; and (b) unauthorized access to information systems; and

e. have fulfilled legal requirements relative to the transfer of such Personal Data, nonpublic

information and informational systems.

33.2 Personal Data received by the REINSURER from the REINSURED which is subject to the GDPR

shall not be:

- used by the REINSURER other than in connection with performing its obligations under the

Reinsurance Agreement and exercising its rights under the Reinsurance Agreement and/or , subject to

the restrictions in the article “Confidentiality” below, in accordance with the purposes set out in the

privacy notice of the REINSURER in accordance with article 14 GDPR “Privacy Notice”; or

- commercially exploited by the REINSURER; or

- transferred to a country outside the European Union (EU) without having implemented appropriate

safeguards in accordance with the applicable laws and regulations (e.g. GDPR) except if such transfer

is permitted by EU law (e.g. transfers to Authorized Locations (as defined below)) or any EU Member

Law applicable to the REINSURER.


(a) no transfer shall be made to a processor or any other third party without prior specific or general

written authorization of the REINSURED. It is understood however, that transfers within the European

Union or to countries subject to an adequacy level of protection or mechanisms such as, e.g Binding

Corporate Rules or EU Model Contract (including EU Standard Contractual Clauses) recognized by the

European Commission (as updated from time to time) (“Authorized Location”) for the purposes of

retrocession are considered as already accepted by the REINSURED, consequently no specific or

general written authorization is required.

Notwithstanding the foregoing, the REINSURED may at any time request the REINSURER to provide a

list of countries outside an Authorized Location where (i) retrocessionaires or any other third party, to

whom the Personal Data has been transferred .are registered or (ii) the data is processed by any other

third party.

(b) the REINSURER may engage a processor or any other third party for carrying out specific activities

on behalf of REINSURER, ensuring the same data protection obligations as set out in the Reinsurance

Agreement apply to that processor or any other third party by way of a contract or other law or regulation

compliant with European Union or applicable EU Member State law.

33.4 The REINSURER shall permit the REINSURED or its representative the right to audit

REINSURER’s Data Privacy compliance with the terms of this article and shall grant the REINSURED

or its representatives such access to its premises as may be needed to fully and promptly carry out the



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audit and obtain adequate information. Furthermore, the REINSURER acknowledges it has an

obligation to provide the REINSURED with reasonable assistance during an audit conducted under this

paragraph including, but not limited to, obtaining access to records, files and facilities. The REINSURED

or its representative may request this audit on reasonable advance notice. The Parties shall agree the

scope of the audit prior to engaging in this process. The REINSURED’s right to audit shall be exercised

with a reasonable frequency (or immediately in case of evident breach by the REINSURER).

Alternatively, the REINSURER will provide the REINSURED with:

(i) an external independent audit report issued by an external auditor, both acceptable to the

REINSURED; or

(ii) a written and signed statement regarding the state of technical and organizational security measures

relevant to the data transferred by the REINSURED under the Reinsurance Agreement and/or the

REINSURER’s compliance with GDPR (i.e compliance letter). The statement shall be issued and signed

by the Data Protection Officer, or an equivalent (i.e Compliance Officer) and a legal representative of

the REINSURER.

33.5 Without prejudice to the generality of the foregoing, the REINSURED confirms that it has obtained

and undertakes that it will obtain on a continuing basis all requisite consents from the Data Subjects

both for its own compliance purposes, for the purposes of the Reinsurance Agreement and for the

purposes of any underlying reinsurance (whether treaty or facultative) and retrocession.

33.6 Where required to do so by Data Privacy Applicable Laws, the REINSURED shall forward

anonymized data of a Data Subject to the REINSURER, unless it is agreed between the Parties that

Personal Data is necessary for administration, risk management and/or performance of the Reinsurance

Agreement. Anonymized data means that the data does not allow the REINSURER to identify the Data

Subject.

33.7 The REINSURED will support the REINSURER to fulfil the REINSURER’s obligations under the

GDPR towards the Data Subject without undue delay, including but not limited to providing the Data

Subject with the information the REINSURER is required to provide to the Data Subject, and informing

the REINSURER about any requests for rectification or deletion.

33.8 To the extent permitted or required by the Data Privacy Applicable Laws, each Party shall notify

the other Party without undue delay upon becoming aware of data breaches.


34.1 The Parties acknowledge and agree that they (i) are committed to prohibit Bribery; and (ii) have

implemented and will maintain within their organization policies or codes prohibiting any such actions

by their officers, representatives, or employees and towards any other third party acting on their behalf.

34.2 To the extent permitted by the applicable law, each Party shall notify the other Party as soon as

practicable upon becoming aware that an activity carried out in connection with the Reinsurance

Agreement has or may have contravened this obligation or any applicable anti-Bribery law or regulation.

34.3 A Party may at any time request reasonable evidence of the other Party’s compliance with its obligations under this article. To the extent permitted by the applicable law, either Party (“the requesting Party”) may also at any time request from the other Party (“the disclosing Party”) a list of all gifts and entertainment and any other benefits in excess of Euros 500 (five hundred) cumulatively, offered or provided by or on behalf of the disclosing Party to the requesting Party’s officers, employees, affiliates, agents, subcontractors, or any other third party acting on the requesting Party’s behalf, and which are related to the placement or operation of the Reinsurance Agreement, provided that the disclosing Party maintains such a list in its ordinary course of business. The disclosing Party will provide all information which it can provide without incurring a disproportionate expense.



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35.1 The Parties acknowledge that the AXA Group adheres to certain principles and practices designed

to ensure that the AXA Group does business in a socially responsible manner by promoting sustainable

development in its business through commitments towards its principal stakeholders (clients, suppliers,

employees, environment, shareholders and community) as more fully set forth in the AXA Group

Compliance and Ethics Guide published on the AXA Group website. The AXA Group encourages the

Parties to be socially and environmentally responsible and, in particular, seeks open dialogue on these

issues.

35.2 In addition, as part of the AXA Group’s principles and practices of sustainable development, the

AXA Group requires the Parties to observe the following three main specific International Labour

Organization (ILO) principles: (i) refrain from using, or accepting that their own suppliers and sub-

contractors make use of child labour (under 15 (fifteen) years of age) or forced labour; (ii) ensure staff

safe and healthy working conditions and environment, respecting individual and collective liberties;

and (iii) promote non-discrimination (sex, race, religion or political conviction) as regards staff

recruitment and management. For more information, see the ILO website.


Subject to any amendment of this clause in the SPECIAL CONDITIONS: No REINSURER shall be deemed to provide cover and no REINSURER shall be liable to pay any claim or provide any benefit hereunder to the extent that the provision of such cover, payment of such claim or provision of such benefit would expose that REINSURER to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom or United States of America.


37.1 The Parties agree that the documents, records, information and data (including Personal Data),

including but not limited to terms and conditions and all renewal information, provided to the

REINSURER or its representatives or agents by the REINSURED, whether directly or through an

authorized agent/broker, in connection with the placement of, or their participation in the Reinsurance

Agreement or in connection with any review of the REINSURED’s files, records or documents pursuant

to the terms of any provisions of the Reinsurance Agreement ("Confidential Information") are confidential

to the REINSURED.

37.2 Confidential Information does not include documents, records, information or data that the

REINSURER can show:



a. when required to disclose such Confidential Information to retrocessionaires subject to the business ceded to the Reinsurance Agreement; or b. when required to disclose such Confidential Information to regulators performing an audit of the REINSURER 's records and/or financial condition; or



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c. when required to disclose such Confidential Information to external auditors performing an audit of the REINSURER 's records in the normal course of business; or d. on a “need to know” basis, to its officers, directors, employees, agents, representatives and professional advisors, and to any of its affiliates solely for administration, risk management, claims handling and accounting purposes.

37.4 The REINSURER shall ensure that all parties who receive Confidential Information in accordance with this article are fully informed of these provisions and that they will be bound by the restrictions and obligations in this article. The REINSURER is responsible for any breach of this article by any such party. 37.5 The REINSURER agrees not to use any Confidential Information for any purposes except those

related solely to the performance of its obligations or enforcement of its rights under the Reinsurance

Agreement or for administration, risk management, claims handling and accounting purposes relating

to the subject reinsurance business.

37.6 The REINSURED shall be immediately informed, by the REINSURER, of any breach of this article

which the REINSURER becomes aware of.

37.7 Notwithstanding the above, in the event that the REINSURER is required by court order, other legal

process or any regulatory authority to release or disclose any or all of the Confidential Information, the

REINSURER agrees, to the extent permitted by law, to provide the REINSURED with written notice of

the same at least ten (10) Working Days prior to such release or disclosure and to use all its

commercially reasonable efforts to assist the REINSURED in maintaining the confidentiality provided

for in this article. If a protective order or other remedy is not obtained and a waiver hereunder is not

received, the REINSURER will disclose only that portion of the Confidential Information which is legally

required and will use its commercially reasonable efforts to obtain assurances from the recipients of any

or all of the Confidential Information that confidential treatment will be accorded to such Confidential

Information.

37.8 At the written request of the REINSURED, the REINSURER will either return the Confidential

Information to the REINSURED or destroy the same, both with written confirmation to the REINSURED,

and the REINSURER will not retain any such copies of such materials in whole or in part except that the

REINSURER will be entitled to retain that portion of the Confidential Information which it requires for (a)

legal, regulatory or internal compliance purposes for the sole purpose of dealing with any claims made

with regard to the Reinsurance Agreement, or internal risk, exposure and portfolio management

activities which would not compromise confidentiality, or (b) that is retained in computer back-up,

disaster recovery or archive systems. Any Information so retained will continue to be treated as

confidential on the terms of this article.

37.9 The REINSURER and the REINSURED agree and understand that, notwithstanding any pending

or future disputes between them or any claims relating to or arising from such disputes, the provisions

of this article are not intended to create a license to use such Confidential Information and should not

be construed as a waiver of any confidentiality or privilege over such material for any other purpose and

such confidentiality and privileges are expressly reserved.

37.10 Any breach or threatened breach of this article will constitute a breach that might cause irreparable injury, not readily measured in money, and for which the REINSURED, without waiving any other remedies or rights at law or in equity, will be entitled to injunctive relief or other equitable relief. Any such right or remedy and any and all other rights or remedies provided for herein will be cumulative and not exclusive and in addition to any and all other rights or remedies which the REINSURED may have under the Reinsurance Agreement or otherwise



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- the legality, validity or enforceability in that jurisdiction of any other provision of the Reinsurance

Agreement; or

- the legality, validity or enforceability under the law of any other jurisdiction of that or any other

provision of the Reinsurance Agreement.

38.2 Unless otherwise agreed, any invalid or unenforceable provision shall be replaced with a legal,

valid and/or enforceable provision which most closely approximates the intent and economic effect of

the illegal, invalid or unenforceable provision.


39.1 The Reinsurance Agreement may be executed in 2 (two) or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement. 39.2 Where the REINSURED consists of several companies, one of the companies can be designated by the companies as the Leading REINSURED.In this case, the Leading REINSURED is authorized by the other companies to sign any contractual document relating to the Reinsurance Agreement on behalf

of the REINSURED.





c. digital signature technology, which functionality is under the sole control of the person authorized to execute the digital signature concerned. Provided that the digital signature applied is capable of authentication and is linked to the digitally signed document in such a manner that if the digitized image is altered, such digital signature is invalidated;




Article 41 Several Liability (LMA 3333 amended version)

41.1 The liability of a REINSURER under the Reinsurance Agreement is several and not joint with other reinsurers party to the Reinsurance Agreement. The REINSURER is liable only for the proportion of



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liability it has underwritten. The REINSURER is not jointly liable for the proportion of liability underwritten by any other reinsurer. Nor is the REINSURER otherwise responsible for any liability of any other reinsurer that may underwrite the Reinsurance Agreement. 41.2 In case of a Lloyd’s syndicate, each member of the syndicate (rather than the syndicate itself) is REINSURER. Each member has underwritten a proportion of the total shown for the syndicate (that total itself being the total of the proportions underwritten by all the members of the syndicate taken together). The liability of each member of the syndicate is several and not joint with other members. A member is liable only for that member’s proportion. A member is not jointly liable for any other member’s proportion. Nor is any member otherwise responsible for any liability of any other reinsurer that may underwrite the Reinsurance Agreement.


42.1 The REINSURER engaged or belonging to a group engaged, directly or indirectly, in insurance

activities shall implement a set of policies, processes and IT measures hereafter called “Fire wall”, to

assure a strict separation between its reinsurance and insurance activities.

On request by the REINSURED the REINSURER will provide the REINSURED with a document to

describe its Fire wall policy.


• the REINSURER’s reinsurance and insurance activities are

performed by clearly distinct departments and employees;

• the REINSURER’s organization avoids any conflict of interests for

employees between the reinsurance and insurance activities;

• the REINSURER’s reinsurance and insurance activities are separated

by a clear IT wall to prevent the REINSURER and affiliates’

employees engaged in insurance activities from accessing to the

REINSURED’S confidential information;

• the REINSURER and affiliates employees are fully aware of and

apply the confidentiality obligations in respect of Fire wall.


43.1 The Parties agree that the broker, specified in the SPECIAL CONDITIONS is hereby recognized

as the Intermediary negotiating the Reinsurance Agreement for all Business hereunder, and shall be in

charge of the placement of the Reinsurance Agreement. Unless otherwise agreed between the

REINSURED and the Intermediary and communicated to the REINSURER, all communications

(including but not limited to notices, statements, premium, return premium, commissions, taxes, losses,

loss adjustment expense, salvages and loss settlements) relating thereto shall be transmitted to the

REINSURED or the REINSURER through the Intermediary.

43.2 The Parties agree that:

a. if the REINSURER is one of the Lloyd’s Syndicates, or, b. in respect of U.S. REINSURED, payments by the REINSURED to the Intermediary shall be deemed to constitute payment to the REINSURER and payments by the REINSURER to the Intermediary shall be deemed to constitute payment to the REINSURED only to the extent that such payments are actually received by the REINSURED.



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Article 45 Financial Interest

45.1 The REINSURER will provide coverage to the REINSURED, to the extent permitted by applicable laws or regulations, for its financial interest in any AXA Company, as defined under the SPECIAL CONDITIONS (the “Uncovered Entity”), which would otherwise be covered under the Reinsurance Agreement but which is located in a jurisdiction where: (i) applicable law or regulation do not allow the REINSURER to provide coverage; or (ii) the REINSURED has elected that the Reinsurance Agreement will not cover such entity

directly but will cover the REINSURED’s own financial interest in such entity. 45.2 Where Financial Interest Coverage is triggered, the Reinsurance Agreement will not provide any coverage for the Uncovered Entity, and the REINSURER and REINSURED further agree that: (i) the REINSURED has a financial interest in the Uncovered Entity because it benefits

financially from the continued operation of the Uncovered Entity and/or would be prejudiced by loss to, or damage to, or liability incurred by the Uncovered Entity in the operation of its business; and (ii) the REINSURER will indemnify the REINSURED in respect of any loss to its Financial Interest, by way of agreed valuation calculated as the amount which would have been payable to the Uncovered Entity if it had been permitted and agreed for the Reinsurance Agreement to provide cover for such Uncovered Entity.

(All other terms, conditions and limitation of the Reinsurance Agreement shall remain unchanged. This article does not change the limits or aggregate of the Reinsurance Agreement.)

Article 46 Representation of Technical Reserves, Reinsurance Credit/Reinsurance Security

46.1 In respect of non-U.S. domiciled REINSURED:

46.1.1 The REINSURER will deposit with the REINSURED an amount equal to its share of the loss reserves at the date of the statement of account. 46.1.2 The deposit will be made by the REINSURER by way of Assets (pledged securities), by way of cash or by providing a Letter of Credit.

a. Deposits made by pledging securities The eligible collateral (“Eligible Collateral”) and haircuts that the REINSURER can deposit shall be as per the table below. Eligible Collateral shall not include any obligation or share of any parent, subsidiary or affiliate of either the REINSURED or the REINSURER. The deposit must be made between the eligible currencies: USD, EUR, GBP, CHF or JPY, subject to the Reinsurance Agreement Currency. Pledges of securities must be made with a custodian bank as account keeper.



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The value of assets must remain at any moment at least equal to the amount of the latest share of loss reserves. Collateral market valuation, and top up if needed, must be at least monthly, with a higher frequency in case of high market volatility, a threshold must be put on the gap, beyond which the REINSURER must top up. To this effect, an agreement of pledged financial instruments will be established subject to the arrangements stipulated in the French “Code des Assurances” and the “Code Monétaire et Financier”. This deposit shall be made within 45 (forty five) calendar days of the REINSURED’s request, subject however to the comments made by the REINSURER, within 3 (three) weeks of the REINSURED’s request. The pledged securities deposit will be retained by the REINSURED and adjusted by the REINSURER until final extinction of the losses related to the Reinsurance Agreement. b. The deposit made by way of cash with the REINSURED is established and managed as specified in article “ACCOUNTS AND SETTLEMENTS” and according to the respective provisions stated in this article. Deposits made in cash will bear interest at a rate of 80% (eighty percent) of the average annual rate of the European Over Night Index Average (EONIA) published by the European Union Banking Federation / its successor the Euro Short-Term Rate (ESTER) published by the European Central Bank or an equivalent rate mutually agreed by the Parties. This interest will be calculated from the date on which the deposit is set up in the technical account, with minimum rate at 0 % (zero percent), and is due at the same time as the balance of the latter. In the event that the Reinsurance Agreement is immediately terminated in accordance with the provisions in article “SPECIAL TERMINATION”, and, more particularly, if the REINSURER fails one of its obligations under the Reinsurance Agreement, the REINSURED may cease to make the interest payments set out in the present article. The deposit made in cash equal to the REINSURER ‘s share of the loss reserves will be retained and adjusted by the REINSURED until final extinction of the losses related to the Reinsurance Agreement. c. Deposits made by providing a Letter of Credit are subject to the conditions hereunder. The REINSURER may provide the REINSURED with a clean, irrevocable, unconditional and evergreen Letter of Credit in a satisfactory form and drawn upon a bank acceptable to the REINSURED, and which credit rating is a minimum of A- (or equivalent) as per one of the below mentioned accepted rating agencies. The aggregate amount of Letter of Credit provided by a bank in percentage of the REINSURED’s total assets must not exceed 10% unless approved by the REINSURED. The Letter of Credit must comply with internationally recognized rules for issuance and use, i.e ISP 98 for non-US REINSURED. The Letter of Credit shall be deemed automatically extended for one year from the expiry date. Any future expiration date shall be shared through written amendment at least 90 (ninety) days prior to any expiration date. The issuing bank shall notify the REINSURED by registered mail that the issuing bank elects not to consider the Letter of Credit to be renewed for any such additional period. The Letter of Credit will be retained by the REINSURED and adjusted by the REINSURER until final extinction of the losses related to the Reinsurance Agreement. Accepted rating agencies for assets (pledge) and the bank (LOC) are AMBest, Fitch, Moody’s, and Standard & Poor’s.”



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(*) Max 30% for govies of other OECD countries and supranational rated BBB+ or worse – cf. technical documentation

46.2 In respect of U.S. domiciled REINSURED: 46.2.1 The REINSURER will comply with all applicable laws and regulations so as to permit the REINSURED to obtain full credit for the reinsurance provided by the Reinsurance Agreement in all applicable jurisdictions, to the extent credit is not otherwise available under applicable law or regulations. It is understood and agreed that any term or condition required by such law or regulation to be included in the Reinsurance Agreement for the REINSURED to receive financial credit for the reinsurance provided by the Reinsurance Agreement will be deemed to be incorporated in the Reinsurance Agreement by reference.

46.2.2 Where required by applicable law in order for the REINSURED to take financial credit for the reinsurance provided by the Reinsurance Agreement, the REINSURED will be entitled to withhold funds from the REINSURER (and/or require the REINSURER to make a cash deposit with the REINSURED) as security for the payment of the latter's obligations, herein called the "Deposit". The Deposit will equal the REINSURER's share under the Reinsurance Agreement of (i) losses and loss expenses paid by the REINSURED but not recovered from the REINSURER, (ii) reserves for losses and loss expenses reported and outstanding, (iii) reserves for losses and loss expenses incurred but not reported and (iv) unearned premium reserves (collectively the “REINSURER’s Collateral Obligations”).

The Deposit will be adjusted periodically but not more frequently than quarterly at the REINSURED’s discretion to equal the REINSURER’s Collateral Obligations, calculated on the basis of the requirements of applicable law, corresponding to the REINSURER's share.

At any time after default or anticipatory default by the REINSURER of payments owing to the REINSURED under the Reinsurance Agreement, the REINSURED may appropriate so much of the Deposit as may be required to eliminate the default.

The REINSURED may at its discretion, instead of taking any part of the Deposit, require payment of any sum in default, and it will be no defense to any such claim that the REINSURED might have had recourse to the Deposit.

Upon termination or natural expiration of the Reinsurance Agreement the Deposit will be adjusted periodically but not more frequently than quarterly as determined by the REINSURED in its sole discretion, for the business written under the terms of the Reinsurance Agreement.

46.2.3 A Letter of Credit or a Trust Account may be substituted or combined with/for the Deposit. Should such substitution or combination be made, notwithstanding any other provisions of the Reinsurance Agreement, the Letter of Credit or Trust Account may be drawn upon by the REINSURED or its successor in interest, including without limitation, any liquidator, rehabilitator, receiver or conservator of the REINSURED, at any time to fund the Deposit or for any amounts due from the REINSURER under the Reinsurance Agreement to the extent permitted by applicable law and the following provisions. If so used, the REINSURER will otherwise not be liable for the same amount.

The REINSURED and the REINSURER agree that the Deposit, Letter of Credit or Trust Account will be in such form and held in such manner so as to allow the REINSURED to take credit, on a statutory

Cash 100% n.a. n.a. n.a.

Government Bonds (A- and higher) 100% 100% 95% 30Y

Government Bonds (BBB+ to BBB-) 100% 95% 85% 30Y

Corporate Bonds (A- and higher) 95% 85% 75% 15Y

Corporate Bonds (BBB+ to BBB-) 90% 80% 65% 15Y

Below investment grade n.a. n.a.

Listed equity n.a. 30%

Additional haircut in case of FX mismatch

vs. liabilitiesn.a. n.a.

Valuation Percentages; by Average Life

Not eligible

Max maturity Max %

n.a.

30%

Less than 5

years5 – 10 years

Greater than

10 years

70%

85%

(*)



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accounting basis, for the reinsurance provided by the Reinsurance Agreement, and also allow, if possible, the REINSURER to treat the Deposit as an admitted asset in accordance with applicable law.

