AXA Reinsurance Property & Casualty · 2020. 10. 21. · AXA_2020_P&C REINSURANCE _G ENERAL...

AXA Reinsurance Property & Casualty

General

Conditions

2020

AXA GLOBAL

REINSURANCE

AXA_2020_P&C REINSURANCE_GENERALCONDITIONS_NON PROPORTIONAL

P&C GENERAL CONDITIONS SLIP TEXT WORDING NON PROPORTIONAL 2020 GC 1

Chapters

Chapter 1a: Non-Proportional General Conditions

Chapter 1b: Proportional General Conditions

Chapter 2a: Broker Non proportional General Conditions

Chapter 2b: Broker proportional General Conditions

Chapter 3: Retrocession General Conditions

Chapter 4: Group Covers General Conditions

Chapter 1a: Non-Proportional General Conditions

Introduction ................................................................................................................ 2

Definitions ................................................................................................................... 2

Article 1 General Terms .............................................................................................. 5

Article 2 REINSURER’s Liability..................................................................................... 6

Article 3 Territorial Scope .......................................................................................... 7

Article 4 Special Acceptances .................................................................................... 7

Article 5 Effective Date .............................................................................................. 8

Article 6 Business & Exclusions ................................................................................. 8

Article 7 Ultimate Net Loss ........................................................................................ 9

Article 8 Limit and Deductible ................................................................................ 10

Article 9 Insolvency ................................................................................................. 10

Article 10 Net Retained Lines ................................................................................. 10

Article 11 Cash Call .................................................................................................. 10

Article 12 Notification of Claims ............................................................................ 11

Article 13 Accounts and Settlements ..................................................................... 12

Article 14 Reinsurance Premium ............................................................................ 13

Article 15 Reinstatement(s) .................................................................................... 13

Article 16 Currency Fluctuation ............................................................................. 14

Article 17 Modifications and Clarifications ........................................................... 15

Article 18 Inspection of Records ............................................................................ 15



Article 19 Delay, Error and Omission ..................................................................... 16

Article 20 Special Termination ............................................................................... 17

Article 21 Extraordinary Event .............................................................................. 23

Article 22 Arbitration .............................................................................................. 24

Article 23 Choice of Law and Jurisdiction ............................................................. 26

Article 24 ................................................................................................................. 26

Article 25 Data Privacy : Anti-Bribery /Corporate Responsibility ....................... 30

Article 26 Sanctions ................................................................................................................ 31

Article 27 Confidentiality ........................................................................................ 31

Article 28 .................................................................................................................. 34

Article 29 Counterparts /Provisions ....................................................................... 34

Article 30 .................................................................................................................. 35

Article 31 Survival of the Reinsurance Agreement .............................................. 35



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: Accident Adjustment Date

means an unplanned or unexpected sudden Event or circumstance or series of events or circumstances that may lead to death, disability or bodily injuries of an insured risk by external means. means the Expiry Date, on which the adjustment of Premium Income takes place if the Reinsurance Agreement has been arranged on an adjustable basis.

AXA Group Standards and Policies Beneficiary 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 any natural or legal person, organisation or entity, who may be eligible to receive or is receiving benefits under a Policy. 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 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.

Deductible means the amount of the Ultimate Net Loss retained (or held) by the REINSURED for its own account, as stated in the SPECIAL CONDITIONS , and as more particularly defined in the article “Limit and Deductible” 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.

Event IBNR Insolvency Event

means as set out within the “Definition of Loss Occurrence” if stated in the SPECIAL CONDITIONS and attached thereto. means incurred but not reported losses: is a reserve providing for the claims that have been incurred but have not been reported yet to the Reinsured as of the end of the accounting period. 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 Deductible as stated in the SPECIAL CONDITIONS (as defined in the article “Ultimate Net Loss”) 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.

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, organisation or entity insured under the Policies covered by the Reinsurance Agreement.

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”), 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 policies and/or 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 to be received by the REINSURED, as defined in the SPECIAL CONDITIONS , if the Reinsurance Agreement has been arranged on an adjustable basis.

Reinsurance Premium

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.

Risk The REINSURED shall be the sole judge as to what constitutes a Risk.



Risk Attaching Basis

means that a 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

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) 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. The Reinsurance Agreement is agreed between the REINSURED of the one part and the REINSURER of the other part, both specified under the SPECIAL CONDITIONS.

2. The REINSURED hereby agrees to cede and the REINSURER hereby agrees to reinsure the Policies defined in the article “Business”.

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 Deductible” of the SPECIAL CONDITIONS .

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.

5.

The Reinsurance Agreement is solely between the REINSURED and the REINSURER hereon. Nothing herein will in any manner create any obligations or establish any rights in favour of, or be enforceable by, any third parties or any persons not parties to the Reinsurance Agreement except provided under articles “Representation of Technical Reserves/Reinsurance Credit/Reinsurance Security” and “Insolvency” of the SPECIAL CONDITIONS.

Article 2

REINSURER’s Liability

1. In consideration of the payment of the Reinsurance Premium and subject to the GENERAL CONDITIONS , 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 Deductible each and every Loss/ Accident Occurrence/ Risk (subject to the SPECIAL CONDITIONS) during the Period.

2. The REINSURED may effect facultative reinsurance cessions for any risk where the REINSURED considers such reinsurance to be in the interests of the parties hereto.

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.

4.

All loss settlements, made by the REINSURED, in respect of the Policies covered hereunder and of the Reinsurance Agreement, shall be binding upon the REINSURER.

Article 3

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

Article 4

Special Acceptances

1. 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. Special Acceptances in force at inception of the Reinsurance Agreement shall be covered hereunder, provided such Special Acceptances are declared by the REINSURED.

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).

Article 5

Effective Date 1. The Reinsurance Agreement shall take effect on the Effective Date specified in the SPECIAL CONDITIONS.

Expiry Date 2. 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.

Period 3. 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.

Loss Attachment 4. The Reinsurance Agreement shall apply on a Loss Occurring Basis. If the Reinsurance Agreement is on another loss attachment basis, it shall be specified in the SPECIAL CONDITIONS .

5. If 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 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. . It is agreed that this provision shall not apply if the Reinsurance Agreement is on another loss attachment basis.

Article 6

Business & 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

1. 2.

"Ultimate Net Loss" means the total amount paid or payable arising out of the Policies. This amount shall include any legal costs and expenses of litigation, arbitration, investigation, negotiation, costs incurred in connection with loss recovery, adjustment such as expert fees, if any, award of costs ordered against the REINSURED (including for instance interest allocated for the inexecution 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. Payments by the REINSURED to the Original Insured where the REINSURED is not liable under the terms and conditions of the relevant Policies (i.e. ex gratia payments, which means payments made, in the absence of legal liability, for pure commercial reasons) shall only be binding upon the REINSURER following its prior approval. 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. A list of such inuring other reinsurances will be shown in the SPECIAL CONDITIONS under the paragraph “Information”, if applicable.

3. 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.

4. Recoveries under any underlying reinsurance (whether treaty or facultative) 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.

Article 8



Limit and Deductible

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

Article 9

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 10

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.

Article 11

Cash Call

1.

Unless otherwise stated in the SPECIAL CONDITIONS , whenever the amount of loss payment(s) exceed(s) the Deductible 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 receipt of such request. Loss payment(s) may include any amount which is scheduled to be paid by the REINSURED within the next 25 (twenty-five) Working Days from the



2.

Cash Call request. 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 12

Notification of Claims

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 on 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.

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.

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. 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 13

Accounts and Settlements

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).

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.

3. 4. 5

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. 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 . 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 on any Deposit and/or Minimum Premium payable by the REINSURED, due and payable to such party by the other party pursuant to the Reinsurance Agreement.



Article 14

Reinsurance Premium

1. If the Reinsurance Agreement has been arranged on an adjustable premium basis then as soon as practicable after the Adjustment Date the Deposit Premium 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 ). Such adjustment shall never result in the REINSURER receiving less than the Minimum Premium (if provided for in the SPECIAL CONDITIONS ).

2. 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 ).