46.2.4 If the REINSURER elects to substitute or combine a Letter of Credit with/for the Deposit, the following provisions will apply to the REINSURER with respect to any Letter of Credit provided for the benefit of the REINSURED by the REINSURER:

a. The REINSURER will be the applicant for and will provide to the REINSURED a clean, unconditional, irrevocable and evergreen Letter of Credit with the REINSURED as the beneficiary covering the REINSURER’s Collateral Obligations under the Reinsurance Agreement. The Letter of Credit will be issued or confirmed by a bank, and will be in a form, that complies with all applicable requirements of regulatory authorities having jurisdiction over the REINSURED and which bank is acceptable to the REINSURED. If the issuing or confirming bank ceases to meet such requirements during the term of the Letter of Credit, the REINSURER will replace such Letter of Credit with a complying one upon the earlier of the stated expiration, next extension or renewal date, or modification or amendment of the Letter of Credit. At annual intervals, or more frequently as determined by the REINSURED in its sole discretion but not more frequently than quarterly, the REINSURED will issue either a report of the REINSURER’s Collateral Obligations or a report of an estimate of the REINSURER’s Collateral Obligations to the REINSURER. Within thirty (30) calendar days of the REINSURER's receipt of either a report of the REINSURER’s Collateral Obligations or a report of an estimate of the REINSURER’s Collateral Obligations provided by the REINSURED, whichever is received by the REINSURER earlier:

i. if the REINSURER's Collateral Obligations under the Reinsurance Agreement exceed

the then existing balance of the Letter of Credit made available, the REINSURER will secure delivery to the REINSURED of an amendment to the Letter of Credit increasing the amount of the Letter of Credit available by the amount of such difference, or

ii. if the REINSURER's Collateral Obligations under the Reinsurance Agreement are less than the balance of the Letter of Credit available on the accounting date, the REINSURED will release such excess credit by agreeing to an amendment to the Letter of Credit, reducing the amount of the Letter of Credit available by the amount of such excess credit.

b. The REINSURER and the REINSURED agree that the Letter of Credit provided by the REINSURER pursuant to the Reinsurance Agreement may be drawn upon at any time, notwithstanding any other provisions in the Reinsurance Agreement, and will be utilized by the REINSURED or its successors in interest, including without limitation, any liquidator, rehabilitator, receiver or conservator of the REINSURED, only for one or more of the following:

i. to reimburse the REINSURED for the REINSURER's share of premiums returned to the owners of Policies reinsured under the Reinsurance Agreement on account of cancellations of such Policies;

ii. to reimburse the REINSURED for the REINSURER's share of losses and loss expenses paid by the REINSURED for the REINSURER's share of such losses and loss expenses incurred pursuant to the provisions of the Policies reinsured by the Reinsurance Agreement;

iii. to fund an account with the REINSURED in an amount at least equal to the REINSURER’s Collateral Obligations;

iv. where the REINSURED has received notification of the non-renewal of the Letter of Credit and where the REINSURER's Collateral Obligations under the Reinsurance Agreement remain unliquidated and undischarged ten (10) calendar days prior to such expiration date, to obtain a cash deposit equal to such obligations and deposit such amounts in a separate account, in the name of the REINSURED, in any United States bank or trust company which is acceptable to the REINSURED, apart from its general assets, in trust for such uses and purposes specified in this paragraph of the Reinsurance Agreement as may remain executory after obtaining the cash deposit and for any period after such expiration date; provided, however, that where the amounts held in such separate account exceed the actual amount required to fund the REINSURER's Collateral



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Obligations under the Reinsurance Agreement, the REINSURED will make payment to the REINSURER of the excess amount, and

v. to pay any other amounts the REINSURED claims are due under the Reinsurance Agreement.

All of the foregoing will be applicable without diminution because of insolvency of the REINSURED or the REINSURER.

c. The REINSURED will credit to the REINSURER quarterly interest on the amounts drawn from the Letter of Credit and held pursuant to paragraph 46.2.4b.(iii) at the lesser of the Prime Rate or the same interest rate payable on the first six-month U.S. Treasury Bill issued during each quarter.

46.2.5 If the REINSURER elects to substitute or combine a Trust Account with/for the Deposit, the following provisions will apply to the REINSURER with respect to any Trust Account established for the benefit of the REINSURED by the REINSURER:

a. The REINSURER will enter into a trust agreement and establish a Trust Account for the benefit of the REINSURED, covering the REINSURER’s Collateral Obligations under the Reinsurance Agreement. The trustee of the Trust Account and the trust agreement will be acceptable to the REINSURED and will comply with all applicable requirements of regulatory authorities having jurisdiction over the REINSURED. At annual intervals, or more frequently as determined by the REINSURED in its sole discretion, but not more frequently than quarterly, the REINSURED will issue either a report of the REINSURER’s Collateral Obligations or a report of an estimate of the REINSURER’s Collateral Obligations to the REINSURER. Within fifteen (15) calendar days of the REINSURER’s receipt of either a report of the REINSURER’s Collateral Obligations or a report of an estimate of the REINSURER’s Collateral Obligations from the REINSURED, whichever is received by the REINSURER earlier, the REINSURER will adjust the assets held in the Trust Account so that the market value of such assets meets or exceeds the amounts in such report and provide a certification to the REINSURED of such fact.

b. The assets deposited in the Trust Account will be valued according to their current fair market

value, and will consist only of cash (United States legal tender), certificates of deposit issued by a United States bank and payable in United States legal tender and investments of the types specified in section 1404(a) (1), (2), (3), (8) and (10) of the New York Insurance Law, provided that such investments are issued by an institution that is not the parent, subsidiary or affiliate of either the REINSURER or the REINSURED and are acceptable to the REINSURED.

c. Prior to depositing assets with the trustee, the REINSURER will execute assignments,

endorsements in blank, or transfer legal title to the trustee of all shares, obligations or any other assets requiring assignments, in order that the REINSURED, or the trustee upon the direction of the REINSURED, may whenever necessary negotiate any such assets without consent or signature from the REINSURER or any other entity.

d. All settlements of account between the REINSURED and the REINSURER will be made in

cash or its equivalent.

e. The REINSURER and the REINSURED agree that the assets in the Trust Account,

established pursuant to this provision of the Reinsurance Agreement, may be withdrawn by the REINSURED at any time, notwithstanding any other provisions in the Reinsurance Agreement and will be utilized and applied by the REINSURED or its successor in interest, including without limitation, any liquidator, rehabilitator, receiver or conservator of the REINSURED, without diminution because of insolvency of the REINSURED or the REINSURER, only for the following purposes:

i. to reimburse the REINSURED for the REINSURER's share of premiums returned to the owners of Policies reinsured under the Reinsurance Agreement on account of cancellations of such Policies;



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ii. to reimburse the REINSURED for the REINSURER's share of losses and loss expenses paid by the REINSURED but not recovered from the REINSURER pursuant to the provisions of the Policies reinsured under the Reinsurance Agreement;

iii. to fund an account with the REINSURED in amount at least equal to the REINSURER’s Collateral Obligations; and

iv. to pay any other amounts the REINSURED claims are due under the Reinsurance Agreement.

f. The REINSURER has the right to seek approval from the REINSURED to withdraw from the aforementioned Trust Account all or any part of the assets contained therein and transfer such assets to the REINSURER, provided that:

i. the REINSURER, at the time of such withdrawal, replaces the withdrawn assets with other qualified assets having a market value at least equal to the market value of the assets withdrawn so as to maintain at all times the deposit in the required amount; or

ii. after such withdrawal and transfer, the market value of the Trust Account is not less than 102 (one hundred and two) percent of the required amount.

The REINSURED will be the sole judge as to the application of this provision but will not unreasonably or arbitrarily withhold its approval.

g. The REINSURED will return any amount withdrawn in excess of the actual amounts required for in paragraphs 46.2.5e. (i), (ii) and (iii) above, or in the case of paragraph 46.2.5e. (iv), any amounts that are subsequently determined not to be due.

h. The REINSURED will credit quarterly to the REINSURER interest on the amounts drawn from the Trust Account and held pursuant to paragraph 46.2.5e. (iii) above at the lesser of the prime rate publicly announced from time to time by Chase Bank (National Association) or the same rate of interest payable on the first six-month U. S. Treasury Bill issued during each quarter

Article 47 Service of Suit

47.1 Service of Suit (U.S.) 47.1.1 The following Service of Suit article is only to apply to entities of the REINSURED domiciled in the United States of America

47.1.2 This article only applies to REINSURERS domiciled outside of the United States and/or unauthorized in any state, territory, or district of the United States having jurisdiction over the REINSURED. Nothing in this article will be construed to override the provisions of the Arbitration article. This article is intended as an aid to compelling arbitration, or enforcing such arbitration, or arbitral award, and not as an alternative to the Arbitration article for resolving disputes arising out of the Reinsurance Agreement.

47.1.3 It is agreed that in the event of the failure of the REINSURER hereon to perform its obligations hereunder, the REINSURER hereon, at the request of the REINSURED, will submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this article constitutes or should be understood to constitute a waiver of the REINSURER's rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States. It is further agreed that service of process in such suit may be made upon Mendes & Mount, LLP, 750 Seventh Avenue, New York, New York 10019-6829 , except as otherwise provided for in the SPECIAL CONDITIONS, and in the case of Lloyd’s syndicates where service of suit shall be upon Lloyd’s America Inc., Attention: Legal Department, 280 Park Avenue, East Tower, 25th Floor, New York, New York 10017, and that in any suit instituted, the REINSURER will abide by the final decision of such court or of any appellate court in the event of an appeal.



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47.1.4 The above-named are authorized and directed to accept service of process on behalf of the REINSURER in any such suit and/or upon the request of the REINSURED to give a written undertaking to the REINSURED that they will enter a general appearance upon the REINSURER's behalf in the event such a suit will be instituted.

47.1.5 Further, pursuant to any statute of any state, territory or district of the United States which makes provision therefore, the REINSURER hereon hereby designates the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his successor or successors in office, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the REINSURED or any beneficiary hereunder arising out of the Reinsurance Agreement, and hereby designates the above-named as the person to whom the said officer is authorized to mail such process or a true copy thereof.

47.2 Service of Suit (Australia)

47.2.1 The following Service of Suit article is only to apply to REINSURED’s Australian branch.

47.2.2 Nothing in this article will be construed to override the provisions of the Arbitration article.

47.2.3 The REINSURER, who has signed the Reinsurance Agreement outside of Australia agrees that:

i. in the event of a dispute arising under the Reinsurance Agreement, the REINSURER will submit to the jurisdiction of any competent Court in the Commonwealth of Australia. Such dispute shall be determined in accordance with the law and practice applicable in such Court;

ii. any summons notice or process to be served upon the REINSURER may be served upon Clyde & Co, Level 15, 333 George Street, Sydney, New South Wales, 2000, Australia, who has authority to accept service and to enter an appearance on REINSURER's behalf and who is directed at the request of the REINSURED to give a written undertaking to the REINSURED that he will enter an appearance on REINSURER’s behalf; and / or

iii. If the suit is instituted against one of the REINSURERS, the REINSURER, with a common interest in the proceedings, will abide by the final decision of the Court or any Appellate Court.

47.3 Service of Suit (Canada)

47.3.1 The following Service of Suit article is only to apply to REINSURED’s Canadian branch

47.3.2 Applies only to a REINSURER that is not registered in Canada. Nothing in this article will be construed to override the provisions of the Arbitration article.

47.3.3 In the event of the failure of the REINSURER hereon to perform its obligations under the Reinsurance Agreement, the REINSURER hereon, at the request of the REINSURED, shall submit to the jurisdiction of any court of competent jurisdiction within Canada and shall comply with all requirements necessary to give such court jurisdiction, and all matters arising hereunder shall be determined in accordance with the law and practice of such court. 47.3.4 The service of process may be made, except as otherwise provided for in the SPECIAL CONDITIONS, upon Stikeman Elliott LLP, 5300 Commerce Court W., 199 Bay Street, Toronto, ON, M5L 1B9, Canada. In any suit instituted against the REINSURER upon the Reinsurance Agreement, the REINSURER shall abide by the final decision of such court or of any appellate court in the event of an appeal. 47.3.5 The above-named are authorized and directed to accept service of process on behalf of the REINSURER in any such suit and/or upon the request of the REINSURED, to give a written undertaking to the REINSURED that they shall enter a general appearance upon the REINSURER's behalf in the event such a suit shall be instituted. 47.3.6 Further, pursuant to any statute which makes provision therefore, the REINSURER hereon hereby designates the superintendent, commissioner or director of insurance or other officer specified for that purpose in the statute or his successor or successors in office as their true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on



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behalf of the REINSURED or any beneficiary hereunder arising out of the Reinsurance Agreement, and hereby designates the above-named as the person to whom the said officer is authorized to mail such process or a true copy thereof..

Article 48 Federal Terrorism Excess Recoveries

48.1 Should the financial assistance actually paid to the REINSURED pursuant to TRIA (as defined below) for acts of terrorism covered by the Reinsurance Agreement combined with the REINSURED's total private-sector reinsurance recoveries for such acts of terrorism subject to TRIA exceed the amount of insured losses paid by the REINSURED for such acts of terrorism, then the REINSURED will reimburse such excess amount (the "excess TRIA recovery") to the REINSURER on a pro-rata basis. Such pro-rata share will be calculated by dividing the REINSURER’s payment under the Reinsurance Agreement of insured losses subject to TRIA for the period of the Reinsurance Agreement by the REINSURED’s total private-sector reinsurance recoveries arising from such acts of terrorism covered under the Act during the period of the Reinsurance Agreement and multiplying the result by the excess TRIA recovery. 48.2 For the purposes of this article, "TRIA" is understood to be the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Extension Act of 2005, the Terrorism Risk Insurance Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015, as amended or replaced ("TRIA" or the "Act"). In addition, all references to "financial assistance actually paid to the REINSURED", "acts of terrorism covered by the Reinsurance Agreement", "private-sector reinsurance recoveries", and "insured losses paid by the REINSURED" are understood to apply only in respect of the classes of business covered hereunder. 48.3 Payment will be made as promptly as possible after the REINSURED's receipt of any recovery in excess of its insured losses. The REINSURED will provide the REINSURER with all necessary data respecting the transactions covered under this article. Such payment to the REINSURER will apply unless disallowed by the U.S. Department of the Treasury in accordance with the provisions of TRIA.

48.4 The intent of this provision is that to the extent the REINSURED makes recoveries under the Act that relate to specific claims affecting the Reinsurance Agreement, a proportionate amount of the excess TRIA recovery from the Act will be returned to the REINSURER hereunder. Allocation of excess TRIA recoveries under the Act back to individual claims hereunder will be made in the REINSURED’s reasonable judgment; however, it is recognized that where multiple lines of business/multiple agreements/multiple risk-bearing entities within the companies included in the definition of "REINSURED" and other affiliated companies are involved, it may not be possible to allocate excess TRIA recoveries under the Act on a straight pro-rata basis. The allocation of excess TRIA recoveries will be made separately for each payment to the REINSURED under the Act, and not on the aggregate of payments for any one calendar year basis.

AXA_XL 2021_P&C REINSURANCE_GENERALCONDITIONS_NON PROPORTIONAL

AXA XL P&C GENERAL CONDITIONS NON PROPRTIONAL SLIP TEXT WORDING 2021 1

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CHAPTER 5A

AXA XL GENERAL CONDITIONS


NON PROPORTIONAL 2021



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CONTENT

INTRODUCTION ................................................................................................................................................ 4

DEFINITIONS .................................................................................................................................................... 4


ARTICLE 2 REINSURER’S LIABILITY ................................................................................................................... 6



ARTICLE 5 PERIOD AND LOSS ATTACHMENT .................................................................................................... 7


ARTICLE 7 TREATY REINSURANCE EXCLUSION AMENDMENT (LLOYD’S BRUSSELS BUSINESS) ........................... 8


ARTICLE 9 EXTRA CONTRACTUAL OBLIGATIONS AND EXCESS LIMITS LIABILITY ................................................ 9

ARTICLE 10 FEDERAL TERRORISM EXCESS RECOVERIES .................................................................................... 9

ARTICLE 11 NET RETAINED LINES .................................................................................................................... 10

ARTICLE 12 LIMIT AND RETENTION ................................................................................................................ 10

ARTICLE 13 REINSTATEMENT(S) ..................................................................................................................... 10

ARTICLE 14 MULTICEDENT.............................................................................................................................. 11

ARTICLE 15 REINSURANCE PREMIUM ............................................................................................................ 11

ARTICLE 16 CASH CALL ................................................................................................................................... 11

ARTICLE 17 NOTIFICATION OF CLAIMS ........................................................................................................... 12

ARTICLE 18 OFFSET ......................................................................................................................................... 12

ARTICLE 19 TAXES (GENERAL) ........................................................................................................................ 12

ARTICLE 20 AUSTRALIAN TAX ......................................................................................................................... 12

ARTICLE 21 FEDERAL EXCISE TAX .................................................................................................................... 13

ARTICLE 22 FOREIGN ACCOUNT TAX COMPLIANCE ACT (FATCA) .................................................................... 13




ARTICLE 26 DUTY OF FAIR PRESENTATION ..................................................................................................... 14

ARTICLE 27 INSOLVENCY ................................................................................................................................ 15


ARTICLE 29 EU CONTRACT CONTINUITY (LMA5284) ....................................................................................... 20


ARTICLE 31 ARBITRATION .............................................................................................................................. 22







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ARTICLE 39 SEVERABILITY............................................................................................................................... 28

ARTICLE 40 COUNTERPARTS PROVISION ........................................................................................................ 28


ARTICLE 42 SEVERAL LIABILITY (LMA3333 AMENDED VERSION) ..................................................................... 29

ARTICLE 43 CONFLICT OF INTEREST ................................................................................................................ 29



ARTICLE 46 FINANCIAL INTEREST .................................................................................................................... 30

ARTICLE 47 REINSURANCE CREDIT/REINSURANCE SECURITY ......................................................................... 31

ARTICLE 48 SERVICE OF SUIT .......................................................................................................................... 34



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neCondition

Introduction




Definitions

The following terms apply throughout the Reinsurance Agreement and their meaning shall be as herein defined save as expressly stated to the contrary: Bribery means the offering, giving, requesting, receiving, facilitation, or authorization

of any bribe or inducement, which results in a personal gain or advantage to the recipient (or any person or body associated with the recipient) and which is intended to improperly influence a decision or an action of the recipient; and any action that is considered as an act of corruption or bribery by the applicable laws or regulations.

Business Cash Call




Limit means the maximum amount of Ultimate Net Loss to be paid by the

REINSURER in excess of the Retention for each and every Loss/ Accident/ Occurrence/ Risk (subject to the SPECIAL CONDITIONS), subject however, to any reinstatement provisions/limitations as may be specified herein.



Minimum Premium


Original means each natural or legal person insured under the Policies covered by the

AXA XL NON PROPORTIONAL GENERAL CONDITIONS



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Insured Reinsurance Agreement.

Original Net Premium Period Personal Data

means gross premium in respect of the Business for the period as received by the REINSURED less brokerage, commissions, discounts, allowances, returns of premium, original profit commissions, premiums for reinsurance which inure to the benefit of the REINSURER hereon, no claims bonuses and any applicable taxes. means the duration during which the Reinsurance Agreement is in force and which begins on the Effective Date and ends on the Expiry Date (or date of termination, if the Reinsurance Agreement is terminated in accordance with the terms of article “Special Termination” or by agreement), both dates inclusive. shall have the meaning set out under the Data Privacy Applicable Laws definition in the article “Data Privacy”.

Policy(ies) means all original contracts of insurance (including co-insurance) and/or reinsurance, accepted and/or renewed by the REINSURED.

Policyholder


Premium Income means the amount of premium received by the REINSURED, as defined in the SPECIAL CONDITIONS, if the Reinsurance Agreement has been arranged on an adjustable basis.


means the amount payable to the REINSURER after the application of the rate(s) stated in the SPECIAL CONDITIONS to the subject Premium Income (or any other basis of premium calculation as may be specified in the SPECIAL CONDITIONS) and/or any additional premium(s) and/or flat premium(s) as may be specified in the SPECIAL CONDITIONS and payable in full or in instalments (as applicable) on the date or dates stated in the SPECIAL CONDITIONS. means the amount of the Ultimate Net Loss retained (or held) by the REINSURED, as stated in the SPECIAL CONDITIONS, and as more particularly defined in the article “Limit and Retention” herein. This amount shall be calculated for each and every Loss / Risk/ Accident/ Occurrence (subject to the SPECIAL CONDITIONS). In the Reinsurance Agreement, the terms “Retention”, “Priority” and “Deductible” are synonymous.


The REINSURED shall be the sole judge as to what constitutes a Risk. means that reinsurance is provided for claims arising from Policies incepting renewing, resigning or treated as having been re-signed at the date when such risks, or part of the period of the risks, have reached any maximum period on any preceding period of reinsurance, during the Period.

Special Acceptances


Ultimate Net Loss







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“Parties”), both specified under the SPECIAL CONDITIONS.

1.2 The REINSURED hereby agrees to cede and the REINSURER hereby agrees to reinsure the

Policies defined in the article “Business”.












retention as set forth under the article “Limit and Retention” of the SPECIAL CONDITIONS. 1.4 The Reinsurance Agreement replaces any written or oral agreement entered into previously by either of the Parties for the same Period and for the same Business. 1.5 The Reinsurance Agreement is solely between the REINSURED and the REINSURER. Nothing herein will in any manner create any obligations or establish any rights in favour of, or be enforceable by, any third parties except as provided hereunder in the articles “Reinsurance Credit/Reinsurance Security” and “Insolvency”.


2.1 In consideration of the payment of the Reinsurance Premium and subject to the Reinsurance Agreement, the REINSURER agrees, for its share, to indemnify the REINSURED for the Ultimate Net Loss, in respect of Policies covering risks within the Business and Territorial Scope as specified in the SPECIAL CONDITIONS, up to the Limit in excess of the Retention each and every Loss/ Accident Occurrence/ Risk (subject to the SPECIAL CONDITIONS) during the Period. 2.2 The REINSURED may effect facultative reinsurance cessions for any Risk. 2.3 Policies granted by the REINSURED wherein the REINSURED is named as the Original Insured either alone or jointly with another insured shall not be excluded from cover under the Reinsurance Agreement 2.4 All loss settlements made by the REINSURED in respect of the Policies covered under the terms and conditions of the Reinsurance Agreement shall be binding upon the REINSURER





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4.1 Special Acceptances in force at inception of the Reinsurance Agreement shall be covered hereunder, provided such Special Acceptances are declared within the renewal information by the REINSURED. 4.2 Special Acceptances shall be agreed or refused by the REINSURER within 5 (five) Working Days from the receipt of the REINSURED’s request. If no response, of any kind, has been received by the REINSURED within these 5 (five) Working Days, the Special Acceptances will be considered as approved by the REINSURER. 4.3 Special Acceptances classified and submitted as urgent by the REINSURED shall be agreed or refused by the REINSURER within 3 (three) Working Days from the receipt of the REINSURED’s request. If no response, of any kind, has been received by the REINSURED within these 3 (three) Working Days, the Special Acceptances will be considered as approved by the REINSURER. 4.4 If the REINSURER judges that more information is necessary, in order to agree or refuse the Special Acceptances, the REINSURER may request reasonable additional information to agree or refuse the Special Acceptances within 2 (two) Working Days from the receipt of the REINSURED’s reasonable additional information. 4.5 If no response, of any kind, has been received by the REINSURED within these 2 (two) Working Days, after the reasonable additional information were provided the Special Acceptances will be considered as approved by the REINSURER. 4.6 It is agreed that any Special Acceptances for a Risk granted by a subsidiary, affiliate or parent company of the REINSURER on an underlying reinsurance agreement or retrocession agreement is automatically accepted for the same Risk by the REINSURER



CONDITIONS 5.2 Expiry Date The Reinsurance Agreement shall terminate on the Expiry Date specified in the SPECIAL

CONDITIONS, unless extended in accordance with the terms of the “Extraordinary Event” article or terminated in accordance with the terms of the “Special Termination” article, in which case the Expiry Date shall be the last date of such extension or the effective date of early termination, as applicable. 5.3 Period The rights and obligations of both Parties to the Reinsurance Agreement shall remain in full force throughout the Period and as provided in the article “Survival of the Reinsurance Agreement”. Furthermore, in respect of losses occurring (and/or any other loss attachment provisions if provided for in the SPECIAL CONDITIONS) during the Period (or as provided under paragraph 5.4.2 of this article) such rights and obligations will remain after the Period, except as otherwise provided for in the Reinsurance Agreement. 5.4 Loss Attachment 5.4.1 The Reinsurance Agreement shall apply on a Loss Occurring Basis. If the Reinsurance Agreement is to operate on another loss attachment basis, it shall be specified in the SPECIAL CONDITIONS. 5.4.2 If the Reinsurance Agreement is on a Loss Occurring Basis and expires or is terminated while one or more Loss / Accident Occurrence/ Risk (subject to the SPECIAL CONDITIONS) covered hereunder is in progress and/or declared, it is agreed that subject to the other GENERAL CONDITIONS, the REINSURER hereon is responsible as if the entire loss(es) or damage(s) had occurred prior to the expiration or termination of the Reinsurance Agreement, provided that no part of that Loss/ Accident Occurrence/ Risk is claimed against any renewal of, or contract replacing the Reinsurance Agreement.



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In the event and to the extent that the Reinsurance Agreement may otherwise exclude ceded Business arising out of any reinsurance treaty written by the REINSURED, this exclusion shall not apply to any reinsurance of Lloyd’s Insurance Company S.A., Brussels.


8.1 Ultimate Net Loss" means the total amount paid or payable arising out of the Policies. This amount shall include any costs and expenses incurred in connection with the litigation, arbitration, defence, investigation, appraisal, settlement and/or negotiation of a claim or loss (to include legal expenses and costs incurred in connection with coverage questions and legal actions connected thereto, such as declaratory judgment actions), costs incurred in connection with loss recovery, subrogation and salvage, adjustment costs such as expert fees, damages, costs and/or interest awarded against the REINSURED (including in respect of a breach of a material obligation, but not punitive damages as a separate head of claim or other obligations outside of the Policies) and professional fees and expenses (excluding salaries of all employees and office expenses of the REINSURED, except in house attorneys at pro rata share of salaries calculated in accordance with the time occupied in adjusting, defending and settling such loss) reasonably incurred in connection therewith. 8.2 Notwithstanding the foregoing, ex gratia payments by the REINSURED, being payments for pure commercial reasons by the REINSURED where the REINSURED is not liable under the terms and conditions of the relevant Policies, shall only be binding upon the REINSURER following its prior approval thereof. 8.3 Recoveries including amounts under other reinsurances, if any, which inure to the benefit of the Reinsurance Agreement shall be first deducted from such amount to result at the amount of liability, attaching hereunder. 8.4 A list of such inuring other reinsurances will be shown in the SPECIAL CONDITIONS under the paragraph “Information”, if applicable. 8.5 The REINSURED will be permitted to carry facultative reinsurance, recoveries under which will inure solely to the benefit of the REINSURED. 8.6The REINSURED will be permitted to carry treaty reinsurance, including underlying covers and catastrophe and/or clash covers and whole account corporate covers, recoveries under which will inure solely to the benefit of the REINSURED and be entirely disregarded in applying all of the provisions of the Reinsurance Agreement. 8.7 The amount of the REINSURER's liability hereunder in respect of any loss or losses will not be increased by reason of the inability of the REINSURED to collect from any other reinsurer(s), whether



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specific or general, any amounts which may have become due from such reinsurer(s), whether such inability arises from the insolvency of such other reinsurer(s) or otherwise. 8.8 Any salvages, recoveries or payments recovered or received subsequent to any Ultimate Net Loss settlement hereunder shall be applied as if recovered or received prior to such settlement and all necessary adjustment shall be made by the Parties hereto. Nothing in this article shall be construed to mean that a recovery cannot be made hereunder until the Ultimate Net Loss of the REINSURED has been ascertained.


9.1 The Reinsurance Agreement will protect the REINSURED, within the terms and conditions of the Reinsurance Agreement, where this reinsurance includes coverage for any Extra Contractual Obligations and/or Excess Limits Liability, as specified in the SPECIAL CONDITIONS.

9.2 The term "Extra Contractual Obligations" is defined as those liabilities not covered under any other provision of the Reinsurance Agreement and which arise from the handling of any claim on business covered hereunder, such liabilities arising because of, but not limited to, the failure by the REINSURED to settle within the Policy limit, or by reason of alleged or actual negligence, fraud or bad faith in rejecting an offer of settlement, or in the preparation of the defense or in the trial of any action against its Original Insured , or in the preparation or prosecution of an appeal consequent upon such action.

9.3 "Excess Limits Liability" is defined as any amount payable in excess of the REINSURED's Policy limit, such liabilities arising because of, but not limited to, alleged or actual negligence, fraud, or bad faith in failing to settle and/or rejecting a settlement within the policy limit, or in the preparation of the defense or in the trial of any action against the Original Insured, or in the preparation or prosecution of an appeal consequent upon such action. Excess Limits Liability is any amount for which the REINSURED would have been contractually liable to pay had it not been for the limit of the reinsured Policy.

9.4 The date on which any Extra Contractual Obligation and/or Excess Limits Liability is incurred by the REINSURED will be deemed, in all circumstances, to be the date of the original loss.

9.5 However, this article will not apply where the loss has been incurred solely due to the fraud of a member of the Board of Directors or a corporate officer of the REINSURED acting individually, collectively, or in collusion with any individual or corporation or any other organization or party involved in the presentation, defense, or settlement of any claim covered hereunder.

9.6 With respect to any New York domiciled reinsurers only, in no event will coverage be provided to the extent that such coverage is not permitted under New York State law.


10.1 Should the financial assistance actually paid to the REINSURED pursuant to TRIA (as defined below) for acts of terrorism covered by the Reinsurance Agreement combined with the REINSURED's total private-sector reinsurance recoveries for such acts of terrorism subject to TRIA exceed the amount of insured losses paid by the REINSURED for such acts of terrorism, then the REINSURED will reimburse such excess amount (the "excess TRIA recovery") to the REINSURER on a pro-rata basis. Such pro-rata share will be calculated by dividing the REINSURER’s payment under the Reinsurance Agreement of insured losses subject to TRIA for the period of the Reinsurance Agreement by the REINSURED’s total private-sector reinsurance recoveries arising from such acts of terrorism covered under the Act during the period of the Reinsurance Agreement and multiplying the result by the excess TRIA recovery. 10.2 For the purposes of this article, "TRIA" is understood to be the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Extension Act of 2005, the Terrorism Risk Insurance Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015, as amended or replaced ("TRIA" or the "Act"). In addition, all references to "financial assistance



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actually paid to the Reinsured", "acts of terrorism covered by the Reinsurance Agreement", "private-sector reinsurance recoveries", and "insured losses paid by the Reinsured" are understood to apply only in respect of the classes of business covered hereunder. 10.3 Payment will be made as promptly as possible after the REINSURED's receipt of any recovery in excess of its insured losses. The REINSURED will provide the REINSURER with all necessary data respecting the transactions covered under this article. Such payment to the REINSURER will apply unless disallowed by the U.S. Department of the Treasury in accordance with the provisions of TRIA.

10.4 The intent of this provision is that to the extent the REINSURED makes recoveries under the Act that relate to specific claims affecting this Agreement, a proportionate amount of the excess TRIA recovery from the Act will be returned to the REINSURER hereunder. Allocation of excess TRIA recoveries under the Act back to individual claims hereunder will be made in the REINSURED’s reasonable judgment; however, it is recognized that where multiple lines of business/multiple agreements/multiple risk-bearing entities within the companies included in the definition of "REINSURED" and other affiliated companies are involved, it may not be possible to allocate excess TRIA recoveries under the Act on a straight pro-rata basis. The allocation of excess TRIA recoveries will be made separately for each payment to the REINSURED under the Act, and not on the aggregate of payments for any one calendar year basis.

Article 11 Net Retained lines

The Reinsurance Agreement applies only to that portion of any Policy which the REINSURED retains, and in calculating the amount of any loss hereunder and also in computing the amount or amounts in excess of which the Reinsurance Agreement attaches, only loss or losses in respect of that portion of any Policy which the REINSURED retains shall be included. The amount of the REINSURER(s) liability hereunder in respect of any loss or losses shall not be increased by reason of the inability of the REINSURED to collect from any other reinsurer(s), whether specific or general, any amounts which may have become due from such reinsurer(s), whether such inability arises from the insolvency of such other

reinsurer(s) or otherwise.




13.1 For each layer separately, should any portion of the Limit of the Reinsurance Agreement be exhausted by a loss, the amount so exhausted shall be automatically reinstated from the time of the commencement of the Loss/ Accident Occurrence/ Risk (if provided for in the SPECIAL CONDITIONS), subject to the payment of any reinstatement premium (if provided for in the SPECIAL CONDITIONS) by the REINSURED to the REINSURER when such loss payment is made and subject to the remaining reinstatements. 13.2 If the Reinsurance Agreement has been arranged on an adjustable premium basis and the loss payment is made prior to the adjustment of the Reinsurance Premium, the reinstatement Reinsurance Premium (if provided for in the SPECIAL CONDITIONS) shall be calculated provisionally on the Deposit Premium, subject to adjustment when the Premium Income (or figures required in accordance with any other basis of premium calculation specified in the SPECIAL CONDITIONS) is definitely known. 13.3 The REINSURER shall never be liable to pay more than the Limit in respect of any one Loss/Accident Occurrence/ Risk (subject to the SPECIAL CONDITIONS) nor more than that amount plus a multiple of such Limit equivalent to the number of Reinstatements stated in the SPECIAL CONDITIONS in respect of all Loss/Accident Occurrences/ Risks during the Period. 13.4 Losses shall be considered in chronological order by date of settlement, or at the option of the



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REINSURED by date of loss, but this shall not prevent the REINSURED from making provisional collections in respect of losses which may ultimately not be recoverable hereon.


14.1 The retention of the REINSURED and the liability of the REINSURER and all other benefits accruing to the REINSURED as provided in the Reinsurance Agreement or any amendments hereto, will apply to the affiliated companies comprising the REINSURED as a group and not separately to each of the affiliated companies. 14.2 Nevertheless, the REINSURER and each reinsured company within the definition of "REINSURED" in the Reinsurance Agreement agree to honour the terms set forth herein as if the Reinsurance Agreement were a separate agreement between the REINSURER and each reinsured company. This will not operate so as to increase either the REINSURER’s or the REINSURED's liability under the Reinsurance Agreement. 14.3 Any conduct or misconduct or allegation of conduct or misconduct including any omission in relation or connection with or under the Reinsurance Agreement by one reinsured company will not affect the validity, amount or terms of the cover available to the other reinsured companies. In the event of a dispute or difference arising between the REINSURER and one or more of the entities comprising the REINSURED, the Reinsurance Agreement will continue without prejudice to the rights of those reinsured companies which are not in dispute including their rights to recover under the Reinsurance Agreement. 14.4 Loss notices, reports and premium payments made to the REINSURER are to be in sufficient detail to identify what portion of any premium or loss relates to each reinsured company.


15.1 The REINSURED shall pay to the REINSURER a Reinsurance Premium as stated in the SPECIAL CONDITIONS. If the Reinsurance Agreement has been arranged on an adjustable premium basis, then the REINSURED shall pay the REINSURER the Deposit Premium as Reinsurance Premium as stated in the SPECIAL CONDITIONS, and as soon as practicable after the Expiry Date of the Reinsurance Agreement, the Deposit Premium, where applicable, shall be adjusted to a final amount equal to the Reinsurance Premium rate(s) stated in the SPECIAL CONDITIONS , applied to the Premium Income (or figures required in accordance with any other basis of Reinsurance Premium calculation specified in the SPECIAL CONDITIONS), subject to the Minimum Premium where applicable. Such adjustment shall never result in the REINSURER receiving less than the Minimum Premium (if provided for in the SPECIAL CONDITIONS). 15.2 The payment of any adjustment premium due shall be made by the debtor Party on or before the dates stated in the SPECIAL CONDITIONS.





the REINSURED, within 10 (ten) Working Days upon receipt of such request.

Cash call request(s) may include any amount which is scheduled to be paid by the REINSURED within

the next 25 (twenty-five) Working Days from the Cash Call request.





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Any amounts so settled will be credited to the REINSURER.


17.1 Where a claim equals or exceeds the threshold specified in the SPECIAL CONDITIONS, the REINSURED shall give written notice of such claim to the REINSURER as soon as practicable upon receiving knowledge thereof, and shall thereafter keep the REINSURER fully informed of all significant developments, including supporting document and information in respect of such claim as soon as practicable on receiving knowledge thereof. 17.2 The REINSURED will at its full discretion and in a reasonable and proper business-like manner determine what constitute a claim or loss covered under the REINSURED's Policy(ies) and as to the REINSURED 's liability thereunder. The REINSURED will, at its sole discretion and in a reasonable and proper business-like manner, adjust, settle, or compromise all claims and losses. All such adjustments, settlements, and compromises will be unconditionally binding on the REINSURER in proportion to its participation hereon. 17.3 The REINSURED will likewise at its sole discretion, commence, continue, defend, or withdraw from actions, suits or proceedings and generally handle all matters related to all claims and losses.

Article 18 Offset

18.1 The REINSURED and the REINSURER may offset any balance or amount due from one Party to the other under the Reinsurance Agreement. If the REINSURED is comprised of more than one entity, offset will only be permitted between the entity owed or owing any balance and the REINSURER. In the event of insolvency of either the REINSURED or the REINSURER, offset will only be permitted in accordance with Section 7427 of the New York Insurance Law so far as applicable, and provided that if the REINSURED is comprised of more than one entity then the general right of offset in this article will not be affected in respect of any entity that is not insolvent 18.2 Where the REINSURED is authorized under the Insurance Companies Act (Canada) to insure in Canada risks, for the purpose of this article, the branch of a company in Canada will be considered as a Party separate and distinct from the REINSURED and the right of offset provided for in this article will belong to and be applied against that branch as though it were a separate and distinct Party. Further, in the event of insolvency of a Party hereto, offsets shall only be allowed in accordance with the Insolvency article (Canadian version).




20.1 Australian Goods and Services Tax 20.1.1 Premium Any amount shown as payable under the Reinsurance Agreement does not include Australian goods and services tax (“GST”) and, where applicable, will be calculated with reference to the GST-exclusive premiums payable to the member companies of the REINSURED by its Original Insureds. 20.1.2 Claims The amounts due under the Reinsurance Agreement will be calculated after accounting for any adjustment under the GST legislation to which the REINSURED is entitled on settlement of claims to its Original Insureds on recoveries from any third parties, and any Input Tax Credit to which they are entitled on acquiring goods or services for the purpose of settlement of an original claim.



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20.1.3 Changes in Legislation If the effect of the GST is changed as a result of any new amendment, enactment, judicial or Australian Tax Office-advised interpretation or application of any law, the Parties must as soon as possible and in good faith negotiate an appropriate amendment to the Reinsurance Agreement. 20.2 Australian Withholding Tax 20.2.1 The REINSURER has agreed to allow for the purpose of paying the Australian withholding tax (as imposed under Division 15 of Part III of the Income Tax Assessment Act 1936 (ITAA 1936)) the applicable percentage of the premium payable hereon to be deducted from the amount of premium to be transmitted to the REINSURER to the extent such premium is subject to the Australian withholding tax. 202.2 In the event of any return of premium becoming due hereunder the REINSURER will deduct the applicable percentage from the return premium payable hereon and the REINSURED or its agent should take steps to recover the tax from the Australian Government.

Article 21 Federal Excise Tax




22.1 The REINSURER will provide to the REINSURED its FATCA compliant documentation on or before the effective date of the Reinsurance Agreement. To the extent the REINSURER is subject to the deduction and withholding of premium payable hereon and has not provided the requisite filing form as set forth in the Foreign Account Tax Compliance Act (Sections 1471-1474 of the Internal Revenue Code), the REINSURER agrees to allow such withholding from the premium payable under this Agreement. Such withholding will not affect the validity of the Reinsurance Agreement or provide the REINSURER with any rights of cancellation, offset or the like.


Article 23 Currency

23.1 Within the scope of the Reinsurance Agreement, all amounts must be stated, all financial statements must be prepared, and all payments must be made in the currency or currencies specified in the SPECIAL CONDITIONS (“CURRENCY”). 23.2 Currencies other than the Currency or Currencies in which the Reinsurance Agreement is written shall be converted into that Currency at the rate of exchange as used in the accounts of the REINSURED.




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be retrieved and which are related to the Business reinsured under the Reinsurance Agreement.















restrictions. Nothing in this article requires any REINSURED to maintain or to make available any of its







b. if the breach is in relation to a variation of the Reinsurance Agreement, the REINSURER (i) may treat the Reinsurance Agreement as having been terminated with effect from the time that the variation was made; and (ii) need not return any of the premiums paid.


a. Where the Reinsurance Agreement is governed by the laws of England and Wales, the “Duty of Fair Presentation” means the duty imposed by section 3(1) of the Insurance Act 2015. A breach



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of the Duty of Fair Presentation is “deliberate or reckless” if the REINSURED (a) knew that it was in breach of the Duty of Fair Presentation; or (b) did not care whether or not it was in breach of that duty;

b. Where the Reinsurance Agreement is governed by New York law, the “Duty of Disclosure” means the duty of the REINSURED to disclose to the REINSURER all facts that materially affect the risk of which the REINSURED was or should have been aware would have affected the REINSURER’s decision and of which the REINSURER had no reason to be aware.

Article 27 Insolvency

27.1 This article will apply severally to each reinsured company referenced within the definition of "REINSURED". Further, this article and the laws of the domiciliary jurisdiction will apply in the event of the insolvency of any company intended to be covered hereunder. In the event of a conflict between any provision of this article and the laws of the domiciliary jurisdiction of any REINSURED intended to be covered hereunder, that domiciliary jurisdiction's laws will prevail. 27.2 Save as provided in paragraphs 27.5 and 27.6 below, in the event of the insolvency of the REINSURED, or other similar proceedings, and the appointment of a liquidator, receiver, or other statutory successor, reinsurance due under the Reinsurance Agreement will be payable, with reasonable provision for verification, on the basis of the liability of the REINSURER resulting from claims allowed against the REINSURED in the liquidation or similar proceeding without diminution because such liquidator, receiver or other statutory successor has failed to pay all or a portion of any claims. 27.3 Payments by the REINSURER as set forth above will be made directly and exclusively to the REINSURED or to its liquidator, receiver or other statutory successor, except (where applicable) as provided by subsection (a) of section 4118 of New York Insurance Law or except (a) where the Reinsurance Agreement specifies another payee in the event of the insolvency, or (b) the REINSURER, with the consent of the direct insureds, has assumed such policy obligations of the REINSURED as direct obligations to the payees under such policies in substitution for the obligations of the REINSURED to such payees. 27.4 In the event of the insolvency of the REINSURED, or other similar proceedings, the liquidator, receiver or other statutory successor will give written notice of the pendency of a claim against the REINSURED under Policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of such claim, the REINSURER has the right but not the duty to investigate said claim and interpose in the proceeding where the claim is to be adjudicated, at its own expense, any defense that they may deem available to the REINSURED, or its liquidator or receiver. The expense thus incurred by the REINSURER will be chargeable against the REINSURED, subject to court approval, against the insolvent company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the REINSURED solely as a result of the defense undertaken by the REINSURER. Where two or more REINSURERS are involved in the same claim and a majority in interest elects to interpose defense to such claim, the expense will be apportioned in accordance with the terms of the Reinsurance Agreement as though such expense had been incurred by the REINSURED. 27.5 Insolvency (Applicable to Canadian Branches) 27.5.1 In the event of the insolvency of the REINSURED, reinsurance under the Reinsurance Agreement shall be payable by the REINSURER directly to the REINSURED’s Chief Agency in Canada, or to its liquidator, receiver, or statutory successor appointed in Canada, on the basis of the liability of the REINSURED under the Reinsurance Agreement without diminution because of the insolvency of the REINSURED. 27.5.2 The REINSURED, or its liquidator, receiver or statutory successor, shall give written notice to the REINSURER of the pendency of any claim against the REINSURED on any original policies reinsured which might affect the Reinsurance Agreement within a reasonable time after such claim is filed in the insolvency proceedings. The REINSURER may investigate and/or defend any such claim in the place of the REINSURED. The expense thus incurred by the REINSURER shall be chargeable, subject to court approval, against the REINSURED as part of the expense of liquidation to the extent of the proportionate share of the benefit which may accrue to the REINSURED solely as a result of the defense



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undertaken by the REINSURER. 27.5.3 In the event of the insolvency of the REINSURED, the REINSURER shall be entitled to offset any debts due or accruing due to the REINSURED under the Reinsurance Agreement at the commencement of the winding-up of the REINSURED against any debts due or accruing due to the REINSURER by the REINSURED under the Reinsurance Agreement at the commencement of the winding-up of the REINSURED. For greater certainty, it is understood and agreed that the REINSURER shall not be entitled for any reason whatsoever to: (i) exercise any offset rights (whether by operation of law, equity, agreement or otherwise) other than as set forth in the preceding sentence; or (ii) offset (whether by operation of law, equity, agreement or otherwise) any debts due or accruing due the REINSURED under the Reinsurance Agreement against any debts due or accruing due to the REINSURER by any other company reinsured under the Reinsurance Agreement or any other agreement between the REINSURER and any such company. 27.5.4 In the event of the insolvency of the REINSURER, all amounts due but not paid to the REINSURER by the REINSURED on such date under the Reinsurance Agreement and any other reinsurance agreement, regardless of the date on which they became due, and all amounts which become due to the REINSURER by the REINSURED after that date under the Reinsurance Agreement and any other reinsurance agreement may be retained by the REINSURED and offset against the amounts due by the REINSURER under the Reinsurance Agreement and any other reinsurance agreement, whether they were due before the insolvency or became due after. The balance, if any, shall be payable by the REINSURED to the REINSURER at the expiry of all liability under the Reinsurance Agreement and any other reinsurance agreement. 27.5.5 Notwithstanding any other provision of the Reinsurance Agreement, in the event of the insolvency of the REINSURED subject to the Winding-up and Restructuring Act (Canada); (i) the Reinsurance Agreement will be governed by and interpreted under the laws of the province of Canada in which the Chief Agent is ordinarily resident, and the laws of Canada applicable therein, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws; (ii) the Parties to the Reinsurance Agreement hereby irrevocably attorn to the non-exclusive jurisdiction of the courts of such province and the courts competent to hear appeals therefrom with respect to any matter arising under or related to the Reinsurance Agreement; and (iii) all disputes with respect to any matter arising or related to this article – Insolvency, including without limitation, its enforceability, application or interpretation shall be determined exclusively by the court of such province and the courts competent to hear appeals therefrom, and not by arbitration. 27.6 Insolvency (Applicable to Australian Branches) 27.6.1 Where an Insolvency Event occurs in relation to the REINSURED the following terms shall apply (and, in the event of any inconsistency between these terms and any other terms of the Reinsurance Agreement, these terms shall prevail):

1. Notwithstanding any requirements in the Reinsurance Agreement that the REINSURED shall actually make payment in discharge of its liability to its Policyholder before becoming entitled to payment from the REINSURER: i. the REINSURER shall be liable to pay the REINSURED even though the REINSURED is unable actually to pay, or discharge its liability to, its Policyholder;

ii. the REINSURER will continue to pay claims and cooperate with the REINSURED’s conduct and settlement of claims on the same basis as if the REINSURED was solvent, but;

iii. nothing in this clause shall operate to accelerate the date for payment by the REINSURER of any sum which may be payable to the REINSURED, which sum shall only become payable as and when the REINSURED would have discharged, by actual payment, its liability for its current net loss but for it being the subject of any Insolvency Event.

2. The existence, quantum, valuation and date for payment of any sum which the REINSURER is

liable to pay the REINSURED under the Reinsurance Agreement shall be those and only those for which the REINSURER would be liable to the REINSURED if the liability of the REINSURED to its Policyholders had been determined without reference to any term in any composition or scheme of arrangement or any similar such arrangement, entered into between the REINSURED and all or any part of its Policyholders, unless and until the REINSURER serves written notice to the contrary on the REINSURED in relation to any composition or scheme of



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arrangement. 3. The REINSURER shall be entitled (but not obliged) to set-off, against any undisputed sum which

it may be liable to pay the REINSURED, any undisputed sum for which the REINSURED is liable to pay the REINSURER.

An Insolvency Event shall occur if:

a. i. (in relation to 1., 2. and 3. above) a winding up petition is presented in respect of the REINSURED or a provisional liquidator is appointed over it or if the REINSURED goes into administration, administrative receivership or receivership or if the REINSURED has a scheme of arrangement or voluntary arrangement proposed in relation to all or any part of its affairs; or ii. (in relation to 1. above) if the REINSURED goes into compulsory or voluntary liquidation; or, in each case, if the REINSURED becomes subject to any other similar insolvency process, and b. the REINSURED is unable to pay its debts as and when they fall due within the meaning of section 95A of the Corporations Act 2001 (or any statutory amendment or re-enactment of that section) of the Commonwealth of Australia, or any equivalent Act in any other country.