3. The payment of any adjustment due shall be made at the time the accounting settlement is owed.

Article 15

Reinstatement(s) 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.

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.

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.

4. Losses shall be considered in chronological order by date of loss or date of settlement but this shall not prevent the REINSURED from making provisional collections in respect of losses which may ultimately not be recoverable hereon.

Article 16

Currency 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 Fluctuation

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 books of the REINSURED.

Article 17



Modifications and Clarifications

1. Terms and conditions of the Reinsurance Agreement may not be modified, including by way of additions, deletions and amendments, unless by addendum to be attached to the Reinsurance Agreement and signed by both parties. Modifications shall take effect on the date specified in the addendum.

2. Except in respect of the terms and conditions of the Reinsurance Agreement, the parties may, in respect of the form only (e.g changes to numbering), make handwritten adjustments hereon. Handwritten adjustments shall not be incorporated into the Reinsurance Agreement unless both parties have confirmed their agreement by counter-signing the handwritten adjustments. Handwritten adjustments shall retroactively take effect on the Effective Date or on the date specified by the parties.

3.

Subsidiary to paragraphs 1 and 2 of this article, clarifications in respect of the interpretation of the terms and conditions of the Reinsurance Agreement shall be effective where sent by instantaneous means of communication provided it can be shown that both parties have agreed to such clarifications. Clarifications in respect of the interpretation shall retroactively take effect on the Effective Date.

Article 18

Inspection of Records

1. 2.

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. 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



3. 4.

(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. 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 the REINSURED. 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 company 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 19

Delay, Error and Omission

1. 2.

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 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. 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 20

Special Termination

1. 2.

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.

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

(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 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

(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 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

(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

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

(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



3. 4. 5. 6.

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.

Termination by the REINSURED will be effected by written notice of termination and will be effective upon receipt of said notice by the REINSURER.

If the REINSURED terminates the REINSURER’s participation in the Reinsurance Agreement, 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.

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.

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



7. 8.

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 (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.

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) 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) 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 the REINSURER’s Obligations (the “REINSURER’s Calculation”). Within ten (10) 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) days of receipt of all appropriate documentation from the REINSURED.

If the parties cannot agree upon an independent actuary within said ten (10) day period, each will, within ten (10) 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) 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 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) 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 three-month LIBOR rate effective as of the date of notice of 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) day period, the REINSURER will, within ten (10) 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) 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 21

Extraordinary Event It is agreed between the parties that this article does not apply to Property per Event Excess of Loss Reinsurance Agreements.

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 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. 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.



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.

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 22

Arbitration 1. 2.

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. 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. The tribunal may permit, in its discretion, the admission of evidence regarding the formation, interpretation, purpose or intent of the Reinsurance Agreement.

3. a) Unless the parties agree upon a single arbitrator within 30 (thirty) 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.

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.

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.

6. a) 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. b) 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.



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.

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 23

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 24

Entire Agreement

The provisions of the Reinsurance Agreement constitute the contractual conditions validated by the REINSURED and the REINSURER. The parties agree that, for security reasons and to avoid any unilateral alteration of such contractual conditions, the Reinsurance Agreement shall be sent out by the REINSURER and the REINSURED in a format which cannot be electronically and/or manually modified.

Article 25

Data Privacy 1. The parties acknowledge and agree that they:



- are each committed to protect 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”); - are each acting as data controller according to GDPR in respect of the Personal Data that the parties process under the Reinsurance Agreement. - 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; - have implemented and will maintain within their organisation policies and technical security measures preventing 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 accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed; and - have fulfilled legal requirements relative to the transfer of such Personal Data. 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. 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 authorisation of the REINSURED. It is understood however, that transfers within the European Union or to countries subject to an adequacy level of protection 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 retrocessionaires or any third party is registered to whom the Personal Data has been transferred.

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. 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 to get adequate information, reasonable assistance (including records, files and facilities) as may be needed to fully and promptly carry out the audit. The REINSURED or its representative may request this audit, on reasonable advance notice. At the minimum, the REINSURER will provide the REINSURED with an external independent audit report issued by an external auditor, both acceptable to the REINSURED. 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



Anti-Bribery

and for the purposes of any underlying reinsurance (whether treaty or facultative) and retrocession. 6. When required to do so by Data Privacy Applicable Laws, the REINSURED shall forward anonymised 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. Anonymised data means that the data do not allow the REINSURER to identify the Data Subject 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. 8. To the extent permitted by the applicable law and/or regulations, each party shall notify the other party without undue delay upon becoming aware of data breaches. 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. 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. 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 cumulatively, offered or provided by or on behalf of the disclosing party to officers,



Corporate Responsibility

Anti-Money Laundering

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. 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. 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. 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 26

Sanctions 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. 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 27

Confidentiality 1.The parties agree that the documents, records, information and 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. 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. 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 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. 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. 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. 6. The REINSURED shall be immediately informed, by the REINSURER, of any breach of this article which the REINSURER becomes aware of. 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) 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. 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. 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. 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.

Article 28

Severability 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.

2. The parties agree that 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 29

Counterparts Provisions

1 2.

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. 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 30

Mode of Execution 1.The Reinsurance Agreement may be executed by: (a) An original written ink signature of paper documents. (b) An exchange of facsimile copies showing the original written ink signature of paper document. (c) Electronic signature technology employing computer software and a digital signature or digitizer pen pad to capture a person’s handwritten signature in such a manner that the signature is unique to the person signing, is under the sole control of the person signing, is capable of verification to authenticate the signature and is linked to the document signed in such a manner that if the data is changed, such signature is invalidated. 2.The use of any one or a combination of these methods of execution will constitute a legally binding and valid signing of the

Reinsurance Agreement.

Article 31

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 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_2020_P&C REINSURANCE_GENERAL CONDITIONS _PROPORTIONAL

P&C GENERAL CONDITIONS PROPORTIONAL SLIP TEXT WORDING 2020 GC 1

Chapter 1b : Proportional General conditions Introduction ................................................................................................................ 3

Definitions ................................................................................................................... 3


Article 2 Reinsurer’s Liability ..................................................................................... 7



Article 5 Effective Date............................................................................................... 8


Article 7 Premium Portfolio Entry and Withdrawal ................................................ 9

Article 8 Loss Portfolio Entry and Withdrawal ..................................................... 10

Article 9 Premium Reserves .................................................................................... 10

Article 10 Losses Reserves Deposit ........................................................................ 11

Article 11 Reinsurance Premium and Commission ............................................... 11

Article 12 Insolvency ............................................................................................... 11

Article 13 Reinsured’s Retention and Capacity of this Reinsurance ................... 12




Article 17 Bordereaux ............................................................................................. 14

Article 18 Currency .................................................................................................. 14







Article 23 Extraordinary events ............................................................................. 23



Article 26 Entire Agreement ................................................................................... 26

Article 27 Data Privacy /Anti-Bribery/Corporate Responsibility ........................ 30

Article 28 Sanctions ................................................................................................. 31


Article 30 Severability ............................................................................................. 34


Article 32 Mode of Execution ................................................................................. 35

Article 33 Survival of reinsurance agreement ....................................................... 35



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: Accident

means an unplanned or unexpected sudden Event or circumstance or series of events or circumstances that may lead to death, disability or bodily injuries of an insured risk by external means.






Business Cash Call


Event Gross Net Premium Income IBNR Insolvency Event

means as set out within the “Definition of Loss Occurrence” if stated in the SPECIAL CONDITIONS and attached thereto. means the gross premium accruing to the REINSURED after deducting cancellations, returns, and taxes. means incurred but not reported losses: is a reserve providing for the claims that have been incurred but have not been reported yet to the Reinsured as of the end of the accounting period. as defined in the SPECIAL CONDITIONS or applicable law.



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

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



Personal Data

termination, if the Reinsurance Agreement is terminated in accordance with the terms of article “Special Termination”), both dates inclusive. shall have the meaning set out in the Data Privacy Applicable Laws definition mentioned under article “Data Privacy”.

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

Policyholder Reinsurance Premium

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 and determined by the amount of risk shared by the parties.