28.2 The REINSURED may terminate the REINSURER’s participation in the Reinsurance Agreement at any time after one or more of the following Triggering Events has occurred (provided such event(s) have not been rectified prior to the effective date of termination):The REINSURER:

(i) is acquired or controlled by any other party (an acquisition or change in control will only have occurred if a person unaffiliated with the REINSURER directly or indirectly acquires thirty percent (30%) or more of the voting stock of the REINSURER, or of any person owning or controlling the REINSURER, or of stock convertible into thirty percent (30%) or more of such voting stock), or



(iv) sells, assigns or otherwise transfers its participation in the Reinsurance Agreement to an affiliated entity within its holding company system and the policyholders’ surplus of the affiliated entity is at least twenty percent (20%) less than the REINSURER’s policyholders’ surplus as at the end of the most recent calendar quarter immediately preceding the sale/assignment/transfer, or





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(ix) has transferred its claims-paying authority under the Reinsurance Agreement to an unaffiliated entity or in any way has delegated its obligations under the Reinsurance Agreement to an unaffiliated entity without the prior written consent of the REINSURED; provided, however, the transfer of claims-paying authority or administration to a third party where the REINSURER maintains control over claims settlement decisions, or the agreement by a Lloyd’s syndicate to follow claims settlements procedures under Lloyd’s Claims Scheme (Combined) or agreement by an International Underwriting Association of London company to follow IUA Claims Agreement practices, will not constitute a transfer of its claims-paying authority for purposes of this sub-paragraph, or has failed to comply with the provisions set forth in the funding requirements of the article “Reinsurance Credit; Reinsurance Security”, or

(x) i. The Standard & Poor’s Insurer Financial Strength rating of the REINSURER is withdrawn (by either Standard & Poor’s or the REINSURER) or falls below “A”; or






(xi) 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 REINSURED is incorporated or has its principal office or the country from which the Reinsurance Agreement is placed and the country in which the REINSURER is incorporated or has its principal office as a result of war, currency regulations or any circumstances arising out of political, financial or economic emergency, other than an event associated with economic and monetary union in the European Union.

28.3 Termination by the REINSURED will be effected by written notice of termination and will be effective upon receipt of said notice by the REINSURER.

28.4 If the REINSURED terminates the REINSURER’s participation in the Reinsurance Agreement under this article, it will have the option of terminating it on either a cut-off or run-off basis. The REINSURED will notify the REINSURER in the notice of termination as to whether the REINSURER’s participation in the Reinsurance Agreement will be terminated on a cut-off or run-off basis. If the



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REINSURED elects to terminate the REINSURER’s participation in the Reinsurance Agreement on a run-off basis, it can, at any time thereafter, elect to terminate the REINSURER’s participation in the Reinsurance Agreement on a cut-off basis effective upon receipt of written notice of the change by the REINSURER.


28.6 In the event of a cut-off termination by the REINSURED, the REINSURER will return the unearned pro rata portion of premiums paid to it for exposures no longer covered as provided for in the Reinsurance Agreement, it being understood that the REINSURER will only be entitled to retain a pro rata portion of premiums earned through the date of the termination of its participation in the Reinsurance Agreement and, further, the minimum premium provisions of the Reinsurance Agreement, if any, will be waived. In the event of run-off termination, the applicable premium shall continue to be earned through the run-off period, unless otherwise agreed. The calculation of return premiums hereunder will be based upon the method of termination (cut-off or run-off basis) and the manner by which risks and exposures reinsured by the REINSURER hereunder attach to the Reinsurance Agreement.





If the REINSURER disagrees with the REINSURED’s Calculation, at the time of so notifying the REINSURED, it will provide the REINSURED with its calculation of the REINSURER’s Obligations (the “REINSURER’s Calculation”). Within ten (10) calendar days of the date that such notice is received by the REINSURED, the Parties will endeavor to agree upon the selection of an independent actuary to determine the value of all remaining REINSURER’s Obligations under the Reinsurance Agreement, such selection to be contingent upon said actuary’s written confirmation to both Parties of his/her ability to perform the review and provide an opinion of the value of all remaining REINSURER’s Obligations under the Reinsurance Agreement within thirty (30) calendar days of receipt of all appropriate documentation from the REINSURED.

If the Parties cannot agree upon an independent actuary within said ten (10) calendar day period, each will, within ten (10) calendar days thereafter, provide the other Party with the names of two independent actuaries who are members of the American Academy of Actuaries (AAA) or fellows of the Institute and Faculty of Actuaries (IFA) or of another actuarial society recognised by the AAA or IFA as having equivalent status or two independent actuaries from the following consulting firms Milliman, Deloitte or Ernst & Young, and within five (5) calendar days thereafter, each will strike the name of one of the other Party’s independent actuaries and thereafter select the independent actuary by drawing the name of one of the two remaining independent actuaries from a hat. If either Party fails to name its independent actuaries within the time period set forth above or otherwise fails to comply with any of the procedures, conditions or deadlines set forth above, the other Party will be entitled to select the independent actuary to determine the remaining REINSURER’s Obligations.



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The independent actuary will determine the value of all remaining REINSURER’s Obligations under the Reinsurance Agreement within thirty (30) calendar days of receipt of all appropriate documentation from the REINSURED and will notify the Parties of such determination in writing, which determination will be binding on both Parties. The calculation of REINSURER’s Obligations by the independent actuary will take into account adjustment for net present value based upon the average annual rate of the European Over Night Index Average (EONIA) published by the European Central Bank/ its successor the Euro Short-Term Rate (ESTER) published by the European Central Bank or an equivalent rate mutually agreed by the Parties as of the termination date.


If the independent actuary fails to determine the remaining REINSURER’s Obligations within the thirty (30) calendar day period, the REINSURER will, within ten (10) calendar days following the end of said thirty (30) calendar day period, provide the REINSURED with a Letter(s) of Credit (or other form of security acceptable to the REINSURED) that meets the REINSURED regulatory requirements from a bank and in a form acceptable to the REINSURED in an amount equal to the REINSURED’s Calculation. A Letter(s) of Credit will be issued to each REINSURED owed balances by the REINSURER under the Reinsurance Agreement in the amount listed in the REINSURED’s Calculations. Said Letter(s) of Credit will be released upon final payment of the remaining REINSURER’s Obligations by the REINSURER. For purposes of calculating the amount of the Letter(s) of Credit to be provided to each REINSURED owed balances by the REINSURER under the Reinsurance Agreement pursuant to the terms of this paragraph, the REINSURER will be credited with the amount of any collateral previously provided by the REINSURER to a REINSURED which collateral is presently in possession of such REINSURED.



29.1 Subject to paragraph 29,2 (below), the occurrence of an event associated with membership of the European Union or economic or monetary union in the European Union will not have the effect of:

a. terminating; or b. altering or invalidating any term of or discharging or excusing performance under; or c. giving any Party a unilateral right to alter or terminate; the Reinsurance Agreement.

29.2 If, as a consequence of an event associated with membership of the European Union or economic or monetary union in the European Union, the REINSURER is no longer permitted by applicable law or regulation to perform any part of the Reinsurance Agreement:


b. such part (which the REINSURER is unable to perform) will be automatically terminated between that REINSURER and the REINSURED with effect from the date that the REINSURER is no longer permitted to perform the Reinsurance Agreement. Within fourteen (14) calendar days of such termination the relevant REINSURER will return any paid but unearned premium, which will be calculated as expressly provided in the relevant cancellation or termination provisions of the Reinsurance Agreement or, if there are no such cancellation or termination provisions, on a pro-rata basis for the time on risk. Unless otherwise provided, if any claim has been notified under the Reinsurance



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Agreement at or prior to the time and date of termination, the premium will be deemed to be fully earned and no return premium will be due.





d. the replacement of the Euro by any alternative single or unified currency by two or more Member States (whether or not they remain members of the European Union) or the introduction of a new currency by a Member State (whether or not it remains a member of the European Union).


30.1 It is agreed between the Parties that this article does not apply to property per event excess of loss reinsurance agreements.



30.3 Should the ‘Extraordinary Event’ occur within 30 (thirty) calendar Days of the Expiry Date and the Parties are, as a direct result of the ‘Extraordinary Event’, not able to finalize the renewal negotiation to reinsure the Business after the Expiry Date, then the Reinsurance Agreement shall be automatically extended for a period of 15 (fifteen) Working Days, subject to one-time tacit renewal in the assumption that the ’Extraordinary Event’ continues to extend its effects with the same consequences, but not exceeding 1 (one) month being the maximum ‘held covered period’ calculated at pro rata Reinsurance Premium from the original Expiry Date. 30.4 The Parties agree that (i) no reinstatement of Limit and no additional capacity and (ii) no reinstatement premium and no Reinsurance Premium additional to that specified in the SPECIAL CONDITIONS is payable by the REINSURED for the ‘held covered period’ except prior written agreement of the Parties. For the purposes of this article, an ‘Extraordinary Event’ shall be considered to be exceptional circumstances where the Parties have (a) a significant part of their workforce engaged in renewal process affected by an epidemic as stipulated by a public health authority or (b) no regular or reliable means of external communication and/or any reasonable access to the office and/or office systems and/or data, and are therefore prevented from engaging in their normal renewal exchanges.





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31.1 Except as otherwise provided in the article “Special Termination”, any dispute arising out of or relating to the Reinsurance Agreement or its breach, termination, formation or invalidity will be finally and fully determined by arbitration. 31.2.1 If more than one REINSURER under the Reinsurance Agreement or any other reinsurance agreement covering the same risk is in dispute with the REINSURED where there are common questions of law or fact, the REINSURER agrees that at the request of the REINSURED all such REINSURERS will constitute and act as one Party and communications will be made by the REINSURED to each of the REINSURERS constituting the one Party. It is agreed that the REINSURERS will have the right to assert several rather than joint defenses or claims and retain separate counsel. All affected REINSURERS will join and participate in one arbitration at the REINSURED’s written request to the REINSURERS within thirty (30) calendar days of the REINSURED’s appointment of its arbitrator, unless a REINSURER within ten (10) calendar days from receipt of the REINSURED’s written request, responds in writing to the REINSURED that it declines to participate in the arbitration, and that it unconditionally agrees to be bound by the decision and the award of the panel.

31.2.2 Unless otherwise agreed to by the Parties and subject to paragraph 31.2.5, all disputes involving business written only by REINSUREDs not domiciled in the U.S. will finally and fully be determined by arbitration to take place in London, England, and the laws of England and Wales will govern the rights of the Parties in respect of such business and the determination of such disputes under the provisions of ARIAS UK rules, for the time being in force. Any terms and conditions of the original policies and any obligations deriving therefrom which are or become governed by English law, rule, practice or jurisdiction under the Reinsurance Agreement will be construed as having the same meaning and/or effect under the Reinsurance Agreement as has been or would be given to them under the law, rule, practice or jurisdiction applicable to the original policies.

31.2.3 Unless otherwise agreed to by the Parties, all disputes involving business written only by U.S. domiciled REINSUREDS will finally and fully be determined by arbitration to take place in New York, New York and the laws of the State of New York will govern the rights of the Parties in respect of such business and the determination of such disputes. The Parties to the arbitration will each bear the fees and costs of their own arbitrator and one half of the fees and the costs of the third arbitrator (or the sole arbitrator in any proceeding conducted pursuant to paragraph 31.3.2 below) and all other fees (including legal fees), costs and expenses of the arbitration will be determined by the panel.

31.2.4 Subject to paragraph 31.2.5, in a dispute involving both U.S. domiciled and non-U.S. domiciled REINSUREDS, the REINSUREDS can elect to have two separate arbitrations in accordance with paragraphs 31.2.2 and 31.2.3 above or a single arbitration using either paragraph 31.2.2 or 31.2.3.

31.2.5 All disputes involving business written solely by the REINSURED’s Australian branch(es) will finally and fully be determined by arbitration to take place in Sydney, Australia and the law of the Commonwealth of Australia will govern the rights of the Parties in respect of such business and the determination of such disputes under the provisions of the ACICA Arbitration Rules, for the time being in force. Any terms and conditions of the original policies and any obligations deriving therefrom which are or become governed by Australian law, rule, practice or jurisdiction under the Reinsurance Agreement shall be construed as having the same meaning and/or effect under the Reinsurance Agreement as has been or would be given to them under the law, rule, practice or jurisdiction applicable to the original policies.

Arbitration Procedure

31.2.1 Any Party may, in the event of a dispute, notify the other Party of its desire to arbitrate the matter, and of the name of the arbitrator it has selected. The other Party will within thirty (30) calendar days select an arbitrator and simultaneously notify the Party desiring arbitration of the name of the second arbitrator.



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31.3.2 If the other Party fails or refuses to nominate the second arbitrator in accordance with paragraph 31.3.1, the arbitration will be decided by the single arbitrator nominated by the Party requesting arbitration.

31.3.3 In the event that two arbitrators are chosen, they will, within thirty (30) calendar days after the appointment of the second arbitrator, choose a third arbitrator. In the event that they fail to do so within thirty (30) calendar days after the appointment of the second arbitrator, (i) where the dispute is to be decided by English arbitration, either of the Parties may, after notice to the other Party, apply to ARIAS UK for the appointment of a third arbitrator; (ii) where the dispute is to be decided by U.S. arbitration, the Parties will jointly apply to ARIAS U.S. for the appointment of a third arbitrator, and (iii) where the dispute is to be decided by Australian arbitration, ACICA will appoint the third arbitrator.

31.3.4 All arbitrators will be active or retired lawyers with not less than ten (10) years’ experience in insurance or reinsurance law or active or retired officers of insurance or reinsurance companies or Underwriters at Lloyd's, London with not less than ten (10) years’ experience and will not have a personal or financial interest in the Parties or the outcome of the arbitration. For the avoidance of doubt, the arbitrators will be completely impartial and disinterested in their respective appointing Parties and in the result of the arbitration.

31.4 The panel will fix, by a notice in writing to the Parties involved, a reasonable time and place for the hearing and may prescribe reasonable rules and regulations governing the course and conduct of the arbitration proceeding, including without limitation discovery by the Parties, which discovery may, at the discretion and order of the panel, include evidence regarding the formation, interpretation, purpose or intent of the Reinsurance Agreement.

31.5 The decision rendered by the majority of the arbitrators will be final and binding upon all Parties to the proceeding. The panel is prohibited from awarding punitive or exemplary damages in any award that it may enter. Judgment may be entered upon the award of the panel in any court having jurisdiction thereof.

31.6 In the event that this article is invalid, unenforceable or for any other reason cannot be performed, or any arbitration proceedings are stayed, set aside or injuncted, the Reinsurance Agreement will be subject to the exclusive jurisdiction of the English Courts in respect of non- US domiciled REINSURED (other than Australian branch(es) where any competent Court in the Commonwealth of Australia will have jurisdiction) and any Court of competent jurisdiction in the U.S. in respect of U.S. domiciled REINSURD (other than their Canadian branches where the Canadian courts will have exclusive jurisdiction), and further the REINSURER in respect of U.S. domiciled reinsured companies (including their Canadian branches) agrees at the request of the REINSURED to submit itself to such jurisdiction in accordance with the terms of the applicable Service of Suit article.

31.7 Notwithstanding the provisions of this article but subject always to paragraph 31.2.5, in the event that the total amount of the REINSURER’s share of any loss in dispute is USD 1,000,000 or less, or the REINSURER is a Run-Off Reinsurer (as hereinafter defined), any arbitration proceeding instituted under the Reinsurance Agreement will be conducted:

a. in accordance with the ARIAS UK Fast Track Arbitration Rules (if the arbitration proceeding involves business written only by reinsured company(ies) not domiciled in the U.S.); or

b. the ARIAS U.S. Streamlined Rules for Small Claims Disputes (the “U.S. ARIAS Streamlined Rules”) (if the arbitration proceeding involves business written only by U.S. domiciled reinsured companies); or

c. In a dispute involving both U.S. domiciled and non-U.S. domiciled REINSURESs, the REINSUREDS can elect to have two separate arbitrations in accordance with paragraphs 31.7a and 31.7b above or a single arbitration using either paragraph 31.7a or 31.7b.

provided, however, that the arbitrator qualification requirements set forth in paragraph 31.3.4 of this article will be applicable to any arbitration proceeding conducted in accordance with this paragraph 31.7.



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31.8 For purposes of paragraph 31.7 of this article, a Run-Off Reinsurer means any REINSURER that:





e. in any other way, has assigned its interests or delegated its obligations under the Reinsurance Agreement to an unaffiliated entity.


The choice of Law and Jurisdiction are defined as per the article “Arbitration”


The Reinsurance Agreement, together with the REINSURER’S Signing Page (and any documents incorporated by reference in the articles of the Reinsurance Agreement and in the Signing Page) and any addenda and endorsements attached hereto and any special acceptances, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and there exist no other written or oral understandings, agreements, or assurances with respect to such matters. The Reinsurance Agreement may only be altered or amended in writing and by agreement of the Parties.


34.1 The Parties acknowledge and agree that they: a. are each committed to protecting Personal Data of natural persons (“Data Subjects”), nonpublic

information and informational systems of the REINSUREDs in accordance with applicable laws and regulations (e.g. laws based on European Directive 95/46/CE as amended and/or its replacement Regulation 2016/679 on 25 May 2018 (GDPR) as amended from time to time, the New York State Cyber Security Regulation for Financial Services Companies (23 NYCRR 500), and the Gramm-Leach Bliley Act (“Data Privacy Applicable Laws”));

b. with respect to GDPR, are each acting as data controller in respect of the Personal Data that the Parties process under the Reinsurance Agreement.

c. are compliant with the Data Privacy Applicable Laws and shall under no circumstances make the other Party in breach with these laws and regulations. The REINSURER is aware of its



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obligations under the Data Privacy Applicable Laws and confirms its compliance with these laws and regulations;

d. have implemented and will maintain within their organization appropriate policies and technical security measures, including appropriate access controls and use of encryption, to protect the security, integrity, availability and confidentiality of the REINSURED’s Personal Data, nonpublic information and informational systems, and to prevent any breaches (e.g. of confidentiality) by their officers, representatives, employees or any other third party acting on their behalf. In determining what are appropriate technical security measures, account shall be taken of the risks presented by: (a) accidental or unlawful destruction, the loss, alteration or unauthorised disclosure of, or access to Personal Data and nonpublic information transmitted, stored or otherwise processed; and (b) unauthorised access to information systems; and

e. have fulfilled legal requirements relative to the transfer of such Personal Data, nonpublic information and informational systems.

34.2 Personal Data received by the REINSURER from the REINSURED which is subject to the GDPR shall not be:

a. used by the REINSURER other than in connection with performing its obligations under the Reinsurance Agreement and exercising its rights under the Reinsurance Agreement and/or, subject to the restrictions in the article “Confidentiality” below, in accordance with the purposes set out in the privacy notice of the REINSURER in accordance with article 14 GDPR “Privacy Notice”; or


c. transferred to a country outside the European Union (EU) without having implemented appropriate safeguards in accordance with the applicable laws and regulations (e.g. GDPR) except if such transfer is permitted by EU law (e.g. transfers to Authorized Locations (as defined

below)) or any EU Member Law applicable to the REINSURER. 34.3 In respect of Personal Data subject to the GDPR:

a. no transfer shall be made to a processor or any other third party without prior specific or general written authorisation of the REINSURED. It is understood however, that transfers within the European Union or to countries subject to an adequacy level of protection or mechanisms such as, e.g Binding Corporate Rules or EU Model Contract (including EU Standard Contractual Clauses) recognized by the European Commission (as updated from time to time) (“Authorized Location”) for the purposes of retrocession are considered as already accepted by the REINSURED, consequently no specific or general written authorisation is required. Notwithstanding the foregoing, the REINSURED may at any time request the REINSURER to provide a list of countries outside an Authorized Location where (i) retrocessionaires or any other third party to whom the Personal Data has been transferred are registered, or (ii) the data is processed by any other third party.

b. the REINSURER may engage a processor or any other third party for carrying out specific

activities on behalf of REINSURER, ensuring the same data protection obligations as set out in the Reinsurance Agreement apply to that processor or any other third party by way of a contract or other law or regulation compliant with European Union or applicable EU Member State law.

34.4 The REINSURER shall permit the REINSURED or its representative the right to audit REINSURER’s Data Privacy compliance with the terms of this article and shall grant the REINSURED or its representatives such access to its premises as may be needed to fully and promptly carry out the audit and obtain adequate information. Furthermore, the REINSURER acknowledges it has an obligation to provide the REINSURED with reasonable assistance during an audit conducted under this paragraph including, but not limited to, obtaining access to records, files and facilities. The REINSURED or its representative may request this audit on reasonable advance notice. The Parties shall agree the scope of the audit prior to engaging in this process. The REINSURED’s right to audit shall be exercised with a reasonable frequency (or immediately in case of evident breach by the REINSURER). Alternatively, the REINSURER will provide the REINSURED with:

i) an external independent audit report issued by an external auditor, both acceptable to the REINSURED; or



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ii) a written and signed statement regarding the state of technical and organizational security measures relevant to the data transferred by the REINSURED under the Reinsurance Agreement and/or the REINSURER’s compliance with GDPR (i.e compliance letter). The statement shall be issued and signed by the Data Protection Officer, or an equivalent (i.e Compliance Officer) and a legal representative of the REINSURER.

34.5 Without prejudice to the generality of the foregoing, the REINSURED confirms that it has obtained and undertakes that it will obtain on a continuing basis all requisite consents from the Data Subjects both for its own compliance purposes, for the purposes of the Reinsurance Agreement and for the purposes of any underlying reinsurance (whether treaty or facultative) and retrocession. 34.6 Where required to do so by Data Privacy Applicable Laws, the REINSURED shall forward anonymized data of a Data Subject to the REINSURER, unless it is agreed between the Parties that Personal Data is necessary for administration, risk management and/or performance of the Reinsurance Agreement. Anonymized data means that the data does not allow the REINSURER to identify the Data Subject. 34.7 The REINSURED will support the REINSURER to fulfil the REINSURER’s obligations under the GDPR towards the Data Subject without undue delay, including but not limited to providing the Data Subject with the information the REINSURER is required to provide to the Data Subject, and informing the REINSURER about any requests for rectification or deletion. 34.8 To the extent permitted or required by the Data Privacy Applicable Laws, each Party shall notify the other Party without undue delay upon becoming aware of data breaches.


35.1 The Parties acknowledge and agree that they (i) are committed to prohibit Bribery; and (ii) have implemented and will maintain within their organization policies or codes prohibiting any such actions by their officers, representatives, or employees and towards any other third party acting on their behalf. 35.2 To the extent permitted by the applicable law, each Party shall notify the other Party as soon as practicable upon becoming aware that an activity carried out in connection with the Reinsurance Agreement has or may have contravened this obligation or any applicable anti-Bribery law or regulation. 35.3 A Party may at any-time request reasonable evidence of the other Party’s compliance with its obligations under this article. To the extent permitted by the applicable law, either Party (“the requesting Party”) may also at any time request from the other Party (“the disclosing Party”) a list of all gifts and entertainment and any other benefits in excess of Euros 500 (five hundred) cumulatively, offered or provided by or on behalf of the disclosing Party to the requesting Party’s officers, employees, affiliates, agents, subcontractors, or any other third party acting on the requesting Party’s behalf, and which is related to the placement or operation of the Reinsurance Agreement, provided that the disclosing Party maintains such a list in its ordinary course of business. However, the disclosing Party will provide all information which he can provide without incurring a disproportionate expense.


36.1 The Parties acknowledge that the AXA Group adheres to certain principles and practices designed to ensure that the AXA Group does business in a socially responsible manner by promoting sustainable development in its business through commitments towards its principal stakeholders (clients, suppliers, employees, environment, shareholders and community) as more fully set forth in the AXA Group Compliance and Ethics Guide published on the AXA Group website. The AXA Group encourages the Parties to be socially and environmentally responsible and, in particular, seeks open dialogue on these issues. 36.2 In addition, as part of the AXA Group’s principles and practices of sustainable development, the AXA Group requires the Parties to observe the following three main specific International Labour



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Organization (ILO) principles: (i) refrain from using, or accepting that their own suppliers and sub-contractors make use of child labour (under 15 (fifteen) years of age) or forced labour; (ii) ensure staff safe and healthy working conditions and environment, respecting individual and collective liberties; and (iii) promote non-discrimination (sex, race, religion or political conviction) as regards staff recruitment and management. For more information, see the ILO website.