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, 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





It is agreed as follows :

Article 1

General Terms 1. The Reinsurance Agreement is agreed between the REINSURED specified in

the SPECIAL CONDITIONS of the one part and the REINSURER of the other

part, both specified under the SPECIAL CONDITIONS

2. The REINSURED hereby agrees to cede and the REINSURER hereby agrees

to reinsure the Policies defined in the article “Business”.

3. 4.

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. 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.

5. The Reinsurance Agreement is solely between the REINSURED and the

REINSURER hereon. Nothing herein will in any manner create any obligations



or establish any rights in favour of, or be enforceable by, any third parties or

any persons not parties to the Reinsurance Agreement except as provided

under articles “Representation of Technical Reserves/Reinsurance

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

Article 2

Reinsurer’s Liability

1. All loss settlements made by the REINSURED, in respect of the Policies covered hereunder and of the Reinsurance Agreement, shall be binding upon the REINSURER. Payments by the REINSURED to the Insured where the REINSURED is not liable under the terms and conditions of the relevant Policies (i.e. ex gratia payments, which means payments made, in the absence of legal liability, for pure commercial reasons) shall only be binding upon the REINSURER following its prior approval.

2. The REINSURED may effect facultative reinsurance cessions on all or a portion of certain business where the REINSURED considers a full or partial share of the risk to be detrimental to the interests of both parties.

3. The liability of the REINSURER shall commence as specified under the SPECIAL CONDITIONS.

4. 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.

Article 3

Territorial Scope

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



Article 4

Special Acceptances



Article 5


Expiry Date 2. 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.




Loss Attachment 4. The Reinsurance Agreement shall apply on a Loss Occurring Basis. If the

Reinsurance Agreement is on another loss attachment basis, it shall be specified in the SPECIAL CONDITIONS.

5. If 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 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. It is agreed that this provision shall not apply if the Reinsurance Agreement is on another loss attachment basis.

Article 6



Article 7

Premium Portfolio Entry and Withdrawal

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.

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

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.

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

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.

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.

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

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.

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.

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 (08/11/2019 update)

Reinsurance Premium and Commission

1. The REINSURED shall pay to the REINSURER the latter’s share of the Premium received by the REINSURED in respect of all Policies.

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.







REINSURED’s Retention and Capacity of this Reinsurance

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


Cash Call 1. 2.

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 receipt of such request. Loss payment(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

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.




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.

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. 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.




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.

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



4. 5.

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. 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. The pagree 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 to such arty by the other party pursuant to the Reinsurance Agreement


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.


Currency 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.








2. Except in respect of the terms and conditions of the Reinsurance Agreement, the parties may make, in respect of the form only (e.g changes to numbering), handwritten adjustments hereon. Handwritten adjustments shall not be incorporated into the Reinsurance Agreement unless both parties have confirmed their agreement by counter-signing the handwritten adjustments. Handwritten adjustments shall retroactively take effect on the Effective Date or on the date specified by the parties.

3. Subsidiary to paragraphs 1 and 2 of this article, clarifications in respect of the interpretation of the terms and conditions of the Reinsurance Agreement shall be effective where sent by instantaneous means of communication provided it can be shown that both parties have agreed to such clarifications. Clarifications in respect of the interpretation shall retroactively take effect on the Effective Date.



1. 2.

'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.

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



3. 4.

REINSURED of the REINSURER’s notice of its desire to inspect, examine,

audit and verify such Records.

This right will be exercisable during the term 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 the

REINSURED.

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 21(08/11/2019 update)


1. 2.

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 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. 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.


Special Termination

1. 2.





The REINSURER





the funding requirements of the article Representation of Technical Reserves/Reinsurance Credit; Reinsurance Security of the SPECIAL CONDITIONS; 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”;

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




3. 4. 5. 6.


Termination by the REINSURED will be effected by written notice of termination and will be effective upon receipt of said notice by the REINSURER. If the REINSURED terminates the REINSURER’s participation in the Reinsurance Agreement, 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.





7. 8.






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) 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) days of receipt of all appropriate documentation from the 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) 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


Extraordinary Event 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:


Should the ‘Extraordinary Event’ occur within 30 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. 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.




Arbitration 1. 2.

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. 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. The tribunal may permit, in its discretion, the admission of evidence regarding the formation, interpretation, purpose or intent of the Reinsurance Agreement

3.

a) Unless the parties agree upon a single arbitrator within 30 (thirty) 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.

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.

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.

6.

a) 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.



b) 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.




Article 25 (08/11/2019 update) Choice of Law and Jurisdiction


Article 26 (08/11/2019 update) Entire Agreement





Data Privacy

1. The parties acknowledge and agree that they: - are each committed to protect 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”); - are each acting as data controller according to GDPR in respect of the Personal Data that the parties process under the Reinsurance Agreement. - 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; - have implemented and will maintain within their organisation policies and technical security measures preventing 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 accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed; and - have fulfilled legal requirements relative to the transfer of such Personal Data. 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. 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 authorisation of the REINSURED. It is understood however, that transfers within the European Union or to countries subject to an adequacy level of protection 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 the retrocessionaire or any third party is registered to whom the Personal Data has been transferred.

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. 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 to get adequate information, reasonable assistance (including records, files and facilities) as may be needed to fully and promptly carry out the audit. The REINSURED or its representative may request this audit, on reasonable advance notice. At the minimum, the REINSURER will provide the REINSURED with an external independent audit report issued by an external auditor, both acceptable to the REINSURED.



Anti-Bribery

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 6. When required to do so by Data Privacy Applicable Laws, the REINSURED shall forward anonymised 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. Anonymised data means that the data does not allow the REINSURER to identify the Data Subject 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. 8. To the extent permitted by the applicable law and/or regulations, each party shall notify the other party without undue delay upon becoming aware of data breaches.

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. 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 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. 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. 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.

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


Sanctions 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. 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


Confidentiality 1.The parties agree that the documents, records, information and 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. 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. 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. 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. 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. 6.The REINSURED shall be immediately informed, by the REINSURER, of any breach of this article which the REINSURER becomes aware of. 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) 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. 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. 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.



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.








1 2.

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. Where the REINSURED consists of several Companies, one of the Companies can be designated by the parties as the Leading REINSURED.




Mode of Execution

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. 1. The Reinsurance Agreement may be executed by: (a) An original written ink signature of paper documents. (b) An exchange of facsimile copies showing the original written ink signature of paper documents. (c) Electronic signature technology employing computer software and a digital signature or digitizer pen pad to capture a person’s handwritten signature in such a manner that the signature is unique to the person signing, is under the sole control of the person signing, is capable of verification to authenticate the signature and is linked to the document signed in such a manner that if the data is changed, such signature is invalidated. 2. The use of any one or a combination of these methods of execution will constitute a legally binding and valid signing of the Reinsurance Agreement.


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 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_2020_P&C REINSURANCE_GENERALCONDITIONS BROKER_NON PROPORTIONAL

P&C GENERAL CONDITIONS BROKER SLIP TEXT WORDING NON PROPORTIONAL 2020 GC 1

Chapter 2a : Broker Non proportional General Conditions

Article 1 Genral Terms ................................................................................................ 6

Article 2 REINSURER’s Liability..................................................................................... 7



Article 5 Effective Date / Period ................................................................................ 9


Article 7 Ultimate Net /Loss .................................................................................... 10


Article 9 Insolvency ................................................................................................ 11


















Article 25 Data Privacy / Anti-Bribery Corporate Responsibility ........................ 31

Article 26 Sanctions ................................................................................................................ 32






Article 32 Intermediary ........................................................................................... 36



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: Accident Adjustment Date

means an unplanned or unexpected sudden Event or circumstance or series of events or circumstances that may lead to death, disability or bodily injuries of an insured risk by external means. means the Expiry Date, on which the adjustment of Premium Income takes place if the Reinsurance Agreement has been arranged on an adjustable basis.






Business Cash Call


Deposit Premium 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.

Deductible means the amount of the Ultimate Net Loss retained (or held) by the REINSURED for its own account, as stated in the SPECIAL CONDITIONS , and as more particularly defined in the article “Limit and Deductible” 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.


means as set out within the “Definition of Loss Occurrence” if stated in the SPECIAL CONDITIONS and attached thereto. means incurred but not reported losses: is a reserve providing for the claims that have been incurred but have not been reported yet to the Reinsured as of the end of the accounting period. 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 Deductible as stated in the SPECIAL CONDITIONS (as defined in the article “Ultimate Net Loss”) 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 Insured



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”), 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 policies and/or original contracts of insurance (including co-insurance) and/or reinsurance, accepted and/or renewed by the REINSURED.

Policyholder



Reinsurance Premium


Risk The REINSURED shall be the sole judge as to what constitutes a Risk.



Risk Attaching Basis

means that a 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




Article 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 Deductible” of the SPECIAL CONDITIONS .

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.

5.

The Reinsurance Agreement is solely between the REINSURED and the REINSURER hereon. Nothing herein will in any manner create any obligations or establish any rights in favour of, or be enforceable by, any third parties or any persons not parties to the Reinsurance Agreement except provided under articles “Representation of Technical Reserves/Reinsurance Credit/Reinsurance Security” and “Insolvency” of the SPECIAL CONDITIONS.

Article 2


1. In consideration of the payment of the Reinsurance Premium and subject to the GENERAL CONDITIONS , 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 Deductible each and every Loss/ Accident Occurrence/ Risk (subject to the SPECIAL CONDITIONS) during the Period.


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.

4.

All loss settlements, made by the REINSURED, in respect of the Policies covered hereunder and of the Reinsurance Agreement, shall be binding upon the REINSURER.

Article 3


Article 4

Special Acceptances



Article 5


Expiry Date 2. 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.



5. If 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 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. . It is agreed that this provision shall not apply if the Reinsurance Agreement is on another loss attachment basis.

Article 6



Article 7



Ultimate Net Loss

1. 2.

"Ultimate Net Loss" means the total amount paid or payable arising out of the Policies. This amount shall include any legal costs and expenses of litigation, arbitration, investigation, negotiation, costs incurred in connection with loss recovery, adjustment such as expert fees, if any, award of costs ordered against the REINSURED (including for instance interest allocated for the inexecution 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. Payments by the REINSURED to the Original Insured where the REINSURED is not liable under the terms and conditions of the relevant Policies (i.e. ex gratia payments, which means payments made, in the absence of legal liability, for pure commercial reasons) shall only be binding upon the REINSURER following its prior approval. 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. A list of such inuring other reinsurances will be shown in the SPECIAL CONDITIONS under the paragraph “Information”, if applicable.


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





Article 9



Article 10

Net Retained Lines


Article 11

Cash Call

1.

Unless otherwise stated in the SPECIAL CONDITIONS , whenever the amount of loss payment(s) exceed(s) the Deductible 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 receipt of such request. Loss payment(s) may include any amount which is scheduled to be paid by the REINSURED within the next 25 (twenty-five) Working Days from the



2.

Cash Call request. 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 12



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.

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. 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 13



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.

3. 4. 5

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. 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 . 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 on any Deposit and/or Minimum Premium payable by the REINSURED, due and payable to such party by the other party pursuant to the Reinsurance Agreement.



Article 14

Reinsurance Premium

1. If the Reinsurance Agreement has been arranged on an adjustable premium basis then as soon as practicable after the Adjustment Date the Deposit Premium 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 ). Such adjustment shall never result in the REINSURER receiving less than the Minimum Premium (if provided for in the SPECIAL CONDITIONS ).

2. 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 ).

3. The payment of any adjustment due shall be made at the time the accounting settlement is owed.

Article 15

Reinstatement(s) 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.




Article 16

Currency 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.



Article 17






3.

Subsidiary to paragraphs 1 and 2 of this article, clarifications in respect of the interpretation of the terms and conditions of the Reinsurance Agreement shall be effective where sent by instantaneous means of communication provided it can be shown that both parties have agreed to such clarifications. Clarifications in respect of the interpretation shall retroactively take effect on the Effective Date.

Article 18


1. 2.

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. 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



3. 4.

(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. 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 the REINSURED. 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 company 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 19


1. 2.

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 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. 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 20

Special Termination

1. 2.





The REINSURER :





the funding requirements of the article “Representation of Technical Reserves/Reinsurance Credit; Reinsurance Security” of the SPECIAL CONDITIONS, 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




3. 4. 5. 6.


Termination by the REINSURED will be effected by written notice of termination and will be effective upon receipt of said notice by the REINSURER.

If the REINSURED terminates the REINSURER’s participation in the Reinsurance Agreement, 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.





7. 8.






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) 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) days of receipt of all appropriate documentation from the REINSURED.






Article 21

Extraordinary Event It is agreed between the parties that this article does not apply to Property per Event Excess of Loss Reinsurance Agreements.








Article 22

Arbitration 1. 2.

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. 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. The tribunal may permit, in its discretion, the admission of evidence regarding the formation, interpretation, purpose or intent of the Reinsurance Agreement.

3. a) Unless the parties agree upon a single arbitrator within 30 (thirty) 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.

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.

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.

6. a) 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. b) 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.






Article 23

Choice of Law and Jurisdiction


Article 24

Entire Agreement


Article 25

Data Privacy 1. The parties acknowledge and agree that they:



- are each committed to protect 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”); - are each acting as data controller according to GDPR in respect of the Personal Data that the parties process under the Reinsurance Agreement. - 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; - have implemented and will maintain within their organisation policies and technical security measures preventing 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 accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed; and - have fulfilled legal requirements relative to the transfer of such Personal Data. 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. 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 authorisation of the REINSURED. It is understood however, that transfers within the European Union or to countries subject to an adequacy level of protection 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 retrocessionaires or any third party is registered to whom the Personal Data has been transferred.

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. 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 to get adequate information, reasonable assistance (including records, files and facilities) as may be needed to fully and promptly carry out the audit. The REINSURED or its representative may request this audit, on reasonable advance notice. At the minimum, the REINSURER will provide the REINSURED with an external independent audit report issued by an external auditor, both acceptable to the REINSURED. 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



Anti-Bribery

and for the purposes of any underlying reinsurance (whether treaty or facultative) and retrocession. 6. When required to do so by Data Privacy Applicable Laws, the REINSURED shall forward anonymised 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. Anonymised data means that the data do not allow the REINSURER to identify the Data Subject 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. 8. To the extent permitted by the applicable law and/or regulations, each party shall notify the other party without undue delay upon becoming aware of data breaches. 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. 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. 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 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. 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. 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. 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 26

Sanctions 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. 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 27

Confidentiality 1.The parties agree that the documents, records, information and 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. 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. 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 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. 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. 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. 6. The REINSURED shall be immediately informed, by the REINSURER, of any breach of this article which the REINSURER becomes aware of. 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) 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. 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. 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. 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.

Article 28





Article 29


1 2.

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. 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 30

Mode of Execution 1.The Reinsurance Agreement may be executed by: (a) An original written ink signature of paper documents. (b) An exchange of facsimile copies showing the original written ink signature of paper document. (c) Electronic signature technology employing computer software and a digital signature or digitizer pen pad to capture a person’s handwritten signature in such a manner that the signature is unique to the person signing, is under the sole control of the person signing, is capable of verification to authenticate the signature and is linked to the document signed in such a manner that if the data is changed, such signature is invalidated. 2.The use of any one or a combination of these methods of execution will constitute a legally binding and valid signing of the

Reinsurance Agreement.