38.1 The Parties agree that the documents, records, information and data (including Personal Data), including but not limited to terms and conditions and all renewal information, provided to the REINSURER or its representatives or agents by the REINSURED, whether directly or through an authorized agent/broker, in connection with the placement of, or their participation in the Reinsurance Agreement or in connection with any review of the REINSURED’s files, records or documents pursuant to the terms of any provisions of the Reinsurance Agreement ("Confidential Information") are confidential to the REINSURED. 38.2 Confidential Information does not include documents, records, information or data that the REINSURER can show:

a. are publicly known or have become publicly known through no unauthorized act of the REINSURER or any third party associated with the REINSURER; or

b. have been rightfully received by the REINSURER from a third person without obligation of confidentiality; or

c. were in the REINSURER’s possession on a non-confidential basis prior to receipt from the REINSURED.


a. when required to disclose such Confidential Information to retrocessionaires subject to the business ceded to the Reinsurance Agreement; or

b. when required to disclose such Confidential Information to regulators performing an audit of the REINSURER's records and/or financial condition; or

c. when required to disclose such Confidential Information to external auditors performing an audit of the REINSURER's records in the normal course of business; or

d. on a “need to know” basis, to its officers, directors, employees, agents, representatives and professional advisors, and to any of its affiliates solely for administration, risk management, claims handling and accounting purposes.

38.4 The REINSURER shall ensure that all parties who receive Confidential Information in accordance with this article are fully informed of these provisions and that they will be bound by the restrictions and obligations in this article. The REINSURER is responsible for any breach of this article by any such party. 38.5.The REINSURER agrees not to use any Confidential Information for any purposes except those related solely to the performance of its obligations or enforcement of its rights under the Reinsurance Agreement or for administration, risk management, claims handling and accounting purposes relating to the subject reinsurance business. 38.6 The REINSURED shall be immediately informed, by the REINSURER, of any breach of this article



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which the REINSURER becomes aware of. 38.7 Notwithstanding the above, in the event that the REINSURER is required by court order, other legal process or any regulatory authority to release or disclose any or all of the Confidential Information, the REINSURER agrees, to the extent permitted by law, to provide the REINSURED with written notice of the same at least ten (10) Working Days prior to such release or disclosure and to use all its commercially reasonable efforts to assist the REINSURED in maintaining the confidentiality provided for in this article. If a protective order or other remedy is not obtained and a waiver hereunder is not received, the REINSURER will disclose only that portion of the Confidential Information which is legally required and will use its commercially reasonable efforts to obtain assurances from the recipients of any or all of the Confidential Information that confidential treatment will be accorded to such Confidential Information. 38.8 At the written request of the REINSURED, the REINSURER will either return the Confidential Information to the REINSURED or destroy the same, both with written confirmation to the REINSURED, and the REINSURER will not retain any such copies of such materials in whole or in part except that the REINSURER will be entitled to retain that portion of the Confidential Information which it requires for (a) legal, regulatory or internal compliance purposes for the sole purpose of dealing with any claims made with regard to the Reinsurance Agreement, or internal risk, exposure and portfolio management activities which would not compromise confidentiality, or (b) that is retained in computer back-up, disaster recovery or archive systems. Any Information so retained will continue to be treated as confidential on the terms of this article. 38.9 The REINSURER and the REINSURED agree and understand that, notwithstanding any pending or future disputes between them or any claims relating to or arising from such disputes, the provisions of this article are not intended to create a license to use such Confidential Information and should not be construed as a waiver of any confidentiality or privilege over such material for any other purpose and such confidentiality and privileges are expressly reserved. 38.10 Any breach or threatened breach of this article will constitute a breach that might cause irreparable injury, not readily measured in money, and for which the REINSURED, without waiving any other remedies or rights at law or in equity, will be entitled to injunctive relief or other equitable relief. Any such right or remedy and any and all other rights or remedies provided for herein will be cumulative and not exclusive and in addition to any and all other rights or remedies which the REINSURED may have under the Reinsurance Agreement or otherwise.





39.2. Unless otherwise agreed, any invalid or unenforceable provision shall be replaced with a legal, valid and/or enforceable provision which most closely approximates the intent and economic effect of the illegal, invalid or unenforceable provision.

Article 40 Counterparts Provision

The Reinsurance Agreement may be executed in 2 (two) or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement.


41.1The Reinsurance Agreement shall be executed by the following:



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Article 42 Several Liability (LMA3333 amended version)

42.1 The liability of a REINSURER under the Reinsurance Agreement is several and not joint with other reinsurers party to the Reinsurance Agreement. The REINSURER is liable only for the proportion of liability it has underwritten. The REINSURER is not jointly liable for the proportion of liability underwritten by any other reinsurer. Nor is the REINSURER otherwise responsible for any liability of any other reinsurer that may underwrite the Reinsurance Agreement. 42.2 In case of a Lloyd’s syndicate, each member of the syndicate (rather than the syndicate itself) is REINSURER. Each member has underwritten a proportion of the total shown for the syndicate (that total itself being the total of the proportions underwritten by all the members of the syndicate taken together). The liability of each member of the syndicate is several and not joint with other members. A member is liable only for that member’s proportion. A member is not jointly liable for any other member’s proportion. Nor is any member otherwise responsible for any liability of any other reinsurer that may underwrite the Reinsurance Agreement.












• the REINSURER’s reinsurance and insurance activities are separated by a clear IT wall to

prevent the REINSURER and affiliates’ employees engaged in insurance activities from accessing to

the REINSURED’S confidential information;

• the REINSURER and affiliates employees are fully aware of and apply the confidentiality

obligations in respect of Fire wall.



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44.1 The Intermediary specified under the SPECIAL CONDITIONS is hereby recognized as the Intermediary negotiating the Reinsurance Agreement for all business hereunder. All communications (including but not limited to notices, statements, premium, return premium, commissions, taxes, losses, loss expense, salvages and loss settlements) relating thereto will be transmitted to the REINSURED or the REINSURER through the Intermediary. Payments by the REINSURED to the Intermediary will be deemed to constitute payment to the REINSURER. Payments by the REINSURER to the Intermediary will be deemed to constitute payment to the REINSURED only to the extent that such payments are actually received by the REINSURED, and in respect of payments due to the Australian branch(es), only to the extent that such payments are made in Australia into an account of the Australian branch(es) held in Australia with an authorised deposit-taking institution holding an authority under subsection 9(3) of the Banking Act 1959 (Cth). 44.2. With respect solely to Losses relating to the REINSURED’s Australian branch(es), all payments by the REINSURER will be made to the REINSURED’s Australian branch(es) by the REINSURER paying such sums to the Intermediary, who will then effect payment on behalf of the REINSURER (in accordance with this Intermediary article) in Australia and directly into an account of the REINSURED’s Australian branch(es) held in Australia with an authorised deposit-taking institution holding an authority under subsection 9(3) of the Banking Act 1959 (Cth).



Article 46 Financial Interest

46.1 The REINSURER will provide coverage to the REINSURED, to the extent permitted by applicable

laws or regulations, for its financial interest in any entity (the “Uncovered Entity”) which would otherwise

be covered under this Agreement which is located in a jurisdiction where:

(i) Applicable law or regulation do not allow the REINSURER to provide coverage; or

(ii) The REINSURED has elected that this Agreement will not cover such entity directly but will

cover the REINSURED’s own financial interest in such entity.

46.2 Where Financial Interest Coverage is triggered, the Reinsurance Agreement will not provide any

coverage for the Uncovered Entity, and the REINSURER and REINSURED further agree that:

(i) the REINSURED has a financial interest in the Uncovered Entity because it benefits financially

from the continued operation of the Uncovered Entity and/or would be prejudiced by loss to, or damage

to, or liability incurred by the Uncovered Entity in the operation of its business; and

(ii) the REINSURER will indemnify the REINSURED in respect of any loss to its financial interest,

by way of agreed valuation calculated as the amount which would have been payable to the Uncovered

Entity if it had been permitted and agreed for the Reinsurance Agreement to provide cover for such

Uncovered Entity.



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Article 47 Reinsurance Credit/Reinsurance Security

47.1 The REINSURER will comply with all applicable laws and regulations so as to permit the REINSURED to obtain full credit for the reinsurance provided by the Reinsurance Agreement in all applicable jurisdictions, to the extent credit is not otherwise available under applicable law or regulations. It is understood and agreed that any term or condition required by such law or regulation to be included in the Reinsurance Agreement for the REINSURED to receive financial credit for the reinsurance provided by the Reinsurance Agreement will be deemed to be incorporated in the Reinsurance Agreement by reference.

47.2 Where required by applicable law in order for the REINSURED to take financial credit for the reinsurance provided by the Reinsurance Agreement, the REINSURED will be entitled to withhold funds from the REINSURER (and/or require the REINSURER to make a cash deposit with the REINSURED) as security for the payment of the latter's obligations, herein called the "Deposit". The Deposit will equal the REINSURER's share under the Reinsurance Agreement of (i) losses and loss expenses paid by the REINSURED but not recovered from the REINSURER, (ii) reserves for losses and loss expenses reported and outstanding, (iii) reserves for losses and loss expenses incurred but not reported and (iv) unearned premium reserves (collectively the “REINSURER’s Collateral Obligations”).





47.3 A Letter of Credit or a Trust Account may be substituted or combined with/for the Deposit. Should such substitution or combination be made, notwithstanding any other provisions of the Reinsurance Agreement, the Letter of Credit or Trust Account may be drawn upon by the REINSURED or its successor in interest, including without limitation, any liquidator, rehabilitator, receiver or conservator of the REINSURED, at any time to fund the Deposit or for any amounts due from the REINSURER under the Reinsurance Agreement to the extent permitted by applicable law and the following provisions. If so used, the REINSURER will otherwise not be liable for the same amount.

The REINSURED and the REINSURER agree that the Deposit, Letter of Credit or Trust Account will be in such form and held in such manner so as to allow the REINSURED to take credit, on a statutory accounting basis, for the reinsurance provided by the Reinsurance Agreement, and also allow, if possible, the REINSURER to treat the Deposit as an admitted asset in accordance with applicable law.

47.4 If the REINSURER elects to substitute or combine a Letter of Credit with/for the Deposit, the following provisions will apply to the REINSURER with respect to any Letter of Credit provided for the benefit of the REINSURED by the REINSURER:

a. The REINSURER will be the applicant for and will provide to the REINSURED a clean, unconditional, irrevocable and evergreen Letter of Credit with the REINSURED as the beneficiary covering the REINSURER’s Collateral Obligations under the Reinsurance Agreement. The Letter of Credit will be issued or confirmed by a bank, and will be in a form, that complies with all applicable requirements of regulatory authorities having jurisdiction over the REINSURED and which bank is acceptable to the REINSURED. If the issuing or confirming



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bank ceases to meet such requirements during the term of the Letter of Credit, the REINSURER will replace such Letter of Credit with a complying one upon the earlier of the stated expiration, next extension or renewal date, or modification or amendment of the Letter of Credit. At annual intervals, or more frequently as determined by the REINSURED in its sole discretion but not more frequently than quarterly, the REINSURED will issue either a report of the REINSURER’s Collateral Obligations or a report of an estimate of the REINSURER’s Collateral Obligations to the REINSURER. Within thirty (30) calendar days of the REINSURER's receipt of either a report of the REINSURER’s Collateral Obligations or a report of an estimate of the REINSURER’s Collateral Obligations provided by the REINSURED, whichever is received by the REINSURER earlier:

i. if the REINSURER's Collateral Obligations under the Reinsurance Agreement exceed the then existing balance of the Letter of Credit made available, the REINSURER will secure delivery to the REINSURED of an amendment to the Letter of Credit increasing the amount of the Letter of Credit available by the amount of such difference, or

ii. if the REINSURER's Collateral Obligations under the Reinsurance Agreement are less than the balance of the Letter of Credit available on the accounting date, the REINSURED will release such excess credit by agreeing to an amendment to the Letter of Credit, reducing the amount of the Letter of Credit available by the amount of such excess credit.

b. The REINSURER and the REINSURED agree that the Letter of Credit provided by the REINSURER pursuant to the Reinsurance Agreement may be drawn upon at any time, notwithstanding any other provisions in the Reinsurance Agreement, and will be utilized by the REINSURED or its successors in interest, including without limitation, any liquidator,

rehabilitator, receiver or conservator of the REINSURED, only for one or more of the following: i. to reimburse the REINSURED for the REINSURER's share of premiums returned to

the owners of policies reinsured under the Reinsurance Agreement on account of cancellations of such policies;

ii. to reimburse the REINSURED for the REINSURER's share of losses and loss expenses paid by the REINSURED for the REINSURER's share of such losses and loss expenses incurred pursuant to the provisions of the policies reinsured by the Reinsurance Agreement;

iii. to fund an account with the REINSURED in an amount at least equal to the REINSURER’s Collateral Obligations;

iv. where the REINSURED has received notification of the non-renewal of the Letter of Credit and where the REINSURER's Collateral Obligations under the Reinsurance Agreement remain unliquidated and undischarged ten (10) calendar days prior to such expiration date, to obtain a cash deposit equal to such obligations and deposit such amounts in a separate account, in the name of the REINSURED, in any United States bank or trust company which is acceptable to the REINSURED, apart from its general assets, in trust for such uses and purposes specified in this paragraph of the Reinsurance Agreement as may remain executory after obtaining the cash deposit and for any period after such expiration date; provided, however, that where the amounts held in such separate account exceed the actual amount required to fund the REINSURER's Collateral Obligations under the Reinsurance Agreement, the REINSURED will make payment to the REINSURER of the excess amount, and

v. to pay any other amounts the REINSURED claims are due under the Reinsurance Agreement.


c. The REINSURED will credit to the REINSURER quarterly interest on the amounts drawn from the Letter of Credit and held pursuant to paragraph 47.4b. (iii) at the lesser of the Prime Rate or the same interest rate payable on the first six-month U.S. Treasury Bill issued during each quarter.

47.5 If the REINSURER elects to substitute or combine a Trust Account with/for the Deposit, the following provisions will apply to the REINSURER with respect to any Trust Account established for the benefit of the REINSURED by the REINSURER:



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b. The assets deposited in the Trust Account will be valued according to their current fair market value, and will consist only of cash (United States legal tender), certificates of deposit issued by a United States bank and payable in United States legal tender and investments of the types specified in section 1404(a) (1), (2), (3), (8) and (10) of the New York Insurance Law, provided that such investments are issued by an institution that is not the parent, subsidiary or affiliate of either the REINSURER or the REINSURED and are acceptable to the REINSURED.

c. Prior to depositing assets with the trustee, the REINSURER will execute assignments, endorsements in blank, or transfer legal title to the trustee of all shares, obligations or any other assets requiring assignments, in order that the REINSURED, or the trustee upon the direction of the REINSURED, may whenever necessary negotiate any such assets without consent or signature from the REINSURER or any other entity.

d. All settlements of account between the REINSURED and the REINSURER will be made in cash or its equivalent.

e. The REINSURER and the REINSURED agree that the assets in the Trust Account, established pursuant to this provision of the Reinsurance Agreement, may be withdrawn by the REINSURED at any time, notwithstanding any other provisions in the Reinsurance Agreement and will be utilized and applied by the REINSURED or its successor in interest, including without limitation, any liquidator, rehabilitator, receiver or conservator of the REINSURED, without diminution because of insolvency of the REINSURED or the REINSURER, only for the following purposes:

i. to reimburse the REINSURED for the REINSURER's share of premiums returned to the owners of policies reinsured under the Reinsurance Agreement on account of cancellations of such policies;

ii. to reimburse the REINSURED for the REINSURER's share of Losses and Loss Expenses paid by the REINSURED but not recovered from the REINSURER pursuant to the provisions of the policies reinsured under the Reinsurance Agreement;

iii. to fund an account with the REINSURED in amount at least equal to the REINSURER’s Collateral Obligations; and

iv. to pay any other amounts the REINSURED claims are due under the Reinsurance Agreement.


i. the REINSURER, at the time of such withdrawal, replaces the withdrawn assets with other qualified assets having a market value at least equal to the market value of the assets withdrawn so as to maintain at all times the deposit in the required amount; or

ii. after such withdrawal and transfer, the market value of the Trust Account is not less than 102 (one hundred and two) percent of the required amount.

The REINSURED will be the sole judge as to the application of this provision, but will not unreasonably or arbitrarily withhold its approval.

g. The REINSURED will return any amount withdrawn in excess of the actual amounts required for in paragraphs 47.5e. (i), (ii) and (iii) above, or in the case of paragraph 47.5e. (iv), any amounts that are subsequently determined not to be due.



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h. The REINSURED will credit quarterly to the REINSURER interest on the amounts drawn from the Trust Account and held pursuant to paragraph 47.5e. (iii) above at the lesser of the prime rate publicly announced from time to time by Chase Bank (National Association) or the same rate of interest payable on the first six-month U. S. Treasury Bill issued during each quarter.


48.1 Service of Suit (U.S) 48.1.1 The following Service of Suit article is only to apply to entities of the REINSURED domiciled in the United States of America.

48.1.2 This article only applies to REINSURERS domiciled outside of the United States and/or unauthorized in any state, territory, or district of the United States having jurisdiction over the REINSURED. Nothing in this article will be construed to override the provisions of the Arbitration article. This article is intended as an aid to compelling arbitration, or enforcing such arbitration, or arbitral award, and not as an alternative to the Arbitration article for resolving disputes arising out of the Reinsurance Agreement.

48.1.3 It is agreed that in the event of the failure of the REINSURER hereon to perform its obligations hereunder, the REINSURER hereon, at the request of the REINSURED, will submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this article constitutes or should be understood to constitute a waiver of the REINSURER's rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States. It is further agreed that service of process in such suit may be made upon Mendes & Mount, LLP, 750 Seventh Avenue, New York, New York 10019-6829, except as otherwise provided for in the SPECIAL CONDITIONS, and in the case of Lloyd’s syndicates where service of suit shall be upon Lloyd’s America Inc., Attention: Legal Department, 280 Park Avenue, East Tower, 25th Floor, New York, New York 10017, and that in any suit instituted, the REINSURER will abide by the final decision of such court or of any appellate court in the event of an appeal.




48.2.1 The following Service of Suit article is only to apply the REINSURED’s Australian branch(es).

48.2.2 Nothing in this article will be construed to override the provisions of the Arbitration article.

i. 48.2.3 The REINSURER, who has signed the Reinsurance Agreement outside of Australia agrees that:

i) in the event of a dispute arising under the Reinsurance Agreement, the REINSURER will submit to the jurisdiction of any competent Court in the Commonwealth of Australia. Such dispute shall be determined in accordance with the law and practice applicable in such Court;

ii) any summons notice or process to be served upon the REINSURER may be served upon Clyde & Co, Level 15, 333 George Street, Sydney, New South Wales, 2000, Australia, who has authority to accept service and to enter an appearance on



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REINSURER's behalf and who is directed at the request of the REINSURED to give a written undertaking to the REINSURED that it will enter an appearance on REINSURER’s behalf; and / or

iii) If the suit is instituted against one of the REINSURERS the REINSURER, with a common interest in the proceedings, will abide by the final decision of the Court or any Appellate Court.

48.3 Service Of Suit (Canada)

48.3.1 The following Service of Suit article is only to apply to the REINSURED’s Canadian branch(es)


48.3.3 In the event of the failure of the REINSURER hereon to perform its obligations under the Reinsurance Agreement, the REINSURER hereon, at the request of the REINSURED, shall submit to the jurisdiction of any court of competent jurisdiction within Canada and shall comply with all requirements necessary to give such court jurisdiction, and all matters arising hereunder shall be determined in accordance with the law and practice of such court. 48.3.4 The service of process may be made, except as otherwise provided for in the SPECIAL CONDITIONS, upon Stikeman Elliott LLP, 5300 Commerce Court W., 199 Bay Street, Toronto, ON, M5L 1B9, Canada. In any suit instituted against the REINSURER upon the Reinsurance Agreement, the REINSURER shall abide by the final decision of such court or of any appellate court in the event of an appeal. 48.3.5 The above-named are authorized and directed to accept service of process on behalf of the REINSURER in any such suit and/or upon the request of the REINSURED, to give a written undertaking to the REINSURED that they shall enter a general appearance upon the Reinsurer's behalf in the event such a suit shall be instituted. 48.3.6 Further, pursuant to any statute which makes provision therefore, the REINSURER hereon hereby designates the superintendent, commissioner or director of insurance or other officer specified for that purpose in the statute or his successor or successors in office as their true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the REINSURED or any beneficiary hereunder arising out of the Reinsurance Agreement, and hereby designates the above-named as the person to whom the said officer is authorized to mail such process or a true copy thereof.

AXA_XL 2021_P&C REINSURANCE_GENERAL CONDITIONS _PROPORTIONAL

AXA XL P&C GENERAL CONDITIONS PROPORTIONAL SLIP TEXT WORDING 2021 GC 1

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CHAPTER 5B

AXA XL GENERAL CONDITIONS


PROPORTIONAL 2021



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CONTENT

INTRODUCTION ............................................................................................................................ 4

DEFINITIONS ................................................................................................................................ 4

ARTICLE 1 GENERAL TERMS .......................................................................................................... 5

ARTICLE 2 REINSURER’S LIABILITY ................................................................................................. 6

ARTICLE 3 TERRITORIAL SCOPE ..................................................................................................... 6

ARTICLE 4 SPECIAL ACCEPTANCES ................................................................................................. 6

ARTICLE 5 PERIOD AND LOSS ATTACHMENT .................................................................................. 7

ARTICLE 6 BUSINESS AND EXCLUSIONS ......................................................................................... 7

ARTICLE 7 TREATY REINSURANCE EXCLUSION AMENDMENT (LLOYD’S BRUSSELS BUSINESS) .......... 7

ARTICLE 8 EXTRA CONTRACTUAL OBLIGATIONS AND EXCESS LIMITS LIABILITY .............................. 8

ARTICLE 9 FEDERAL TERRORISM EXCESS RECOVERIES .................................................................... 8

ARTICLE 10 REINSURED’S RETENTION AND LIMIT OF THE REINSURANCE ........................................ 9

ARTICLE 11 MULTICEDENT ............................................................................................................ 9

ARTICLE 12 REINSURANCE PREMIUM AND COMMISSION .............................................................. 9

ARTICLE 13 CASH CALL .................................................................................................................. 9

ARTICLE 14 NOTIFICATION OF CLAIMS .........................................................................................10

ARTICLE 15 ACCOUNTS AND SETTLEMENTS ..................................................................................10

ARTICLE 16 TAXES (GENERAL) ......................................................................................................10

ARTICLE 17 AUSTRALIAN TAX .......................................................................................................11

ARTICLE 18 FEDERAL EXCISE TAX ..................................................................................................11

ARTICLE 19 FOREIGN ACCOUNT TAX COMPLIANCE ACT (FATCA) ...................................................11

ARTICLE 20 BORDEREAUX ............................................................................................................11

ARTICLE 21 CURRENCY .................................................................................................................12

ARTICLE 22 INSPECTION OF RECORDS ..........................................................................................12

ARTICLE 23 DELAY, ERROR AND OMISSION...................................................................................12

ARTICLE 24 DUTY OF FAIR PRESENTATION ....................................................................................13

ARTICLE 25 INSOLVENCY ..............................................................................................................13

ARTICLE 26 SPECIAL TERMINATION ..............................................................................................15

ARTICLE 27 EU CONTRACT CONTINUITY (LMA5284) ......................................................................18

ARTICLE 28 EXTRAORDINARY EVENT ............................................................................................19

ARTICLE 30 ARBITRATION ............................................................................................................20

ARTICLE 31 CHOICE OF LAW AND JURISDICTION ...........................................................................22

ARTICLE 32 ENTIRE AGREEMENT ..................................................................................................22

ARTICLE 33 DATA PRIVACY ..........................................................................................................22



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ARTICLE 34 ANTI-BRIBERY ............................................................................................................24

ARTICLE 35 CORPORATE RESPONSIBILITY .....................................................................................25

ARTICLE 36 SANCTIONS ...............................................................................................................25

ARTICLE 37 CONFIDENTIALITY ......................................................................................................25

ARTICLE 38 SEVERABILITY ............................................................................................................26

ARTICLE 39 COUNTERPARTS PROVISION ......................................................................................27

ARTICLE 40 MODE OF EXECUTION ................................................................................................27

ARTICLE 41 SEVERAL LIABILITY (LMA3333 AMENDED VERSION) ....................................................27

ARTICLE 42 CONFLICT OF INTEREST ..............................................................................................28

ARTICLE 43 INTERMEDIARY .........................................................................................................28

ARTICLE 44 SURVIVAL OF THE REINSURANCE AGREEMENT ...........................................................28

ARTICLE 45 REINSURANCE CREDIT/REINSURANCE SECURITY .........................................................29

ARTICLE 46 SERVICE OF SUIT ........................................................................................................32



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Introduction






Definitions

The following terms apply throughout the Reinsurance Agreement and their meaning shall be as herein defined save as expressly stated to the contrary: Bribery means the offering, giving, requesting, receiving, facilitation, or authorization

of any bribe or inducement, which results in a personal gain or advantage to the recipient (or any person or body associated with the recipient) and which is intended to improperly influence a decision or an action of the recipient; and any action that is considered as an act of corruption or bribery by the applicable laws or regulations.