Article 31

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 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 32

Intermediary Both the REINSURED and the REINSURER agree that the broker, specified in the SPECIAL CONDITIONS , is hereby recognized as the Intermediary



negotiating this Reinsurance Agreement for all Business hereunder. Unless otherwise agreed between the REINSURED and the broker 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_2020_P&C REINSURANCE_GENERAL CONDITIONS BROKER _PROPORTIONAL

P&C GENERAL CONDITIONS BROKER PROPORTIONAL SLIP TEXT WORDING 2020 GC 1

Chapter 2b : Broker Proportional General Conditions Introduction ................................................................................................................ 3

Definitions ................................................................................................................... 3


Article 2 Reinsurer’s Liability ..................................................................................... 7



Article 5 Effective Date / Period ................................................................................ 8


Article 7 Premium Portfolio Entry and Withdrawal ................................................ 9

Article 8 Loss Portfolio Entry and Withdrawal ..................................................... 10

Article 9 Premium Reserves .................................................................................... 10

Article 10 Losses Reserves Deposit ........................................................................ 11

Article 11 Reinsurance Premium and Commission ............................................... 11

Article 12 Insolvency ............................................................................................... 11

Article 13 Reinsureds’s Retention and Capacity of this Reinsurance ................. 12




Article 17 Bordereaux ............................................................................................. 14












Article 27 Data Privacy / Anti-Bribery Corporate Responsibility ........................ 30

Article 28 Sanctions ............................................................................................................... 31









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: Accident

means an unplanned or unexpected sudden Event or circumstance or series of events or circumstances that may lead to death, disability or bodily injuries of an insured risk by external means.

AXA Group Standards and Policies Beneficiary

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 any natural or legal person, organisation or entity, who may be eligible to receive or is receiving benefits under a Policy.



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


Event Gross Net Premium Income IBNR Insolvency Event

means as set out within the “Definition of Loss Occurrence” if stated in the SPECIAL CONDITIONS and attached thereto. means the gross premium accruing to the REINSURED after deducting cancellations, returns, and taxes. means incurred but not reported losses: is a reserve providing for the claims that have been incurred but have not been reported yet to the Reinsured as of the end of the accounting period. as defined in the SPECIAL CONDITIONS or applicable law.



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.




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”), both dates inclusive. shall have the meaning set out in the Data Privacy Applicable Laws definition mentioned under article “Data Privacy”.

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

Policyholder Reinsurance Premium

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 and determined by the amount of risk shared by the parties.


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





It is agreed as follows :

Article 1

General Terms 1. The Reinsurance Agreement is agreed between the REINSURED specified in

the SPECIAL CONDITIONS of the one part and the REINSURER of the other

part, both specified under the SPECIAL CONDITIONS

2. The REINSURED hereby agrees to cede and the REINSURER hereby agrees

to reinsure the Policies defined in the article “Business”.

3. 4.

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. 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.

5. The Reinsurance Agreement is solely between the REINSURED and the



REINSURER hereon. Nothing herein will in any manner create any obligations

or establish any rights in favour of, or be enforceable by, any third parties or

any persons not parties to the Reinsurance Agreement except as provided

under articles “Representation of Technical Reserves/Reinsurance

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

Article 2

Reinsurer’s Liability

1. All loss settlements made by the REINSURED, in respect of the Policies covered hereunder and of the Reinsurance Agreement, shall be binding upon the REINSURER. Payments by the REINSURED to the Insured where the REINSURED is not liable under the terms and conditions of the relevant Policies (i.e. ex gratia payments, which means payments made, in the absence of legal liability, for pure commercial reasons) shall only be binding upon the REINSURER following its prior approval.

2. The REINSURED may effect facultative reinsurance cessions on all or a portion of certain business where the REINSURED considers a full or partial share of the risk to be detrimental to the interests of both parties.

3. The liability of the REINSURER shall commence as specified under the SPECIAL CONDITIONS.


Article 3

Territorial Scope

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



Article 4

Special Acceptances



Article 5



Period 3. 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.

Loss Attachment 4. The Reinsurance Agreement shall apply on a Loss Occurring Basis. If the Reinsurance Agreement is on another loss attachment basis, it shall be specified in the SPECIAL CONDITIONS.

5. If 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 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. It is agreed that this provision shall not apply if the Reinsurance Agreement is on another loss attachment basis.

Article 6



Article 7

Premium Portfolio Entry and Withdrawal

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.



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

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.

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

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.

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.



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

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.

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.

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.


Reinsurance Premium and Commission

1. The REINSURED shall pay to the REINSURER the latter’s share of the Premium received by the REINSURED in respect of all Policies.

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.







REINSURED’s Retention and Capacity of this Reinsurance

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


Cash Call 1. 2.

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 receipt of such request. Loss payment(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

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.






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.

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. 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.





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



4. 5.

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. 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. The pagree 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 to such arty by the other party pursuant to the Reinsurance Agreement


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.










2. Except in respect of the terms and conditions of the Reinsurance Agreement, the parties may make, in respect of the form only (e.g changes to numbering), handwritten adjustments hereon. Handwritten adjustments shall not be incorporated into the Reinsurance Agreement unless both parties have confirmed their agreement by counter-signing the handwritten adjustments. Handwritten adjustments shall retroactively take effect on the Effective Date or on the date specified by the parties.

3. Subsidiary to paragraphs 1 and 2 of this article, clarifications in respect of the interpretation of the terms and conditions of the Reinsurance Agreement shall be effective where sent by instantaneous means of communication provided it can be shown that both parties have agreed to such clarifications. Clarifications in respect of the interpretation shall retroactively take effect on the Effective Date.



1. 2.

'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.

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



3. 4.

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.

This right will be exercisable during the term 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 the

REINSURED.

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.



1. 2.

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 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. 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.


Special Termination

1. 2.





The REINSURER











(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 Representation of Technical Reserves/Reinsurance Credit; Reinsurance Security of the SPECIAL CONDITIONS; 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”;

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



3. 4. 5. 6.

(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.



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



7. 8.

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 REINSURER’s Obligations (the “REINSURER’s Calculation”). Within ten (10) 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) days of receipt of all appropriate documentation from the REINSURED.

If the parties cannot agree upon an independent actuary within said ten (10) day period, each will, within ten (10) 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) 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.




If the independent actuary fails to determine the remaining REINSURER’s Obligations within the thirty (30) day period, the REINSURER will, within ten (10) 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) 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


Extraordinary Event 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:


Should the ‘Extraordinary Event’ occur within 30 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. 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.




Arbitration 1. 2.

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. 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. The tribunal may permit, in its discretion, the admission of evidence regarding the formation, interpretation, purpose or intent of the Reinsurance Agreement

3.

a) Unless the parties agree upon a single arbitrator within 30 (thirty) 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.

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.

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.



6.

a) 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. b) 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.




Article 25 (08/11/2019 update) Choice of Law and Jurisdiction


Article 26 (08/11/2019 update) Entire Agreement

The provisions of the Reinsurance Agreement constitute the contractual conditions validated by the REINSURED and the REINSURER. The parties agree that, for security reasons and to avoid any unilateral alteration of such contractual conditions, the Reinsurance Agreement shall be sent out by the



REINSURER and the REINSURED in a format which cannot be electronically and/or manually modified.


Data Privacy

1. The parties acknowledge and agree that they: - are each committed to protect 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”); - are each acting as data controller according to GDPR in respect of the Personal Data that the parties process under the Reinsurance Agreement. - 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; - have implemented and will maintain within their organisation policies and technical security measures preventing 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 accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed; and - have fulfilled legal requirements relative to the transfer of such Personal Data. 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. 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 authorisation of the REINSURED. It is understood however, that transfers within the European Union or to countries subject to an adequacy level of protection 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 the retrocessionaire or any third party is registered to whom the Personal Data has been transferred.

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. 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 to get adequate information, reasonable assistance (including records, files and facilities) as may be needed to fully and promptly carry out the audit. The REINSURED or its representative may request this audit, on reasonable advance notice.



Anti-Bribery

At the minimum, the REINSURER will provide the REINSURED with an external independent audit report issued by an external auditor, both acceptable to the REINSURED. 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 6. When required to do so by Data Privacy Applicable Laws, the REINSURED shall forward anonymised 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. Anonymised data means that the data does not allow the REINSURER to identify the Data Subject 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. 8. To the extent permitted by the applicable law and/or regulations, each party shall notify the other party without undue delay upon becoming aware of data breaches.

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. 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 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. 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. 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.

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


Sanctions 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. 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


Confidentiality 1.The parties agree that the documents, records, information and 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. 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. 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. 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. 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. 6.The REINSURED shall be immediately informed, by the REINSURER, of any breach of this article which the REINSURER becomes aware of. 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) 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. 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. 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. 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.








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.




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. 1. The Reinsurance Agreement may be executed by: (a) An original written ink signature of paper documents. (b) An exchange of facsimile copies showing the original written ink signature of paper documents. (c) Electronic signature technology employing computer software and a digital signature or digitizer pen pad to capture a person’s handwritten signature in such a manner that the signature is unique to the person signing, is under the sole control of the person signing, is capable of verification to authenticate the signature and is linked to the document signed in such a manner that if the data is changed, such signature is invalidated. 2. The use of any one or a combination of these methods of execution will constitute a legally binding and valid signing of the Reinsurance Agreement.


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 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.




Intermediary Both the REINSURED and the REINSURER agree that the broker, specified in the SPECIAL CONDITIONS, is hereby recognized as the Intermediary negotiating this Reinsurance Agreement for all Business hereunder. Unless otherwise agreed between the REINSURED and the broker 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_2020_P&C REINSURANCE_GENERAL CONDITIONS_RETROCESSION

P&C SLIP TEXT WORDING – RETROCESSION AXA GLOBAL RE 2020 – GENERAL CONDITIONS GC 1/21

Chapter 3 : Retrocession General Conditions Introduction 3

1. Preamble 3

2. Special Acceptances 4

3. Several Liability (LMA 3333 amended version) 4

4. Net Retained Lines 5

5. Retrocession Deduction 5

6. Retrocession Premium 5

7. Accounts – Settlements 6

8. Offset of balances 6

9. Loss Portfolio Entry and Withdrawal (only applicable to proportional treaties) 7

10. Cash Call 7

11. Inspection of Records 7

12. Delay, Error and Omission 8

13. Notice of Claims – Claim Settlement 8

14. Modifications and Clarifications 9

15. Special Termination 9

16. Extraordinary Event 13

17. Arbitration 13

18. Choice of Law and Jurisdiction 15

19. Confidentiality 15

20. Data Privacy 17

21. Anti-bribery 19

22. Corporate Responsability 19



23. Sanctions 19

Subject to any amendment of this clause in the COVER NOTE: 19

24. Entire Agreement 20

25. Severability 20

26. Intermediary Clause (If applicable) 20

27. Conflict of Interest 20

28. Survival of the Retrocession Agreement 21

29. Mode of Execution 21

30. Counterpart Provisions 21



Introduction

The Retrocession Agreement consists of two parts, being the COVER NOTE and these GENERAL CONDITIONS (which include the Introduction and the Preamble below), which 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”).

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 hereunder 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 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 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 or deductible as set forth under the Special Conditions of the Underlying Reinsurance Agreement. 1.4. The Retrocession Agreement is solely between the RETROCEDENT and the RETROCESSIONAIRE hereon. Nothing herein will in any manner create any obligations or establish any rights in favour of, or be enforceable by, any third parties or any persons not parties to the Retrocession Agreement except as provided under the COVER NOTE or the Special Conditions of the Underlying Reinsurance Agreement.

1.5. The RETROCESSIONAIRE agrees to send to the RETROCEDENT its Annual Report before the 30th of September of the year of the Retrocession Agreement.

2. Special Acceptances

2.1. 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). 2.2. If it is not so stated in the COVER NOTE, Special Acceptances shall be agreed by RETROCESSIONAIRE(S) each for their own participation. 2.3. In case of an emergency, the RETROCEDENT may require the Leading RETROCESSIONAIRE(S) or each RETROCESSIONAIRE(S) to agree or refuse the Special Acceptances within 3 (three) Working Days from the receipt of the RETROCEDENT’s request. 2.4 If the Leading RETROCESSIONAIRE(S) or each RETROCESSIONAIRE(S) judge that more information is necessary to agree or refuse the Special Acceptances, the Leading RETROCESSIONAIRE(S) or each RETROCESSIONAIRE(S) 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(S) or each RETROCESSIONAIRE(S). 2.5. Any Special Acceptance agreed to by past RETROCESSIONAIRE(S) and in force at inception of the Underlying Reinsurance Agreement shall be covered hereunder, provided such Special Acceptances are declared by the RETROCEDENT.

3. Several Liability (LMA 3333 amended version)

3.1. The liability of a 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.

4. Net Retained Lines

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 Underlying Policy which the RETROCEDENT retains shall be included. The amount of the RETROCESSIONAIRE(s) 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.

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.

6. Retrocession Premium

6.1. The RETROCEDENT shall pay, within 15 (fifteen) Working Days from the dates specified under the Special Conditions of the Underlying Reinsurance Agreement to the RETROCESSIONAIRE a Deposit Premium based upon its participation share of any figure stated in the Special Conditions of the Underlying Reinsurance Agreement. 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 written premium income net of returns for the Period hereof, but including any adjustments on previous years, subject however to a minimum premium of the amount stated in the Special Conditions.



6.3. The payment of any adjustment premium due shall be made by the debtor party as soon as practicable, and in any event not later than 12 (twelve) weeks from the date of validation of the ccounts by the RETROCESSIONAIRE. 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.

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.

7.4. All settlements 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 COVER NOTE under the article “Representation of Technical Reserves/Reinsurance Credit/Reinsurance Security”.

8. Offset of balances

One party may at its discretion set off any amounts due and payable by the other party against any amounts due to that other party under the Retrocession Agreement, except on any Deposit and/or Minimum Premium payable by the RETROCEDENT.



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. Cash Call

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 Deductible/Retention from the ground up 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.

Loss payment(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.

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. Inspection of Records

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 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 term 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 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 any reinsured company 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. Delay, Error and Omission

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 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.

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

14. Modifications and Clarifications

14.1. Terms and conditions of the Retrocession Agreement and the Underlying Reinsurance Agreement may not be modified, including by way of additions, deletions and amendments, unless by addendum to be attached to the Retrocession Agreement and signed by the parties of the Slip Text Wording. Modifications shall take effect on the date specified in the addendum. 14.2. Except in respect of the terms and conditions of the Retrocession Agreement and the Underlying Reinsurance Agreement, the parties may, in respect of the form only (e.g changes to numbering), make handwritten adjustments hereon. Handwritten adjustments shall not be incorporated into to the Retrocession Agreement and the Underlying Reinsurance Agreement unless both parties have confirmed their agreement by counter-signing the handwritten adjustments. Handwritten adjustments shall retroactively take effect on the Effective Date or on the date specified by the parties. 14.3. Subsidiary to paragraphs 1 and 2 of this Article, clarifications in respect of the interpretation of the terms and conditions of the Retrocession Agreement shall be effective where sent by instantaneous means of communication provided it can be shown that both parties have agreed to such clarifications. Clarifications in respect of the interpretation shall retroactively take effect on the Effective Date. 14.4. The COVER NOTE may provide that modifications and/or clarifications are to be agreed by the Leading RETROCESSIONAIRE (to the extent there is a Leading RETROCESSIONAIRE identified in the COVER NOTE) of the RETROCEDENT only. If so, modifications and/or clarifications so agreed will be binding upon all retrocessionaires. If it is not so stated in the COVER NOTE, modifications and/or clarifications shall be agreed by retrocessionaires each for their own participation.

15. Special Termination

15.1. 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.

15.2. 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



(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





(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 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 COVER NOTE; 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.

15.3. Termination by the RETROCEDENT will be effected by written notice of termination and will be effective upon receipt of said notice by the RETROCESSIONAIRE. 15.4. If the RETROCEDENT terminates the RETROCESSIONAIRE’s participation in the Retrocession Agreement, 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.

15.5. 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.

15.6. 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 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.



15.7. 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.

15.8. 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) 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) 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) 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) days of receipt of all appropriate documentation from the RETROCEDENT.

If the parties cannot agree upon an independent actuary within said ten (10) day period, each will, within ten (10) 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) 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) 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 three-month LIBOR rate effective as of the date of notice of 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.



If the independent actuary fails to determine the remaining RETROCESSIONAIRE’s Obligations within the thirty (30) day period, the RETROCESSIONAIRE will, within ten (10) days following the end of said thirty (30) 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) 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.