Gross Net Premium Income IBNR Limit

means the gross premium in respect of the Business for the period as received by the REINSURED (including reinstatement premiums) less return premiums, cancellations, and premiums for applicable reinsurance inuring to the Reinsurance Agreement. means incurred but not reported losses. means the amount of Risk the REINSURED cedes to the REINSURER



Original Insured



means gross premium in respect of the Business for the period as received by the REINSURED less brokerage, commissions, discounts, allowances, returns of premium, original profit commissions, premiums for reinsurance which inure to the benefit of the REINSURER hereon, no claims bonuses and any applicable taxes.

AXA XL PROPORTIONAL GENERAL CONDITIONS



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means the duration during which the Reinsurance Agreement is in force and which begins on the Effective Date and ends on the Expiry Date (or date of termination, if the Reinsurance Agreement is terminated in accordance with the terms of article “Special Termination” or by agreement), both dates inclusive. shall have the meaning set out in the Data Privacy Applicable Laws definition mentioned under article “Data Privacy”.


Policyholder Premium Income Reinsurance Premium Retention

means the owner of a Policy; usually, but not always, the Original Insured. means the amount of premium, as defined in the SPECIAL CONDITIONS. means the amount payable to the REINSURER, stated in the SPECIAL CONDITIONS, defined as a percentage of the Premium. means the amount or share of Risk the REINSURED retains. The part of the Risk which is not ceded to the Reinsurance Agreement


the REINSURED shall be the sole judge as to what constitutes a Risk. means that reinsurance is provided for claims arising from Policies incepting, renewing, resigning or treated as having been re-signed at the date when such risks, or part of the period of the risks, have reached any maximum period on any preceding period of reinsurance, during the Period.

Special Acceptances






REINSURER of the other part, (hereinafter referred to individually as a “Party” or collectively as the

“Parties”), both specified under the SPECIAL CONDITIONS 1.2 The REINSURED hereby agrees to cede and the REINSURER hereby agrees to reinsure the Policies defined in the article “Business”. 1.3 Any Business ceded hereunder is subject to the terms and conditions of the REINSURED's Policy or Policies, including but not limited to all changes in coverage and all endorsements made a part of such Policy or Policies, subject to the terms and conditions of the Reinsurance Agreement, the true intent of the Reinsurance Agreement being that the REINSURER shall, subject to the terms of the Reinsurance Agreement, follow the fortunes of the REINSURED in all respects under the Policies.

Accordingly, by way of illustration, subject to the terms and conditions of the Reinsurance Agreement,

should any regulatory or other legal restrictions of any state require the modification of any Policy to





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which the Reinsurance Agreement applies, the liability of the REINSURER will follow that of the

REINSURED. Further, by way of illustration, any increase in limits of liability made in such Policy or



retention as set forth under the article “REINSURED’s Retention and Limit of this Reinsurance” of the

SPECIAL CONDITIONS. 1.4 The Reinsurance Agreement replaces any written or oral agreement entered into previously by either of the Parties for the same Period and for the same Business.


herein will in any manner create any obligations or establish any rights in favour of, or be enforceable

by, any third parties except as provided hereunder in the articles “Reinsurance Credit/Reinsurance

Security” and “Insolvency”.


2.1 All loss settlements made by the REINSURED in respect of the Policies covered under the terms and conditions of the Reinsurance Agreement shall be binding upon the REINSURER including any costs and expenses incurred in connection with the litigation, arbitration, defence, investigation, appraisal, settlement and/or negotiation of a claim or loss (to include legal expenses and costs incurred in connection with coverage questions and legal actions connected thereto, such as declaratory judgment actions), costs incurred in connection with loss recovery, subrogation and salvage, adjustment costs such as expert fees, damages, costs and/or interest awarded against the REINSURED (including in respect of a breach of a material obligation, but not punitive damages as a separate head of claim or other obligations outside of the Policies) and professional fees and expenses (excluding salaries of all employees and office expenses of the REINSURED, except in house attorneys at pro rata share of salaries calculated in accordance with the time occupied in adjusting, defending and settling such loss) reasonably incurred in connection therewith. 2.2 Notwithstanding the foregoing, an ex gratia payments, being payments for pure commercial reasons by the REINSURED where the REINSURED is not liable under the terms and conditions of the relevant Policies, shall only be binding upon the REINSURER following its prior approval thereof. . 2.3 The REINSURED may effect facultative reinsurance cessions for any Risk. 2.4 Policies granted by the REINSURED wherein the REINSURED is named as the Original Insured either alone or jointly with another insured shall not be excluded from cover under the Reinsurance Agreement.




4.1 Special Acceptances in force at inception of the Reinsurance Agreement shall be covered hereunder, provided such Special Acceptances are declared within the renewal information by the REINSURED.

4.2 Special Acceptances shall be agreed or refused by the REINSURER within 5 (five) Working Days from the receipt of the REINSURED’s request. If no response, of any kind, has been received by the REINSURED within these 5 (five) Working Days, the Special Acceptances will be considered as approved by the REINSURER. 4.3 Special Acceptances classified and submitted as urgent by the REINSURED shall be agreed or refused by the REINSURER within 3 (three) Working Days from the receipt of the REINSURED’s



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request. If no response, of any kind, has been received by the REINSURED within these 3 (three) Working Days, the Special Acceptances will be considered as approved by the REINSURER. 4.4 If the REINSURER judges that more information is necessary, in order to agree or refuse the Special Acceptances, the REINSURER may request reasonable additional information to agree or refuse the Special Acceptances within 2 (two) Working Days from the receipt of the REINSURED’s reasonable additional information. 4.5 If no response, of any kind, has been received by the REINSURED within these 2 (two) Working Days, after the reasonable additional information were provided the Special Acceptances will be considered as approved by the REINSURER. 4.6 It is agreed that any Special Acceptances for a Risk granted by a subsidiary, affiliate or parent company of the REINSURER (on an underlying reinsurance agreement or retrocession agreement is automatically accepted for the same risk by the REINSURER


5.1 Effective Date The Reinsurance Agreement shall take effect on the Effective Date specified in the SPECIAL CONDITIONS 5.2 Expiry Date The Reinsurance Agreement shall terminate on the Expiry Date specified in the SPECIAL CONDITIONS, unless extended in accordance with the terms of the “Extraordinary Event” article or terminated in accordance with the terms of the “Special Termination” article, in which case the Expiry Date shall be the last date of such extension or the effective date of early termination, as applicable. 5.3 Period The rights and obligations of both Parties to the Reinsurance Agreement shall remain in full force throughout the Period and as provided in the article “Survival of the Reinsurance Agreement”. Furthermore, in respect of losses occurring (and/or any other loss attachment provisions if provided for in the SPECIAL CONDITIONS) during the Period (or as provided under paragraph 5.4.2 of this article) such rights and obligations will remain after the Period, except as otherwise provided for in the Reinsurance Agreement. 5.4 Loss Attachment 5.4.1 The Reinsurance Agreement shall apply on a Risk Attaching Basis. If the Reinsurance Agreement is to operate on another loss attachment basis, it shall be specified in the SPECIAL CONDITIONS. 5.4.2 If the Reinsurance Agreement is on a Loss Occurring Basis and expires or is terminated while one or more Loss /Accident Occurrence/Risk (subject to the SPECIAL CONDITIONS) covered hereunder is in progress and/or declared, it is agreed that subject to the other GENERAL CONDITIONS, the REINSURER hereon is responsible as if the entire loss(es) or damage(s) had occurred prior to the expiration or termination of the Reinsurance Agreement, provided that no part of that Loss/ Accident Occurrence/ Risk is claimed against any renewal of, or contract replacing the Reinsurance Agreement.




In the event and to the extent that the Reinsurance Agreement may otherwise exclude ceded business arising out of any reinsurance treaty written by the REINSURED, this exclusion shall not apply to any reinsurance of Lloyd’s Insurance Company S.A., Brussels.



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8.1 The Reinsurance Agreement will protect the REINSURED, within the terms and conditions of the Reinsurance Agreement, where this reinsurance includes coverage for any Extra Contractual Obligations and/or Excess Limits Liability, as specified in the SPECIAL CONDITIONS.

8.2 The term "Extra Contractual Obligations" is defined as those liabilities not covered under any other provision of the Reinsurance Agreement and which arise from the handling of any claim on business covered hereunder, such liabilities arising because of, but not limited to, the: failure by the REINSURED to settle within the Policy limit, or by reason of alleged or actual negligence, fraud or bad faith in rejecting an offer of settlement, or in the preparation of the defense or in the trial of any action against its Original Insured, or in the preparation or prosecution of an appeal consequent upon such action.

8.3 "Excess Limits Liability" is defined as any amount payable in excess of the REINSURED's Policy limit, such liabilities arising because of, but not limited to, alleged or actual negligence, fraud, or bad faith in failing to settle and/or rejecting a settlement within the policy limit, or in the preparation of the defense or in the trial of any action against the Original Insured, or in the preparation or prosecution of an appeal consequent upon such action. Excess Limits Liability is any amount for which the REINSURED would have been contractually liable to pay had it not been for the limit of the reinsured Policy.

8.4 The date on which any Extra Contractual Obligation and/or Excess Limits Liability is incurred by the REINSURED will be deemed, in all circumstances, to be the date of the original loss.

8.5 However, this article will not apply where the loss has been incurred solely due to the fraud of a member of the Board of Directors or a corporate officer of the REINSURED acting individually, collectively, or in collusion with any individual or corporation or any other organization or party involved in the presentation, defense, or settlement of any claim covered hereunder.

8.6 With respect to any New York domiciled reinsurers only, in no event will coverage be provided to the extent that such coverage is not permitted under New York State law.


9.1 Should the financial assistance actually paid to the REINSURED pursuant to TRIA (as defined below) for acts of terrorism covered by the Reinsurance Agreement combined with the REINSURED's total private-sector reinsurance recoveries for such acts of terrorism subject to TRIA exceed the amount of insured losses paid by the REINSURED for such acts of terrorism, then the REINSURED will reimburse such excess amount (the "excess TRIA recovery") to the REINSURER on a pro-rata basis. Such pro-rata share will be calculated by dividing the REINSURER’s payment under the Reinsurance Agreement of insured losses subject to TRIA for the period of the Reinsurance Agreement by the REINSURED’s total private-sector reinsurance recoveries arising from such acts of terrorism covered under the Act during the period of the Reinsurance Agreement and multiplying the result by the excess TRIA recovery. 9.2 For the purposes of this article, "TRIA" is understood to be the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Extension Act of 2005, the Terrorism Risk Insurance Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015, as amended or replaced ("TRIA" or the "Act"). In addition, all references to "financial assistance actually paid to the Reinsured", "acts of terrorism covered by this Reinsurance Agreement", "private-sector reinsurance recoveries", and "insured losses paid by the Reinsured" are understood to apply only in respect of the classes of business covered hereunder.

9.3 Payment will be made as promptly as possible after the REINSURED's receipt of any recovery in excess of its insured losses. The REINSURED will provide the REINSURER with all necessary data respecting the transactions covered under this article. Such payment to the REINSURER will apply unless disallowed by the U.S. Department of the Treasury in accordance with the provisions of TRIA.



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9.4 The intent of this provision is that to the extent the REINSURED makes recoveries under the Act that relate to specific claims affecting this Agreement, a proportionate amount of the excess TRIA recovery from the Act will be returned to the REINSURER hereunder. Allocation of excess TRIA recoveries under the Act back to individual claims hereunder will be made in the REINSURED’s reasonable judgment; however, it is recognized that where multiple lines of business/multiple agreements/multiple risk-bearing entities within the companies included in the definition of "REINSURED" and other affiliated companies are involved, it may not be possible to allocate excess TRIA recoveries under the Act on a straight pro-rata basis. The allocation of excess TRIA recoveries will be made separately for each payment to the REINSURED under the Act, and not on the aggregate of payments for any one calendar year basis.

Article 10 Reinsured’s Retention and Limit of the Reinsurance

The type and amount of the REINSURED’s Retention and the Limit of the Reinsurance Agreement are set out in the SPECIAL CONDITIONS.


11.1 The retention of the REINSURED and the liability of the REINSURER and all other benefits accruing to the REINSURED as provided in the Reinsurance Agreement or any amendments hereto, will apply to the affiliated companies comprising the REINSURED as a group and not separately to each of the affiliated companies. 11.2 Nevertheless, the REINSURER and each reinsured company within the definition of "REINSURED" in the Reinsurance Agreement agree to honour the terms set forth herein as if the Reinsurance Agreement were a separate agreement between the REINSURER and each reinsured company. This will not operate so as to increase either the REINSURER’s or the REINSURED's liability under the Reinsurance Agreement. 11.3 Any conduct or misconduct or allegation of conduct or misconduct including any omission in relation or connection with or under the Reinsurance Agreement by one reinsured company will not affect the validity, amount or terms of the cover available to the other reinsured companies. In the event of a dispute or difference arising between the REINSURER and one or more of the entities comprising the REINSURED, the Reinsurance Agreement will continue without prejudice to the rights of those reinsured companies which are not in dispute including their rights to recover under the Reinsurance Agreement. 11.4 Loss notices, reports and premium payments made to the REINSURER are to be in sufficient detail to identify what portion of any premium or loss relates to each reinsured company.


12.1 The REINSURED shall pay to the REINSURER the latter’s share of the Premium Income received by the REINSURED in respect of all Policies. 12.2 A reinsurance commission (“the Reinsurance Commission”) is payable to the REINSURED in an amount corresponding to the percentage of the Premium which is specified in the SPECIAL

CONDITIONS.


13.1 Unless otherwise stated in the SPECIAL CONDITIONS, whenever the amount of loss payment(s) exceed(s) the threshold stated in the SPECIAL CONDITIONS, and the REINSURED makes a Cash Call request, the REINSURER shall pay that part of the claim equivalent to its proportionate share to the REINSURED, within 10 (ten) Working Days upon receipt of such request. Cash Call request(s) may include any amount which is scheduled to be paid by the REINSURED within the next 25 (twenty-five) Working Days from the Cash Call request.



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13.2 Claims reports and/or salient claim information such as proof of loss and/or loss adjustor’s payment




14.1 Where a claim equals or exceeds the threshold specified in the SPECIAL CONDITIONS, the REINSURED shall give written notice of such claim to the REINSURER as soon as practicable upon receiving knowledge thereof, and shall thereafter keep the REINSURER fully informed of all significant developments, including supporting document and information in respect of such claim as soon as practicable on receiving knowledge thereof. 14.2 The REINSURED will at its full discretion and in a reasonable and proper business-like manner determine what constitute a claim or loss covered under the REINSURED's Policy(ies) and as to the REINSURED's liability thereunder. The REINSURED will, at its sole discretion and in a reasonable and proper business-like manner, adjust, settle, or compromise all claims and losses. All such adjustments, settlements, and compromises will be unconditionally binding on the REINSURER in proportion to its participation hereon. 14.3 The REINSURED will likewise at its sole discretion, commence, continue, defend, or withdraw from actions, suits or proceedings and generally handle all matters related to all claims and losses.


15.1 The REINSURED will send to the REINSURER an account established in the Currency or Currencies specified in the SPECIAL CONDITIONS not later than thirty five (35) Working Days after the end of the accounting period (or within a shorter time limit if so stated in the SPECIAL CONDITIONS). Amounts falling to the share of the REINSURER will be due and payable immediately and in any event within ten (10) Working Days. Notwithstanding the foregoing, any errors detected after the ten (10) Working Days period may be notified no later than end of the following accounting period by written notice and, if the Parties agree an adjustment is required, the accounting position shall be rectified in the account relating to the following accounting period. 15.2 The REINSURED and the REINSURER may offset any balance or amount due from one Party to the other under the Reinsurance Agreement. If the REINSURED is comprised of more than one entity, offset will only be permitted between the entity owed or owing any balance and the REINSURER. In the event of insolvency of either the REINSURED or the REINSURER, offset will only be permitted in accordance with Section 7427 of the New York Insurance Law so far as applicable, and provided that if the REINSURED is comprised of more than one entity then the general right of offset in this article will not be affected in respect of any entity that is not insolvent. 15.3 Where the REINSURED is authorized under the Insurance Companies Act (Canada) to insure in Canada risks, for the purpose of this article, the branch of a company in Canada will be considered as a Party separate and distinct from the REINSURED and the right of offset provided for in this article will belong to and be applied against that branch as though it were a separate and distinct Party. Further, in the event of insolvency of a Party hereto, offsets shall only be allowed in accordance with the Insolvency article (Canadian version).





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17.1 Australian Goods and Services Tax 15.1.1 Premium Any amount shown as payable under the Reinsurance Agreement does not include Australian goods and services tax (“GST”) and, where applicable, will be calculated with reference to the GST-exclusive premiums payable to the member companies of the REINSURED by its Original Insureds. 17.1.2 Claims The amounts due under the Reinsurance Agreement will be calculated after accounting for any adjustment under the GST legislation to which the REINSURED is entitled on settlement of claims to its Original Insureds on recoveries from any third parties, and any Input Tax Credit to which they are entitled on acquiring goods or services for the purpose of settlement of an original claim. 17.1.3 Changes in Legislation If the effect of the GST is changed as a result of any new amendment, enactment, judicial or Australian Tax Office-advised interpretation or application of any law, the Parties must as soon as possible and in good faith negotiate an appropriate amendment to the Reinsurance Agreement. 17.2 Australian Withholding Tax 15.2.1 The REINSURER has agreed to allow for the purpose of paying the Australian withholding tax (as imposed under Division 15 of Part III of the Income Tax Assessment Act 1936 (ITAA 1936)) the applicable percentage of the premium payable hereon to be deducted from the amount of premium to be transmitted to the REINSURER to the extent such premium is subject to the Australian withholding tax. 17.2.2 In the event of any return of premium becoming due hereunder the REINSURER will deduct the applicable percentage from the return premium payable hereon and the REINSURED or its agent should take steps to recover the tax from the Australian Government.

Article 18 Federal Excise Tax




19.1 The REINSURER will provide to the REINSURED its FATCA compliant documentation on or before the effective date of the Reinsurance Agreement. To the extent the REINSURER is subject to the deduction and withholding of premium payable hereon and has not provided the requisite filing form as set forth in the Foreign Account Tax Compliance Act (Sections 1471-1474 of the Internal Revenue Code), the REINSURER agrees to allow such withholding from the premium payable under the Reinsurance Agreement. Such withholding will not affect the validity of the Reinsurance Agreement or provide the REINSURER with any rights of cancellation, offset or the like.



If applicable as specified in the SPECIAL CONDITIONS, as soon as practicable after the close of each accounting period the REINSURED shall furnish the REINSURER with bordereaux broken down according to classes of insurance and types of cession showing details of the Business (paid and



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outstanding losses, premiums and special acceptances if any) made under the Reinsurance Agreement.

Article 21 Currency

21.1 Within the scope of the Reinsurance Agreement, all amounts must be stated, all financial statements must be prepared and all payments must be made in the currency or currencies specified in the SPECIAL CONDITIONS (“Currency”). 21.2 Currencies other than the Currency or Currencies in which the Reinsurance Agreement is written shall be converted into that Currency at the rate of exchange as used in the accounts of the REINSURED.


















22.4 Further, it is understood, and the REINSURER agrees that such access may be subject to the execution of a reasonable confidentiality agreement and may be restricted, in certain circumstances, by confidentiality agreements between the REINSURED and its Policyholders, or by law or government restrictions. Nothing in this article requires the REINSURED to maintain or to make available any of its Records for longer than the period required by the laws or regulations applicable to that REINSURED.





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b. if the breach is in relation to a variation of the Reinsurance Agreement, the REINSURER (i) may treat the Reinsurance Agreement as having been terminated with effect from the time that the variation was made; and (ii) need not return any of the premiums paid.


a. Where the Reinsurance Agreement is governed by the laws of England and Wales, the “Duty of Fair Presentation” means the duty imposed by section 3(1) of the Insurance Act 2015. A breach of the Duty of Fair Presentation is “deliberate or reckless” if the REINSURED (a) knew that it was in breach of the Duty of Fair Presentation; or (b) did not care whether or not it was in breach of that duty;

b. Where the Reinsurance Agreement is governed by New York law, the “Duty of Disclosure” means the duty of the REINSURED to disclose to the REINSURER all facts that materially affect the risk of which the REINSURED was or should have been aware would have affected the REINSURER’s decision and of which the REINSURER had no reason to be aware.

Article 25 Insolvency

25.1 This article will apply severally to each reinsured company referenced within the definition of "REINSURED". Further, this article and the laws of the domiciliary jurisdiction will apply in the event of the insolvency of any company intended to be covered hereunder. In the event of a conflict between any provision of this article and the laws of the domiciliary jurisdiction of any REINSURED intended to be covered hereunder, that domiciliary jurisdiction's laws will prevail. 25.2 Save as provided in paragraphs 25.5 and 25.6 below, in the event of the insolvency of the REINSURED, or other similar proceedings, and the appointment of a liquidator, receiver, or other statutory successor, reinsurance due under the Reinsurance Agreement will be payable, with reasonable provision for verification, on the basis of the liability of the REINSURER resulting from claims allowed against the REINSURED in the liquidation or similar proceeding without diminution because such liquidator, receiver or other statutory successor has failed to pay all or a portion of any claims. 25.3 Payments by the REINSURER as set forth above will be made directly and exclusively to the REINSURED or to its liquidator, receiver or other statutory successor, except (where applicable) as provided by subsection (a) of section 4118 of New York Insurance Law or except (a) where this Agreement specifies another payee in the event of the insolvency, or (b) the REINSURER, with the consent of the direct insureds, has assumed such policy obligations of the Reinsured as direct obligations to the payees under such policies in substitution for the obligations of the Reinsured to such payees. 25.4 In the event of the insolvency of the REINSURED, or other similar proceedings, the liquidator, receiver or other statutory successor will give written notice of the pendency of a claim against the REINSURED under policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of such claim, the REINSURER has the right but not the duty to investigate said claim and interpose in the proceeding where the claim is to be adjudicated, at its own expense, any defense that they may deem available to the REINSURED, or its liquidator or receiver. The expense thus incurred by the REINSURER will be chargeable against the REINSURED, subject to court approval, against the insolvent company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the REINSURED solely as a result of the defense undertaken by the REINSURER. Where two or more REINSURERS are involved in the same claim and a majority in interest elects to interpose defense to such claim, the expense will be apportioned in



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accordance with the terms of this article as though such expense had been incurred by the REINSURED. 25.5 Insolvency (Applicable to Canadian Branches) 25.5.1 In the event of the insolvency of the REINSURED, reinsurance under the Reinsurance Agreement shall be payable by the REINSURER directly to the REINSURED’s Chief Agency in Canada, or to its liquidator, receiver, or statutory successor appointed in Canada, on the basis of the liability of the REINSURED under the Reinsurance Agreement without diminution because of the insolvency of the REINSURED. 25.5.2 The REINSURED, or its liquidator, receiver or statutory successor, shall give written notice to the REINSURER of the pendency of any claim against the REINSURED on any original policies reinsured which might affect the Reinsurance Agreement within a reasonable time after such claim is filed in the insolvency proceedings. The REINSURER may investigate and/or defend any such claim in the place of the REINSURED. The expense thus incurred by the REINSURER shall be chargeable, subject to court approval, against the REINSURED as part of the expense of liquidation to the extent of the proportionate share of the benefit which may accrue to the REINSURED solely as a result of the defense undertaken by the REINSURER. 25.5.3 In the event of the insolvency of the REINSURED, the REINSURER shall be entitled to offset any debts due or accruing due to the REINSURED under the Reinsurance Agreement at the commencement of the winding-up of the REINSURED against any debts due or accruing due to the REINSURER by the REINSURED under the Reinsurance Agreement at the commencement of the winding-up of the REINSURED. For greater certainty, it is understood and agreed that the REINSURER shall not be entitled for any reason whatsoever to: (i) exercise any offset rights (whether by operation of law, equity, agreement or otherwise) other than as set forth in the preceding sentence; or (ii) offset (whether by operation of law, equity, agreement or otherwise) any debts due or accruing due the REINSURED under the Reinsurance Agreement against any debts due or accruing due to the REINSURER by any other company reinsured under the Reinsurance Agreement or any other agreement between the REINSURER and any such company. 25.5.4 In the event of the insolvency of the REINSURER, all amounts due but not paid to the REINSURER by the REINSURED on such date under the Reinsurance Agreement and any other reinsurance agreement, regardless of the date on which they became due, and all amounts which become due to the REINSURER by the REINSURED after that date under the Reinsurance Agreement and any other reinsurance agreement may be retained by the REINSURED and offset against the amounts due by the REINSURER under the Reinsurance Agreement and any other reinsurance agreement, whether they were due before the insolvency or became due after. The balance, if any, shall be payable by the REINSURED to the REINSURER at the expiry of all liability under the Reinsurance Agreement and any other reinsurance agreement. 25.5.5 Notwithstanding any other provision of the Reinsurance Agreement, in the event of the insolvency of the REINSURED subject to the Winding-up and Restructuring Act (Canada); (i) the Reinsurance Agreement will be governed by and interpreted under the laws of the province of Canada in which the Chief Agent is ordinarily resident, and the laws of Canada applicable therein, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws; (ii) the Parties to the Reinsurance Agreement hereby irrevocably attorn to the non-exclusive jurisdiction of the courts of such province and the courts competent to hear appeals therefrom with respect to any matter arising under or related to the Reinsurance Agreement; and (iii) all disputes with respect to any matter arising or related to this article – Insolvency, including without limitation, its enforceability, application or interpretation shall be determined exclusively by the court of such province and the courts competent to hear appeals therefrom, and not by arbitration. 25.6 Insolvency (Applicable to Australian Branches) 25.6.1 Where an Insolvency Event occurs in relation to the REINSURED the following terms shall apply (and, in the event of any inconsistency between these terms and any other terms of the Reinsurance Agreement, these terms shall prevail):

1. Notwithstanding any requirements in the Reinsurance Agreement that the REINSURED shall actually make payment in discharge of its liability to its Policyholder before becoming entitled to payment from the REINSURER:

i. the REINSURER shall be liable to pay the REINSURED even though the REINSURED is unable actually to pay, or discharge its liability to, its Policyholder;



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ii. the REINSURER will continue to pay claims and cooperate with the REINSURED’s conduct

and settlement of claims on the same basis as if the REINSURED was solvent, but;

iii. nothing in this clause shall operate to accelerate the date for payment by the REINSURER of any sum which may be payable to the REINSURED, which sum shall only become payable as and when the REINSURED would have discharged, by actual payment, its liability for its current net loss but for it being the subject of any Insolvency Event.