16. Extraordinary Event

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. Arbitration

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 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) days of the RETROCEDENT’s appointment of its arbitrator, unless a RETROCESSIONAIRE within ten (10) 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 30 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 30 days as provided, or if the two arbitrators fail to agree on the third arbitrator within a subsequent time Period of 30 days, the second and/or the third arbitrator shall be appointed by CEFAREA 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 days, submit its observations to CEFAREA. CEFAREA shall notify the appointments of the arbitrators to both parties by registered letter within ten days, following the 8 days Period here above mentioned. If, once appointed, an arbitrator is unable to perform its functions the substitute arbitrator shall be appointed by CEFAREA 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 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. The award shall fix the costs of arbitration. 17.12. (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.

18. Choice of Law and Jurisdiction

Subject to the terms of article 17, the Retrocession Agreement shall be governed by the laws and be subject to the jurisdiction of France.

19. Confidentiality

19.1. The parties agree that the documents, records, information and data, including but not limited to terms and conditions and all renewal information, provided to the 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) 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 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. Data Privacy

20.1. Data Privacy The parties acknowledge and agree that they: - are each committed to protect 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”)); - are each acting as data controller according to GDPR in respect of the Personal Data that the parties process under the Retrocession Agreement; - 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; - have implemented and will maintain within their organisation policies and technical security measures preventing 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 accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed; and - have fulfilled legal requirements relative to the transfer of such Personal Data. 20.2. Personal Data received by the RETROCESSIONAIRE from the RETROCEDENT which is subject to the GDPR shall not be: - 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 - commercially exploited by the RETROCESSIONAIRE; 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 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 authorisation of the RETROCEDENT. It understood however, that transfers within the European Union or to countries subject to an adequacy level of protection 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 authorisation 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 the retrocessionaires or any third party is registered to whom the Personal Data has been transferred.

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 to get adequate information, reasonable assistance (including records, files and facilities) as may be needed to fully and promptly carry out the audit. The RETROCEDENT or its representative may request this audit, on reasonable advance notice. At the minimum, the RETROCESSIONAIRE will provide the RETROCEDENT with an external independent audit report issued by an external auditor, both acceptable to the RETROCEDENT. 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 anonymised 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. Anonymised 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 by the applicable law, each party shall notify the other party without undue delay upon becoming aware of data breaches.



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 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 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 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. Corporate Responsability

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 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.

23. Sanctions

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.



24. Entire Agreement

The provisions of the Retrocession Agreement and of the Underlying Reinsurance Agreement constitute the contractual conditions validated by the RETROCESSIONAIRE and the RETROCEDENT. The parties agree that for security reasons and to avoid any unilateral alteration of such contractual conditions, the Retrocession Agreement shall be sent out by the RETROCESSIONAIRE and the RETROCEDENT in a format which cannot be electronically and/or manually modified.

25. Severability

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. The parties agree that 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.

26. Intermediary Clause (If applicable)

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. Unless otherwise agreed between the RETROCEDENT and the broker 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.

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 Chinese wall policy.



27.2 This Fire wall shall ensure at least that:

- The RETROCESSIONNAIRE reinsurance and insurance activities are performed by clearly distinct departments and employees;

- The RETROCESSIONNAIRE organization avoids any conflict of interests for employees between the reinsurance and insurance activities;

- The RETROCESSIONNAIRE 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 confidential information;

- The RETROCESSIONNAIRE and affiliates employees are fully aware of and apply the confidentiality obligations in respect of Fire wall.

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 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. Mode of Execution

29.1 The Retrocession Agreement may be executed by: (a) An original written ink signature of paper documents. (b) An exchange of facsimile copies showing the original written ink signature of paper documents. (c) Electronic signature technology employing computer software and a digital signature or digitizer pen pad to capture a person’s handwritten signature in such a manner that the signature is unique to the person signing, is under the sole control of the person signing, is capable of verification to authenticate the signature and is linked to the document signed in such a manner that if the data is changed, such signature is invalidated. 29.2. The use of any one or a combination of these methods of execution will constitute a legally binding and valid signing of the Retrocession Agreement.

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

AXA_2020_P&C REINSURANCE_GENERAL CONDITIONS_GROUP COVERS

P&C GENERAL CONDITIONS SLIP TEXT WORDING GROUP COVERS 2020 GC 1

Chapter 4 : Group Covers General Conditions Introduction ................................................................................................................3

Definitions ...................................................................................................................3

Article 1 General Terms ..............................................................................................6

Article 2 REINSURER’s Liability .....................................................................................7

Article 3 Territorial Scope ..........................................................................................8

Article 4 Special Acceptances ....................................................................................8

Article 5 Effective Date / Period ................................................................................9

Article 6 Business & Exclusions .............................................................................. 10

Article 7 Ultimate Net / Loss ................................................................................... 10


Article 9 Insolvency ................................................................................................ 11









Article 18 Inspection of Records............................................................................. 16





Special Termination ................................................................................................. 18



Article 23 Choice of laws and jurisdictions ........................................................... 31


Article 25 Corporate Responsibility ....................................................................... 35

Article 26 Sanctions ................................................................................................. 35




Article 30 Counterparts Provisions ........................................................................ 39


Article 32 Several Liability ...................................................................................... 40

Article 33 Conflict of Interest ................................................................................. 41

Article 34 Survival of the Agreement .................................................................... 41

Article 35 Financial Interest ................................................................................... 41



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: Accident Beneficiary Bribery

means an unplanned or unexpected sudden Event or circumstance or series of events or circumstances that may lead to death, disability or bodily injuries of an insured risk by external means. means any natural or legal person, organisation or entity, who may be eligible to receive or is receiving benefits under a Policy. 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

means the business(es) or classes of business(es) specified in the SPECIAL CONDITIONS.



Cash Call

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 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 S, if the Reinsurance Agreement has been arranged with a Deposit Premium.

Retention (Excess of Loss)

means the amount of the Ultimate Net Loss retained (or held) by the REINSURED for its own account, as stated in the SPECIAL CONDITIONS , and as more particularly defined in the article “Limit and Deductible” 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.


means as set out within the “Definition of Loss Occurrence” if stated in the SPECIAL CONDITIONS and attached thereto. means incurred but not reported losses: is a reserve providing for the claims that have been incurred but have not been reported yet to the Reinsured as of the end of the accounting period. 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 Deductible as stated in the SPECIAL CONDITIONS (as defined in the article “Ultimate Net Loss”) 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 Insured



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 this Reinsurance Agreement is terminated in accordance with the terms of article “Special Termination”), 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 policies and/or original contracts of insurance (including co-insurance) and/or reinsurance accepted and/or renewed by the REINSURED.

Policyholder



Reinsurance Premium



The REINSURED shall be the sole judge as to what constitutes a Risk. means that a 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




Article 1



3. Any Business ceded 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 Deductible” of the SPECIAL CONDITIONS.



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.

5. The Reinsurance Agreement is solely between the REINSURED and the REINSURER hereon. Nothing herein will in any manner create any obligations or establish any rights in favour of, or be enforceable by, any third parties or any persons not parties to the Reinsurance Agreement except as provided in the article “Financial Interest” or as provided under the articles “Representation of Technical Reserves/Reinsurance Credit/Reinsurance Security” and “Insolvency” of the SPECIAL CONDITIONS.

Article 2


1. In consideration of the payment of the Reinsurance Premium and subject to the GENERAL CONDITIONS , 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 Deductible each and every Loss/ Accident Occurrence/Risk (subject to the SPECIAL CONDITIONS) during the Period.



4. 5.

All loss settlements made by the REINSURED, in respect of the Policies covered hereunder and of the Reinsurance Agreement, shall be binding upon the REINSURER. The REINSURER agrees to send to the REINSURED its annual accounting report before the 30th September of the year of the Reinsurance Agreement.



Article 3


Article 4

Special Acceptances

1. 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. 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. 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. 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 Leading REINSURER. Special Acceptances in force at inception of the Reinsurance Agreement shall be covered hereunder, provided such Special Acceptances are declared by the REINSURED.

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).