2. The existence, quantum, valuation and date for payment of any sum which the REINSURER is liable to pay the REINSURED under the Reinsurance Agreement shall be those and only those for which the REINSURER would be liable to the REINSURED if the liability of the REINSURED to its Policyholders had been determined without reference to any term in any composition or scheme of arrangement or any similar such arrangement, entered into between the REINSURED and all or any part of its Policyholders, unless and until the REINSURER serves written notice to the contrary on the REINSURED in relation to any composition or scheme of arrangement. 3. The REINSURER shall be entitled (but not obliged) to set-off, against any undisputed sum which it may be liable to pay the REINSURED, any undisputed sum for which the REINSURED is liable to pay the REINSURER. An Insolvency Event shall occur if: a. i. (in relation to 1., 2. and 3. above) a winding up petition is presented in respect of the

REINSURED or a provisional liquidator is appointed over it or if the REINSURED goes into administration, administrative receivership or receivership or if the REINSURED has a scheme of arrangement or voluntary arrangement proposed in relation to all or any part of its affairs; or ii. (in relation to 1. above) if the REINSURED goes into compulsory or voluntary liquidation; or, in each case, if the REINSURED becomes subject to any other similar insolvency process, and

b. the REINSURED is unable to pay its debts as and when they fall due within the meaning of

section 95A of the Corporations Act 2001 (or any statutory amendment or re-enactment of that section) of the Commonwealth of Australia, or any equivalent Act in any other country.






The REINSURER:

(i) is acquired or controlled by any other party (an acquisition or change in control will only have occurred if a person unaffiliated with the REINSURER directly or indirectly acquires thirty percent (30%) or more of the voting stock of the REINSURER, or of any person owning or controlling the REINSURER, or of stock convertible into thirty percent (30%) or more of such voting stock), or




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(iv) sells, assigns or otherwise transfers its participation in the Reinsurance Agreement to an affiliated entity within its holding company system and the policyholders’ surplus of the affiliated entity is at least twenty percent (20%) less than the REINSURER’s policyholders’ surplus as at the end of the most recent calendar quarter immediately preceding the sale/assignment/transfer, or





(ix) has transferred its claims-paying authority under the Reinsurance Agreement to an unaffiliated entity or in any way has delegated its obligations under the Reinsurance Agreement to an unaffiliated entity without the prior written consent of the REINSURED; provided, however, the transfer of claims-paying authority or administration to a third party where the REINSURER maintains control over claims settlement decisions, or the agreement by a Lloyd’s syndicate to follow claims settlements procedures under Lloyd’s Claims Scheme (Combined) or agreement by an International Underwriting Association of London company to follow IUA Claims Agreement practices, will not constitute a transfer of its claims-paying authority for purposes of this sub-paragraph, or has failed to comply with the provisions set forth in the funding requirements of the article Reinsurance Credit; Reinsurance Security; or

(x) i. The Standard & Poor’s Insurer Financial Strength rating of the REINSURER is withdrawn (by either Standard & Poor’s or the REINSURER) or falls below “A”; or









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(xi) 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 REINSURED is incorporated or has its principal office or the country from which the Reinsurance Agreement is placed and the country in which the REINSURER is incorporated or has its principal office as a result of war, currency regulations or any circumstances arising out of political, financial or economic emergency, other than an event associated with economic and monetary union in the European Union.

26.3 Termination by the REINSURED will be effected by written notice of termination and will be effective upon receipt of said notice by the REINSURER. 26.4 If the REINSURED terminates the REINSURER’s participation in the Reinsurance Agreement under this article, it will have the option of terminating it on either a cut-off or run-off basis. The REINSURED will notify the REINSURER in the notice of termination as to whether the REINSURER’s participation in the Reinsurance Agreement will be terminated on a cut-off or run-off basis. If the REINSURED elects to terminate the REINSURER’s participation in the Reinsurance Agreement on a run-off basis, it can, at any time thereafter, elect to terminate the REINSURER’s participation in the Reinsurance Agreement on a cut-off basis effective upon receipt of written notice of the change by the REINSURER.


26.6 In the event of a cut-off termination by the REINSURED, the REINSURER will return the unearned pro rata portion of premiums paid to it for exposures no longer covered as provided for in the Reinsurance Agreement, it being understood that the REINSURER will only be entitled to retain a pro rata portion of premiums earned through the date of the termination of its participation in the Reinsurance Agreement and, further, the minimum premium provisions of the Reinsurance Agreement, if any, will be waived. In the event of run-off termination, the applicable premium shall continue to be earned through the run-off period, unless otherwise agreed. The calculation of return premiums hereunder will be based upon the method of termination (cut-off or run-off basis) and the manner by which risks and exposures reinsured by the REINSURER hereunder attach to the Reinsurance Agreement.





If the REINSURER disagrees with the REINSURED’s Calculation, at the time of so notifying the REINSURED, it will provide the REINSURED with its calculation of the REINSURER’s Obligations (the “REINSURER’s Calculation”). Within ten (10) calendar days of the date that such notice is received by the REINSURED, the Parties will endeavor to agree upon the selection of an independent actuary to determine the value of all remaining REINSURER’s Obligations under the Reinsurance Agreement, such selection to be contingent upon said actuary’s written confirmation to both Parties of his/her ability to perform the review and provide an opinion of the value of all remaining REINSURER’s Obligations under



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the Reinsurance Agreement within thirty (30) calendar days of receipt of all appropriate documentation from the REINSURED.

If the Parties cannot agree upon an independent actuary within said ten (10) calendar day period, each will, within ten (10) calendar days thereafter, provide the other Party with the names of two independent actuaries who are members of the American Academy of Actuaries (AAA) or fellows of the Institute and Faculty of Actuaries (IFA) or of another actuarial society recognised by the AAA or IFA as having equivalent status or two independent actuaries from the following consulting firms Milliman, Deloitte or Ernst & Young, and within five (5) calendar days thereafter, each will strike the name of one of the other Party’s independent actuaries and thereafter select the independent actuary by drawing the name of one of the two remaining independent actuaries from a hat. If either Party fails to name its independent actuaries within the time period set forth above or otherwise fails to comply with any of the procedures, conditions or deadlines set forth above, the other Party will be entitled to select the independent actuary to determine the remaining REINSURER’s Obligations.


The independent actuary will determine the value of all remaining REINSURER’s Obligations under the Reinsurance Agreement within thirty (30) calendar days of receipt of all appropriate documentation from the REINSURED and will notify the Parties of such determination in writing, which determination will be binding on both Parties. The calculation of REINSURER’s Obligations by the independent actuary will take into account adjustment for net present value based upon the average annual rate of the European Over Night Index Average (EONIA) published by the European Central Bank / its successor Euro Short-Term Rate (ESTER) published by the European Central Bank or an equivalent rate mutually agreed by the Parties as of the termination date.


If the independent actuary fails to determine the remaining REINSURER’s Obligations within the thirty (30) calendar day period, the REINSURER will, within ten (10) calendar days following the end of said thirty (30) day period, provide the REINSURED with a Letter(s) of Credit (or other form of security acceptable to the REINSURED) that meets the REINSURED regulatory requirements from a bank and in a form acceptable to the REINSURED in an amount equal to the REINSURED’s Calculation. A Letter(s) of Credit will be issued to each REINSURED owed balances by the REINSURER under the Reinsurance Agreement in the amount listed in the REINSURED’s Calculations. Said Letter(s) of Credit will be released upon final payment of the remaining REINSURER’s Obligations by the REINSURER. For purposes of calculating the amount of the Letter(s) of Credit to be provided to each REINSURED owed balances by the REINSURER under the Reinsurance Agreement pursuant to the terms of this paragraph, the REINSURER will be credited with the amount of any collateral previously provided by the REINSURER to a REINSURED which collateral is presently in possession of such REINSURED.

The REINSURER will pay the amount determined by the independent actuary to be all remaining REINSURER’s Obligations under the Reinsurance Agreement within ten (10) calendar days of receipt of such determination. Full payment by the REINSURER, which payment has been received by the REINSURED, will constitute a complete and final release of both Parties in respect of any liability arising from the REINSURER’s participation under the Reinsurance Agreement


27.1 Subject to paragraph 27.2 (below), the occurrence of an event associated with membership of the European Union or economic or monetary union in the European Union will not have the effect of:

a. terminating; or b. altering or invalidating any term of or discharging or excusing performance under; or c. giving any Party a unilateral right to alter or terminate;

the Reinsurance Agreement.



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27.2 If, as a consequence of an event associated with membership of the European Union or economic or monetary union in the European Union, any participating REINSURER is no longer permitted by applicable law or regulation to perform any part of the Reinsurance Agreement:


b. such part (which the REINSURER is unable to perform) will be automatically terminated between that REINSURER and the REINSURED with effect from the date that the REINSURER is no longer permitted to perform the Reinsurance Agreement. Within fourteen (14) calendar days of such termination the relevant REINSURER will return any paid but unearned premium, which will be calculated as expressly provided in the relevant cancellation or termination provisions of the Reinsurance Agreement or, if there are no such cancellation or termination provisions, on a pro-rata basis for the time on risk. Unless otherwise provided, if any claim has been notified under the Reinsurance Agreement at or prior to the time and date of termination, the premium will be deemed to be fully earned and no return premium will be due.



b. the withdrawal from legal tender of the Euro; or c. the withdrawal from the Euro by one or more Member State(s); or d. the replacement of the Euro by any alternative single or unified currency by two or more Member

States (whether or not they remain members of the European Union) or the introduction of a new currency by a Member State (whether or not it remains a member of the European Union).




29.2 Should the ‘Extraordinary Event’ occur within 30 (thirty) calendar days of the Expiry Date and the Parties are, as a direct result of the ‘Extraordinary Event’, not able to finalize the renewal negotiation to reinsure the Business after the Expiry Date, then the Reinsurance Agreement shall be automatically extended for a period of 15 (fifteen) Working Days, subject to one-time tacit renewal in the assumption that the ’Extraordinary Event’ continues to extend its effects with the same consequences, but not exceeding 1 (one) month being the maximum ‘held covered period’ calculated at pro rata Reinsurance Premium from the original Expiry Date. 29.3 The Parties agree that (i) no reinstatement of Limit and no additional capacity and (ii) no reinstatement premium and no Reinsurance Premium additional to that specified in the SPECIAL CONDITIONS is payable by the REINSURED for the ‘held covered period’ except prior written agreement of the Parties. 29.4 For the purposes of this article, an ‘Extraordinary Event’ shall be considered to be exceptional circumstances where the Parties have (a) a significant part of their workforce engaged in renewal process affected by an epidemic as stipulated by a public health authority or, (b) no regular or reliable means of external communication and/or any reasonable access to the office and/or office systems and/or data, and are therefore prevented from engaging in their normal renewal exchanges.



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30.1 Except as otherwise provided in the article “Special Termination”, any dispute arising out of or relating to the Reinsurance Agreement or its breach, termination, formation or invalidity will be finally and fully determined by arbitration.

30.2.1 If more than one REINSURER under the Reinsurance Agreement or any other reinsurance agreement covering the same risk is in dispute with the REINSURED where there are common questions of law or fact, the REINSURER agrees that at the request of the REINSURED all such REINSURERS will constitute and act as one Party and communications will be made by the REINSURED to each of the REINSURERS constituting the one Party. It is agreed that the REINSURERS will have the right to assert several rather than joint defenses or claims and retain separate counsel. All affected REINSURERS will join and participate in one arbitration at the REINSURED’s written request to the REINSURERS within thirty (30) calendar days of the REINSURED’s appointment of its arbitrator, unless a REINSURER within ten (10) calendar days from receipt of the REINSURED’s written request, responds in writing to the REINSURED that it declines to participate in the arbitration, and that it unconditionally agrees to be bound by the decision and the award of the panel.

30.2.2 Unless otherwise agreed to by the Parties and subject to paragraph 30.2.5, all disputes involving business written only by REINSUREDS not domiciled in the U.S. will finally and fully be determined by arbitration to take place in London, England, and the laws of England and Wales will govern the rights of the Parties in respect of such business and the determination of such disputes under the provisions of ARIAS UK rules, for the time being in force. Any terms and conditions of the original policies and any obligations deriving therefrom which are or become governed by English law, rule, practice or jurisdiction under the Reinsurance Agreement will be construed as having the same meaning and/or effect under the Reinsurance Agreement as has been or would be given to them under the law, rule, practice or jurisdiction applicable to the original policies.

30.2.3 Unless otherwise agreed to by the Parties, all disputes involving business written only by U.S. domiciled REINSUREDs will finally and fully be determined by arbitration to take place in New York, New York and the laws of the State of New York will govern the rights of the Parties in respect of such business and the determination of such disputes. The Parties to the arbitration will each bear the fees and costs of their own arbitrator and one half of the fees and the costs of the third arbitrator (or the sole arbitrator in any proceeding conducted pursuant to paragraph 30.3.2 below) and all other fees (including legal fees), costs and expenses of the arbitration will be determined by the panel.

30.2.4 Subject to paragraph 30.2.5, in a dispute involving both U.S. domiciled and non-U.S. domiciled REINSUREDs, the REINSUREDs can elect to have two separate arbitrations in accordance with paragraphs 30.2.2 and 30.2.3 above or a single arbitration using either paragraph 30.2.2 or 30.2.3.

30.2.5 All disputes involving business written solely by the REINSURED’s Australian branch(es) will finally and fully be determined by arbitration to take place in Sydney, Australia and the law of the Commonwealth of Australia will govern the rights of the Parties in respect of such business and the determination of such disputes under the provisions of the ACICA Arbitration Rules, for the time being in force. Any terms and conditions of the original policies and any obligations deriving therefrom which are or become governed by Australian law, rule, practice or jurisdiction under the Reinsurance Agreement shall be construed as having the same meaning and/or effect under the Reinsurance



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Agreement as has been or would be given to them under the law, rule, practice or jurisdiction applicable to the original policies.

Arbitration Procedure

30.3.1 Any Party may, in the event of a dispute, notify the other Party of its desire to arbitrate the matter, and of the name of the arbitrator it has selected. The other Party will within thirty (30) calendar days select an arbitrator and simultaneously notify the Party desiring arbitration of the name of the second arbitrator.

30.3.2 If the other Party fails or refuses to nominate the second arbitrator in accordance with paragraph 30.3.1, the arbitration will be decided by the single arbitrator nominated by the Party requesting arbitration.

30.3.3 In the event that two arbitrators are chosen, they will, within thirty (30) calendar days after the appointment of the second arbitrator, choose a third arbitrator. In the event that they fail to do so within thirty (30) calendar days after the appointment of the second arbitrator: (i) where the dispute is to be decided by English arbitration, either of the Parties may, after notice to the other Party, apply to ARIAS UK for the appointment of a third arbitrator; (ii) where the dispute is to be decided by U.S. arbitration, the Parties will jointly apply to ARIAS U.S. for the appointment of a third arbitrator; and (iii) where the dispute is to be decided by Australian arbitration, ACICA will appoint the third arbitrator.

30.3.4 All arbitrators will be active or retired lawyers with not less than ten (10) years’ experience in insurance or reinsurance law or active or retired officers of insurance or reinsurance companies or Underwriters at Lloyd's, London with not less than ten (10) years’ experience and will not have a personal or financial interest in the Parties or the outcome of the arbitration. For the avoidance of doubt, the arbitrators will be completely impartial and disinterested in their respective appointing Parties and in the result of the arbitration.

30.4 The panel will fix, by a notice in writing to the Parties involved, a reasonable time and place for the hearing and may prescribe reasonable rules and regulations governing the course and conduct of the arbitration proceeding, including without limitation discovery by the Parties, which discovery may, at the discretion and order of the panel, include evidence regarding the formation, interpretation, purpose or intent of the Reinsurance Agreement.

30.5 The decision rendered by the majority of the arbitrators will be final and binding upon all Parties to the proceeding. The panel is prohibited from awarding punitive or exemplary damages in any award that it may enter. Judgment may be entered upon the award of the panel in any court having jurisdiction thereof.

30.6 In the event that this article is invalid, unenforceable or for any other reason cannot be performed, or any arbitration proceedings are stayed, set aside or injuncted, the Reinsurance Agreement will be subject to the exclusive jurisdiction of the English Courts in respect of non-US domiciled REINSUREDS companies (other than the REINSURED’s Australian branch(es) where any competent Court in the Commonwealth of Australia will have jurisdiction) and any Court of competent jurisdiction in the U.S. in respect of U.S. domiciled REINSUREDS (other than their Canadian branches where the Canadian courts will have exclusive jurisdiction), and further the REINSURER in respect of U.S. domiciled reinsured companies (including their Canadian branches) agrees at the request of the REINSURED to submit itself to such jurisdiction in accordance with the terms of the applicable Service of Suit article.

30.7 Notwithstanding the provisions of this article but subject always to paragraph 30.2.5, in the event that the total amount of the REINSURER’s share of any loss in dispute is USD 1,000,000 or less, or the REINSURER is a Run-Off Reinsurer (as hereinafter defined), any arbitration proceeding instituted under the Reinsurance Agreement will be conducted:

a. in accordance with the ARIAS UK Fast Track Arbitration Rules (if the arbitration proceeding involves business written only by reinsured company(ies) not domiciled in the U.S.); or



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b. the ARIAS U.S. Streamlined Rules for Small Claims Disputes (the “U.S. ARIAS Streamlined Rules”) (if the arbitration proceeding involves business written only by U.S. domiciled reinsured companies); or

c. In a dispute involving both U.S. domiciled and non-U.S. domiciled REINSUREDS, the REINSUREDS can elect to have two separate arbitrations in accordance with paragraphs 30.7a and 30.7b above or a single arbitration using either paragraph 30.7a or 30.7b.

provided, however, that the arbitrator qualification requirements set forth in paragraph 30.3.4 of this article will be applicable to any arbitration proceeding conducted in accordance with this paragraph 30.7.

30.8 For purposes of paragraph 30.7 of this article, a Run-Off Reinsurer means any REINSURER that:





e. in any other way, has assigned its interests or delegated its obligations under the Reinsurance Agreement to an unaffiliated entity.


The choice of Law and Jurisdiction are defined as per the article “Arbitration”.




33. 1 The Parties acknowledge and agree



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a. that they are each committed to protecting Personal Data of natural persons (“Data Subjects”), nonpublic information and informational systems of the REINSUREDs in accordance with applicable laws and regulations (e.g. laws based on European Directive 95/46/CE as amended and/or its replacement Regulation 2016/679 on 25 May 2018 (GDPR) as amended from time to time, the New York State Cyber Security Regulation for Financial Services Companies (23 NYCRR 500), and the Gramm-Leach Bliley Act (“Data Privacy Applicable Laws”));

b. with respect to GDPR, are each acting as data controller in respect of the Personal Data that

the Parties process under the Reinsurance Agreement.

c. are compliant with the Data Privacy Applicable Laws and shall under no circumstances make the other Party in breach with these laws and regulations. The REINSURER is aware of its obligations under the Data Privacy Applicable Laws and confirms its compliance with these laws and regulations;

d. have implemented and will maintain within their organisation appropriate policies and technical

security measures, including appropriate access controls and use of encryption, to protect the security, integrity, availability and confidentiality of the REINSURED’s Personal Data, nonpublic information and informational systems, and to prevent any breaches (e.g. of confidentiality) by their officers, representatives, employees or any other third party acting on their behalf. In determining what are appropriate technical security measures, account shall be taken of the risks presented by: (a) accidental or unlawful destruction, the loss, alteration or unauthorised disclosure of, or access to, Personal Data and nonpublic information transmitted, stored or otherwise processed; and (b) unauthorised access to information systems; and

e. have fulfilled legal requirements relative to the transfer of such Personal Data, nonpublic

information and informational systems. 33.2 Personal Data received by the REINSURER from the REINSURED which is subject to the GDPR shall not be:

a. used by the REINSURER other than in connection with performing its obligations under the Reinsurance Agreement and exercising its rights under the Reinsurance Agreement and/or, subject to the restrictions in the article “Confidentiality” below, in accordance with the purposes set out in the privacy notice of the REINSURER in accordance with article 14 GDPR “Privacy Notice”; or


c. transferred to a country outside the European Union (EU) without having implemented appropriate safeguards in accordance with the applicable laws and regulations (e.g. GDPR) except if such transfer is permitted by EU law (e.g. transfers to Authorized Locations (as defined

below)) or any EU Member Law applicable to the REINSURER. 33.3 In respect of Personal Data subject to the GDPR: a) no transfer shall be made to a processor or any other third party without prior specific or general

written authorisation of the REINSURED. It is understood however, that transfers within the European

Union or to countries subject to an adequacy level of protection or mechanisms such as, e.g Binding

Corporate Rules or EU Model Contract (including EU Standard Contractual Clauses) recognized by the

European Commission (as updated from time to time) (“Authorized Location”) for the purposes of

retrocession are considered as already accepted by the REINSURED, consequently no specific or

general written authorisation is required.

Notwithstanding the foregoing, the REINSURED may at any time request the REINSURER to provide a

list of countries outside an Authorized Location where (i) retrocessionaires or any other third party, to

whom the Personal Data has been transferred, are registered or (ii) the data is processed by any other

third party.

b) the REINSURER may engage a processor or any other third party for carrying out specific activities on behalf of REINSURER, ensuring the same data protection obligations as set out in the Reinsurance Agreement apply to that processor or any other third party by way of a contract or other law or regulation compliant with European Union or applicable EU Member State law.