Article 5





5. If 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 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. It is agreed that this provision shall not apply if the Reinsurance Agreement is on another loss attachment basis.



Article 6



Article 7

Ultimate Net Loss

1. 2.

"Ultimate Net Loss" means the total amount paid or payable arising out of the Policies. This amount shall include any legal costs and expenses of litigation arbitration, investigation, negotiation, costs incurred in connection with loss recovery, adjustment such as expert fees, if any award of costs ordered against the REINSURED (including for instance interest allocated for the inexecution 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. Payments by the REINSURED to the Original Insured where the REINSURED is not liable under the terms and conditions of the relevant Policies (i.e. ex gratia payments, which means payments made, in the absence of legal liability, for pure commercial reasons) shall only be binding upon the REINSURER following its prior approval. 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. A list of such inuring other reinsurances will be shown in the SPECIAL CONDITIONS under the paragraph information, if applicable.


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



Article 9


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 10

Net Retained Lines




Article 11

Cash Call

1. 2.

Unless otherwise stated in the SPECIAL CONDITIONS , whenever the amount of loss payment(s) exceed(s) the Deductible 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 15 (fifteen) Working Days upon receipt of such request. Loss payment(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. 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.

Article 12


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 on 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.

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.



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 13


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).


3. 4.

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. 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.

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



6.

Security” of the SPECIAL CONDITIONS. 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 on any Deposit and/or Minimum Premium payable by the REINSURED, due and payable to such party by the other Party pursuant to the Reinsurance Agreement.

Article 14

Reinsurance Premium

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 as soon as practicable after the Expiry Date of the Reinsurance Agreement, the Reinsurance Premium, where applicable, shall be adjusted in accordance with the provisions stated in the SPECIAL CONDITIONS subject to the minimum specified premium where applicable. The payment of any adjustment premium due shall be made by the debtor party forthwith but not later than 12 (twelve) weeks after the account has been received by the REINSURER.

Article 15

Reinstatement(s) 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.






Article 16



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 books 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.

Article 17

Modifications and 1. Terms and conditions of the Reinsurance Agreement may not be modified,



Clarifications including by way of additions, deletions and amendments, unless by addendum to be attached to the Reinsurance Agreement and signed by both parties. Modifications shall take effect on the date specified in the addendum.


3. 4.

Subsidiary to paragraphs 1 and 2 of this article, clarifications in respect of the interpretation of the terms and conditions of the Reinsurance Agreement shall be effective where sent by instantaneous means of communication provided it can be shown that both parties have agreed to such clarifications. Clarifications in respect of the interpretation shall retroactively take effect on the Effective Date. All modifications and clarifications to the Reinsurance Agreement shall be agreed by the Leading REINSURER(s) or the Referent REINSURER(s) and shall be binding for all REINSURER(s) (to the extent there is a Leading Reinsurer or Referent Reinsurer identified in the SPECIAL CONDITIONS ).

Article 18


1. 2.

The REINSURER 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. 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



3. 4.

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

Article 19




1. 2.

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 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. 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.

Article 20

Special Termination

1. 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








(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 requirements of the article “Representation of Technical Reserves/Reinsurance Credit; Reinsurance Security” of the SPECIAL CONDITIONS ; 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



3. 4. 5.

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

(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.




6. 7. 8.


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 REINSURER’s Obligations (the “REINSURER’s Calculation”). Within ten (10) 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) days of receipt of all appropriate documentation from the REINSURED.

If the parties cannot agree upon an independent actuary within said ten (10) day period, each will, within ten (10) 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) 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) 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 three-month LIBOR rate effective as of the date of notice of termination date.


If the independent actuary fails to determine the remaining REINSURER’s Obligations within the thirty (30) day period, the REINSURER will, within ten (10) 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.


Article 21

Extraordinary Event



It is agreed between the parties that this article does not apply to Property per Event Excess of Loss Reinsurance Agreements.






Article 22

Arbitration 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.



2. 3a

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) Working days of the REINSURED’s appointment of its arbitrator, unless a REINSURER within ten (10) 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. All disputes involving U.S. domiciled REINSURED 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 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) Working 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) days after the appointment of the second arbitrator, choose a third arbitrator. In the event that they fail to do so within thirty (30) Working 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 3a, 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



3b

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

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 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) Working days following the notice of arbitration, the



3c.

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.

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) Working days as provided, or if the two arbitrators fail to agree on the third arbitrator within a subsequent time period of 30 (thirty) Working 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) Working days, submit its observations to CEFAREA-ARIAS.

vii. CEFAREA-ARIAS shall notify the appointments of the arbitrators to both parties by registered letter within ten days, following the 8 (eight) Working 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 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.

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 3a and 3b or a single arbitration using either 3a or 3b.

Article 23

Choice of laws and jurisdictions

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.

Article 24

Entire Agreement


Article 25

Data Privacy 1. The parties acknowledge and agree that they: - are each committed to protect 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”));



- with respect to GDPR, are each acting as data controller in respect of the Personal Data that the parties process under the Reinsurance Agreement. - 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; - have implemented and will maintain within their organisation policies and technical security measures preventing 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 accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data, nonpublic information and informational systems transmitted, stored or otherwise processed; and - have fulfilled legal requirements relative to the transfer of such Personal Data, nonpublic information and informational systems. 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 in, 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.



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 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 the retrocessionaires or any third party is registered to whom the Personal Data has been transferred. (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. 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 to get adequate information, reasonable assistance (including records, files and facilities) as may be needed to fully and promptly carry out the audit. The REINSURED or its representative may request this audit on reasonable advance notice. At the minimum, the REINSURER will provide the REINSURED with an external independent audit report issued by an external auditor, both acceptable to the REINSURED. 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.



6. Where required to do so by Data Privacy Applicable Laws, the REINSURED shall forward anonymised 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. Anonymised data means that the data does not allow the REINSURER to identify the Data Subject. 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. 8. To the extent permitted by the applicable laws and/or regulations, each party shall notify the other party without undue delay upon becoming aware of data breaches.

Anti-Bribery

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. 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. 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 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 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.

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. 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.

Article 26

Sanctions 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.

Article 27



Confidentiality

1. The parties agree that the documents, records, information and 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.

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. 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 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.



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.

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. 6. The REINSURED shall be immediately informed, by the REINSURER, of any breach of this article which the REINSURER becomes aware of.

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) 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.

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.

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.

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.

Article 28




2. The parties agree that 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 29

Intermediary In respect of non-US REINSURED, 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. Unless otherwise agreed between the REINSURED and the broker 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 In respect of US REINSURED, 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.

Article 30


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.



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 31

Mode of Execution 1. The Reinsurance Agreement may be executed by: (a) an original written ink signature of paper documents. (b) An exchange of facsimile copies showing the original written ink signature of paper documents. (c) Electronic signature technology employing computer software and a digital signature or digitizer pen pad to capture a person’s handwritten signature in such a manner that the signature is unique to the person signing, is under the sole control of the person signing, is capable of verification to authenticate the signature and is linked to the document signed in such a manner that if the data is changed, such signature is invalidated. 2.The use of any one or a combination of these methods of execution will constitute a legally binding and valid signing of the Reinsurance Agreement.

Article 32

Several Liability 1. The liability of a REINSURER under the Reinsurance Agreement is (LMA 333 amended several and not joint with other reinsurers party to the version) 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.

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.



Article 33

Conflict of Interest 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.

2. This Fire wall shall ensure at least that:

• the REINSURER reinsurance and insurance activities are performed by clearly distinct departments and employees;

• the REINSURER organization avoids any conflict of interests for employees between the reinsurance and insurance activities;

• the REINSURER 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 confidential information;

• the REINSURER and affiliates employees are fully aware of and apply the confidentiality obligations in respect of Fire wall.

Article 34

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 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 35



Financial Interest 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 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. 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;)

AXA Reinsurance Property & Casualty · 2020. 10. 21. · AXA_2020_P&C REINSURANCE _G ENERAL...

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Transcript of AXA Reinsurance Property & Casualty · 2020. 10. 21. · AXA_2020_P&C REINSURANCE _G ENERAL...