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33.4 The REINSURER shall permit the REINSURED or its representative the right to audit REINSURER’s Data Privacy compliance with the terms of this article and shall grant the REINSURED or its representatives such access to its premises as may be needed to fully and promptly carry out the audit and obtain adequate information. Furthermore, the REINSURER acknowledges it has an obligation to provide the REINSURED with reasonable assistance during an audit conducted under this paragraph including, but not limited to, obtaining access to records, files and facilities. The REINSURED or its representative may request this audit on reasonable advance notice. The Parties shall agree the scope of the audit prior to engaging in this process. The REINSURED’s right to audit shall be exercised with a reasonable frequency (or immediately in case of evident breach by the REINSURER). Alternatively, the REINSURER will provide the REINSURED with : (i) an external independent audit report issued by an external auditor, both acceptable to the REINSURED; or (ii) a written and signed statement regarding the state of technical and organizational security measures relevant to the data transferred by the REINSURED under the Reinsurance Agreement and/or the REINSURER’s compliance with GDPR (i.e compliance letter). The statement shall be issued and signed by the Data Protection Officer, or an equivalent (i.e Compliance Officer) and a legal representative of the REINSURER. 33.5 Without prejudice to the generality of the foregoing, the REINSURED confirms that it has obtained and undertakes that it will obtain on a continuing basis all requisite consents from the Data Subjects both for its own compliance purposes, for the purposes of the Reinsurance Agreement and for the purposes of any underlying reinsurance (whether treaty or facultative) and retrocession. 33.6 Where required to do so by Data Privacy Applicable Laws, the REINSURED shall forward anonymized data of a Data Subject to the REINSURER, unless it is agreed between the Parties that Personal Data is necessary for administration, risk management and/or performance of the Reinsurance Agreement. Anonymized data means that the data does not allow the REINSURER to identify the Data Subject. 33.7 The REINSURED will support the REINSURER to fulfil the REINSURER’s obligations under the GDPR towards the Data Subject without undue delay, including but not limited to providing the Data Subject with the information the REINSURER is required to provide to the Data Subject, and informing the REINSURER about any requests for rectification or deletion. 33.8 To the extent permitted or required by the Data Privacy Applicable Laws, each Party shall notify the other Party without undue delay upon becoming aware of data breaches.


34.1 The Parties acknowledge and agree that they (i) are committed to prohibit Bribery; and (ii) have implemented and will maintain within their organization policies or codes prohibiting any such actions by their officers, representatives, or employees and towards any other third party acting on their behalf. 34.2 To the extent permitted by the applicable law, each Party shall notify the other Party as soon as practicable upon becoming aware that an activity carried out in connection with the Reinsurance Agreement has or may have contravened this obligation or any applicable anti-Bribery law or regulation. 34.3 A Party may at any-time request reasonable evidence of the other Party’s compliance with its obligations under this article. To the extent permitted by the applicable law, either Party (“the requesting Party”) may also at any time request from the other Party (“the disclosing Party”) a list of all gifts and entertainment and any other benefits in excess of Euros 500 (five hundred) cumulatively, offered or provided by or on behalf of the disclosing Party to the requesting Party’s officers, employees, affiliates, agents, subcontractors, or any other third party acting on the requesting Party’s behalf, and which is related to the placement or operation of the Reinsurance Agreement, provided that the disclosing Party maintains such a list in its ordinary course of business. However, the disclosing Party will provide all information which he can provide without incurring a disproportionate expense.



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35.1 The Parties acknowledge that the AXA Group adheres to certain principles and practices designed to ensure that the AXA Group does business in a socially responsible manner by promoting sustainable development in its business through commitments towards its principal stakeholders (clients, suppliers, employees, environment, shareholders and community) as more fully set forth in the AXA Group Compliance and Ethics Guide published on the AXA Group website. The AXA Group encourages the Parties to be socially and environmentally responsible and, in particular, seeks open dialogue on these issues. 35.2 In addition, as part of the AXA Group’s principles and practices of sustainable development, the AXA Group requires the Parties to observe the following three main specific International Labour Organization (ILO) principles: (i) refrain from using, or accepting that their own suppliers and sub-contractors make use of child labour (under 15 years of age) or forced labour; (ii) ensure staff safe and healthy working conditions and environment, respecting individual and collective liberties; and (iii) promote non-discrimination (sex, race, religion or political conviction) as regards staff recruitment and management. For more information, see the ILO website.




37.1 The Parties agree that the documents, records, information and data (including Personal Data), including but not limited to terms and conditions and all renewal information, provided to the REINSURER or its representatives or agents by the REINSURED, whether directly or through an authorized agent/broker, in connection with the placement of, or their participation in the Reinsurance Agreement or in connection with any review of the REINSURED’s files, records or documents pursuant to the terms of any provisions of the Reinsurance Agreement ("Confidential Information") are confidential to the REINSURED. 37.2 Confidential Information does not include documents, records, information or data that the REINSURER can show:

a. are publicly known or have become publicly known through no unauthorized act of the REINSURER or any third party associated with the REINSURER; or

b. have been rightfully received by the REINSURER from a third person without obligation of confidentiality; or

c. were in the REINSURER’s possession on a non-confidential basis prior to receipt from the REINSURED.


a. when required to disclose such Confidential Information to retrocessionaires subject to the business ceded to the Reinsurance Agreement; or

b. when required to disclose such Confidential Information to regulators performing an audit of the REINSURER's records and/or financial condition; or



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c. when required to disclose such Confidential Information to external auditors performing an audit

of the REINSURER's records in the normal course of business; or

d. on a “need to know” basis, to its officers, directors, employees, agents, representatives and professional advisors, and to any of its affiliates solely for administration, risk management, claims handling and accounting purposes.

37.4 The REINSURER shall ensure that all parties who receive Confidential Information in accordance with this article are fully informed of these provisions and that they will be bound by the restrictions and obligations in this article. The REINSURER is responsible for any breach of this article by any such party. 37.5 The REINSURER agrees not to use any Confidential Information for any purposes except those related solely to the performance of its obligations or enforcement of its rights under the Reinsurance Agreement or for administration, risk management, claims handling and accounting purposes relating to the subject reinsurance business. 37.6 The REINSURED shall be immediately informed, by the REINSURER, of any breach of this article which the REINSURER becomes aware of. 37.7 Notwithstanding the above, in the event that the REINSURER is required by court order, other legal process or any regulatory authority to release or disclose any or all of the Confidential Information, the REINSURER agrees, to the extent permitted by law, to provide the REINSURED with written notice of the same at least ten (10) Working Days prior to such release or disclosure and to use all its commercially reasonable efforts to assist the REINSURED in maintaining the confidentiality provided for in this article. If a protective order or other remedy is not obtained and a waiver hereunder is not received, the REINSURER will disclose only that portion of the Confidential Information which is legally required and will use its commercially reasonable efforts to obtain assurances from the recipients of any or all of the Confidential Information that confidential treatment will be accorded to such Confidential Information. 37.8 At the written request of the REINSURED, the REINSURER will either return the Confidential Information to the REINSURED or destroy the same, both with written confirmation to the REINSURED, and the REINSURER will not retain any such copies of such materials in whole or in part except that the REINSURER will be entitled to retain that portion of the Confidential Information which it requires for (a) legal, regulatory or internal compliance purposes for the sole purpose of dealing with any claims made with regard to the Reinsurance Agreement, or internal risk, exposure and portfolio management activities which would not compromise confidentiality, or (b) that is retained in computer back-up, disaster recovery or archive systems. Any Information so retained will continue to be treated as confidential on the terms of this article. 37.9 The REINSURER and the REINSURED agree and understand that, notwithstanding any pending or future disputes between them or any claims relating to or arising from such disputes, the provisions of this article are not intended to create a license to use such Confidential Information and should not be construed as a waiver of any confidentiality or privilege over such material for any other purpose and such confidentiality and privileges are expressly reserved. 37.10 Any breach or threatened breach of this article will constitute a breach that might cause irreparable injury, not readily measured in money, and for which the REINSURED, without waiving any other remedies or rights at law or in equity, will be entitled to injunctive relief or other equitable relief. Any such right or remedy and any and all other rights or remedies provided for herein will be cumulative and not exclusive and in addition to any and all other rights or remedies which the REINSURED may have under the Reinsurance Agreement or otherwise.



- the legality, validity or enforceability in that jurisdiction of any other provision of the Reinsurance



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Agreement; or


38.2. Unless otherwise agreed, any invalid or unenforceable provision shall be replaced with a legal, valid and/or enforceable provision which most closely approximates the intent and economic effect of the illegal, invalid or unenforceable provision.

Article 39 Counterparts Provision

The Reinsurance Agreement may be executed in 2 (two) or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement.








40.2 Any amendment or changes to the Reinsurance Agreement shall be executed using one or more of the methods specified above Unless otherwise required by law or regulation the use of any one or a combination of these methods of execution shall constitute a legally binding and valid signing of the Reinsurance Agreement amendments or changes thereto, each of which, when duly executed, shall be deemed an original.

Article 41 Several Liability (LMA3333 amended version)

41.1 The liability of a REINSURER under the Reinsurance Agreement is several and not joint with other reinsurers party to the Reinsurance Agreement. The REINSURER is liable only for the proportion of liability it has underwritten. The REINSURER is not jointly liable for the proportion of liability underwritten by any other reinsurer. Nor is the REINSURER otherwise responsible for any liability of any other reinsurer that may underwrite the Reinsurance Agreement. 41.2 In case of a Lloyd’s syndicate, each member of the syndicate (rather than the syndicate itself) is a REINSURER. Each member has underwritten a proportion of the total shown for the syndicate (that total itself being the total of the proportions underwritten by all the members of the syndicate taken together). The liability of each member of the syndicate is several and not joint with other members. A member is liable only for that member’s proportion. A member is not jointly liable for any other member’s proportion. Nor is any member otherwise responsible for any liability of any other reinsurer that may underwrite the Reinsurance Agreement.



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• the REINSURER’s reinsurance and insurance activities are separated by a clear IT wall

to prevent the REINSURER and affiliates’ employees engaged in insurance activities

from accessing to the REINSURED’S confidential information;

• the REINSURER and affiliates employees are fully aware of and

apply the confidentiality obligations in respect of Fire wall.


43.1 The Intermediary specified under the SPECIAL CONDITIONS is hereby recognized as the Intermediary negotiating the Reinsurance Agreement for all business hereunder. All communications (including but not limited to notices, statements, premium, return premium, commissions, taxes, losses, loss expense, salvages and loss settlements) relating thereto will be transmitted to the REINSURED or the REINSURER through the Intermediary. Payments by the REINSURED to the Intermediary will be deemed to constitute payment to the REINSURER. Payments by the REINSURER to the Intermediary will be deemed to constitute payment to the REINSURED only to the extent that such payments are actually received by the REINSURED, and in respect of payments due to Australian branch(es) of REINSUREDs, only to the extent that such payments are made in Australia into an account of the Australian branch(es) held in Australia with an authorised deposit-taking institution holding an authority under subsection 9(3) of the Banking Act 1959 (Cth). 43.2 With respect solely to losses relating to the REINSURED’s Australian branch(es), all payments by the REINSURER will be made to the REINSURED’s Australian branch(es) by the REINSURER paying such sums to the Intermediary, who will then effect payment on behalf of the REINSURER (in accordance with this Intermediary article) in Australia and directly into an account of the REINSURED’s Australian branch(es) held in Australia with an authorised deposit-taking institution holding an authority under subsection 9(3) of the Banking Act 1959 (Cth).





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Article 45 Reinsurance Credit/Reinsurance Security

45.1 The REINSURER will comply with all applicable laws and regulations so as to permit the REINSURED to obtain full credit for the reinsurance provided by the Reinsurance Agreement in all applicable jurisdictions, to the extent credit is not otherwise available under applicable law or regulations. It is understood and agreed that any term or condition required by such law or regulation to be included in the Reinsurance Agreement for the REINSURED to receive financial credit for the reinsurance provided by the Reinsurance Agreement will be deemed to be incorporated in the Reinsurance Agreement by reference.

45.2 Where required by applicable law in order for the REINSURED to take financial credit for the reinsurance provided by the Reinsurance Agreement, the REINSURED will be entitled to withhold funds from the REINSURER (and/or require the REINSURER to make a cash deposit with the REINSURED) as security for the payment of the latter's obligations, herein called the "Deposit". The Deposit will equal the REINSURER's share under the Reinsurance Agreement of (i) losses and loss expenses paid by the REINSURED but not recovered from the REINSURER, (ii) reserves for losses and loss expenses reported and outstanding, (iii) reserves for Losses and Loss Expenses incurred but not reported and (iv) unearned premium reserves (collectively the “REINSURER’s Collateral Obligations”).





45.3 A Letter of Credit or a Trust Account may be substituted or combined with/for the Deposit. Should such substitution or combination be made, notwithstanding any other provisions of the Reinsurance Agreement, the Letter of Credit or Trust Account may be drawn upon by the REINSURED or its successor in interest, including without limitation, any liquidator, rehabilitator, receiver or conservator of the REINSURED, at any time to fund the Deposit or for any amounts due from the REINSURER under the Reinsurance Agreement to the extent permitted by applicable law and the following provisions. If so used, the REINSURER will otherwise not be liable for the same amount.

The REINSURED and the REINSURER agree that the Deposit, Letter of Credit or Trust Account will be in such form and held in such manner so as to allow the REINSURED to take credit, on a statutory accounting basis, for the reinsurance provided by the Reinsurance Agreement, and also allow, if possible, the REINSURER to treat the Deposit as an admitted asset in accordance with applicable law.

45.5.4 If the REINSURER elects to substitute or combine a Letter of Credit with/for the Deposit, the following provisions will apply to the REINSURER with respect to any Letter of Credit provided for the benefit of the REINSURED by the REINSURER:

a. The REINSURER will be the applicant for and will provide to the REINSURED a clean, unconditional, irrevocable Letter of Credit with the REINSURED as the beneficiary covering the REINSURER’s Collateral Obligations under the Reinsurance Agreement. The Letter of Credit will be issued or confirmed by a bank, and will be in a form, that complies with all applicable requirements of regulatory authorities having jurisdiction over the REINSURED and which bank is acceptable to the REINSURED. If the issuing or confirming bank ceases to meet such requirements during the term of the Letter of Credit, the REINSURER will replace such Letter of Credit with a complying one upon the earlier of the stated expiration, next extension or renewal



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date, or modification or amendment of the Letter of Credit. At annual intervals, or more frequently as determined by the REINSURED in its sole discretion but not more frequently than quarterly, the REINSURED will issue either a report of the REINSURER’s Collateral Obligations or a report of an estimate of the REINSURER’s Collateral Obligations to the REINSURER. Within thirty (30) calendar days of the REINSURER's receipt of either a report of the REINSURER’s Collateral Obligations or a report of an estimate of the REINSURER’s Collateral Obligations provided by the REINSURED, whichever is received by the REINSURER earlier:

(i) if the REINSURER's Collateral Obligations under the Reinsurance Agreement exceed the then existing balance of the Letter of Credit made available, the REINSURER will secure delivery to the REINSURED of an amendment to the Letter of Credit increasing the amount of the Letter of Credit available by the amount of such difference, or

(ii) if the REINSURER's Collateral Obligations under the Reinsurance Agreement are less than the balance of the Letter of Credit available on the accounting date, the REINSURED will release such excess credit by agreeing to an amendment to the Letter of Credit, reducing the amount of the Letter of Credit available by the amount of such excess credit.

b. The REINSURER and the REINSURED agree that the Letter of Credit provided by the REINSURER pursuant to the Reinsurance Agreement may be drawn upon at any time, notwithstanding any other provisions in the Reinsurance Agreement, and will be utilized by the REINSURED or its successors in interest, including without limitation, any liquidator, rehabilitator, receiver or conservator of the REINSURED, only for one or more of the following:

(i) to reimburse the REINSURED for the REINSURER's share of premiums returned to the owners of policies reinsured under the Reinsurance Agreement on account of cancellations of such policies;

(ii) to reimburse the REINSURED for the REINSURER's share of Losses and Loss Expenses paid by the REINSURED for the REINSURER's share of such Losses and Loss Expenses incurred pursuant to the provisions of the policies reinsured by the Reinsurance Agreement;

(iii) to fund an account with the REINSURED in an amount at least equal to the REINSURER’s Collateral Obligations;

(iv) where the REINSURED has received notification of the non-renewal of the Letter of Credit and where the REINSURER's Collateral Obligations under the Reinsurance Agreement remain unliquidated and undischarged ten (10) calendar days prior to such expiration date, to obtain a cash deposit equal to such obligations and deposit such amounts in a separate account, in the name of the REINSURED, in any United States bank or trust company which is acceptable to the REINSURED, apart from its general assets, in trust for such uses and purposes specified in this paragraph of the Reinsurance Agreement as may remain executory after obtaining the cash deposit and for any period after such expiration date; provided, however, that where the amounts held in such separate account exceed the actual amount required to fund the REINSURER's Collateral Obligations under the Reinsurance Agreement, the REINSURED will make payment to the REINSURER of the excess amount, and

(v) to pay any other amounts the REINSURED claims are due under the

Reinsurance Agreement.


c. The REINSURED will credit to the REINSURER quarterly interest on the amounts drawn from the Letter of Credit and held pursuant to paragraph 45.4b.(iii) at the lesser of the Prime Rate or the same interest rate payable on the first six-month U.S. Treasury Bill issued during each quarter.

45.5 If the REINSURER elects to substitute or combine a Trust Account with/for the Deposit, the following provisions will apply to the REINSURER with respect to any Trust Account established for the benefit of the REINSURED by the REINSURER:



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b. The assets deposited in the Trust Account will be valued according to their current fair market value, and will consist only of cash (United States legal tender), certificates of deposit issued by a United States bank and payable in United States legal tender and investments of the types specified in section 1404(a) (1), (2), (3), (8) and (10) of the New York Insurance Law, provided that such investments are issued by an institution that is not the parent, subsidiary or affiliate of either the REINSURER or the REINSURED and are acceptable to the REINSURED.

c. Prior to depositing assets with the trustee, the REINSURER will execute assignments, endorsements in blank, or transfer legal title to the trustee of all shares, obligations or any other assets requiring assignments, in order that the REINSURED, or the trustee upon the direction of the REINSURED, may whenever necessary negotiate any such assets without consent or signature from the REINSURER or any other entity.

d. All settlements of account between the REINSURED and the REINSURER will be made in cash or its equivalent.

e. The REINSURER and the REINSURED agree that the assets in the Trust Account, established pursuant to this provision of the Reinsurance Agreement, may be withdrawn by the REINSURED at any time, notwithstanding any other provisions in the Reinsurance Agreement and will be utilized and applied by the REINSURED or its successor in interest, including without limitation, any liquidator, rehabilitator, receiver or conservator of the REINSURED, without diminution because of insolvency of the REINSURED or the REINSURER, only for the following purposes:

(i) to reimburse the REINSURED for the REINSURER's share of premiums returned to the owners of policies reinsured under the Reinsurance Agreement on account of cancellations of such policies;

(ii) to reimburse the REINSURED for the REINSURER's share of Losses and Loss Expenses paid by the REINSURED but not recovered from the REINSURER pursuant to the provisions of the policies reinsured under the Reinsurance Agreement;

(iii) to fund an account with the REINSURED in amount at least equal to the REINSURER’s Collateral Obligations; and

(iv) to pay any other amounts the REINSURED claims are due under the

Reinsurance Agreement.


(i) the REINSURER, at the time of such withdrawal, replaces the withdrawn assets with other qualified assets having a market value at least equal to the market value of the assets withdrawn so as to maintain at all times the deposit in the required amount; or

(ii) after such withdrawal and transfer, the market value of the Trust Account is not less than 102 (one hundred and two) percent of the required amount.

The REINSURED will be the sole judge as to the application of this provision but will not unreasonably or arbitrarily withhold its approval.



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g. The REINSURED will return any amount withdrawn in excess of the actual amounts required for in paragraphs 45..5e. (i), (ii) and (iii) above, or in the case of paragraph 45.5e. (iv), any amounts that are subsequently determined not to be due.

h. The REINSURED will credit quarterly to the REINSURER interest on the amounts drawn from the Trust Account and held pursuant to paragraph 45.1.5e. (iii) above at the lesser of the prime rate publicly announced from time to time by Chase Bank (National Association) or the same rate of interest payable on the first six-month U. S. Treasury Bill issued during each quarter.


461 Service of Suit (U.S) 46.1.1 The following Service of Suit article is only to apply to entities of the REINSURED domiciled in the United States of America.

46.1.2 This article only applies to REINSURERS domiciled outside of the United States and/or unauthorized in any state, territory, or district of the United States having jurisdiction over the REINSURED. Nothing in this article will be construed to override the provisions of the Arbitration article. This article is intended as an aid to compelling arbitration, or enforcing such arbitration, or arbitral award, and not as an alternative to the Arbitration article for resolving disputes arising out of the Reinsurance Agreement.)

46.1.3 It is agreed that in the event of the failure of the REINSURER hereon to perform its obligations hereunder, the REINSURER hereon, at the request of the REINSURED, will submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this article constitutes or should be understood to constitute a waiver of the REINSURER's rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States. It is further agreed that service of process in such suit may be made upon Mendes & Mount, LLP, 750 Seventh Avenue, New York, New York 10019-6829, except as otherwise provided for in the SPECIAL CONDITIONS, and in the case of Lloyd’s syndicates where service of suit shall be upon Lloyd’s America Inc., Attention: Legal Department, 280 Park Avenue, East Tower, 25th Floor, New York, New York 10017, and that in any suit instituted, the REINSURER will abide by the final decision of such court or of any appellate court in the event of an appeal.




46.2.1 The following Service of Suit article is only to apply to the REINSURED's Australian branch.

46.2.2 Nothing in this article will be construed to override the provisions of the Arbitration article.)

46.2.3 The REINSURER, who has signed the Reinsurance Agreement outside of Australia agrees that:



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i. in the event of a dispute arising under the Reinsurance Agreement, the REINSURER will submit to the jurisdiction of any competent Court in the Commonwealth of Australia. Such dispute shall be determined in accordance with the law and practice applicable in such Court;

ii. any summons notice or process to be served upon the REINSURER may be served upon Clyde & Co, Level 15, 333 George Street, Sydney, New South Wales, 2000, Australia, who has authority to accept service and to enter an appearance on REINSURER's behalf and who is directed at the request of the REINSURED to give a written undertaking to the REINSURED that it will enter an appearance on REINSURER’s behalf; and / or

iii. If the suit is instituted against one of the REINSURERS, the REINSURER, with a common interest in the proceedings will abide by the final decision of the Court or any Appellate Court.

46.3 Service of Suit (Canada)

46.3.1 The following Service of Suit article is only to apply to the REINSURED’s Canadian branch


46.3.3 In the event of the failure of the REINSURER hereon to perform its obligations under the Reinsurance Agreement, the REINSURER hereon, at the request of the REINSURED, shall submit to the jurisdiction of any court of competent jurisdiction within Canada and shall comply with all requirements necessary to give such court jurisdiction, and all matters arising hereunder shall be determined in accordance with the law and practice of such court. 46.3.4 The service of process may be made except as otherwise provided for in the SPECIAL CONDITIONS, upon Stikeman Elliott LLP, 5300 Commerce Court W., 199 Bay Street, Toronto, ON, M5L 1B9, Canada. In any suit instituted against the REINSURER upon the Reinsurance Agreement, the REINSURER shall abide by the final decision of such court or of any appellate court in the event of an appeal. 46.3.5 The above-named are authorized and directed to accept service of process on behalf of the REINSURER in any such suit and/or upon the request of the REINSURED, to give a written undertaking to the REINSURED that they shall enter a general appearance upon the Reinsurer's behalf in the event such a suit shall be instituted. 46.3.6 Further, pursuant to any statute which makes provision therefore, the REINSURER hereon hereby designates the superintendent, commissioner or director of insurance or other officer specified for that purpose in the statute or his successor or successors in office as their true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the REINSURED or any beneficiary hereunder arising out of the Reinsurance Agreement, and hereby designates the above-named as the person to whom the said officer is authorized to mail such process or a true copy thereof.

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