[Insert below section:]
TRANSFER FROM ONE UNDERWRITING YEAR OF ACCOUNT TO THE NEXT
37A.1 The Coverholder acknowledges that syndicates at Lloyd’s are annual ventures and that although commonly syndicates will be reconstituted in the immediately following underwriting year of account, in some cases that will not happen. The Underwriters and the Coverholder agree that where possible, and unless this Agreement has been terminated, the benefit (and burden) of the provisions of this Agreement, so far as concerns the Underwriters and at their option, should be transferred as and from 1 January of each year following its inception to the underwriting members of the syndicates in the immediately following year of account and for that purpose the Underwriters and Coverholder agree as follows.
37A.2. If this Agreement has not been terminated under Section 36 above, then with effect from and including 1 January of each year following the inception of this Agreement (“the Transfer Date”):
37A.2.1 the Underwriters and the Coverholder agree that the appointment of the Coverholder under this Agreement shall take effect for all purposes as an appointment by the underwriting members of Lloyd’s for the same participating syndicates at the time of the transfer for the immediately following year of account (“the Incoming Underwriters”) in place of the underwriting members of Lloyd’s for the participating syndicates at the time of the transfer (for the purposes of this Section referred to as “the Outgoing Underwriters”);
37A.2.2 insurances falling within the scope of this Agreement and bound by the Coverholder on or following each Transfer Date shall be underwritten by the Incoming Underwriters and not by the Outgoing Underwriters;
37A.2.3 the individual proportions of the Incoming Underwriters of each syndicate shall be the same as the individual proportions of the same syndicate of the Outgoing Underwriters;
37A.2.4 the Incoming Underwriters shall assume and be bound by and subject to the terms and conditions of this Agreement and shall have and be entitled to exercise all powers, authorities and discretions conferred in this Agreement in relation to the period as and from the each Transfer Date as if the Incoming Underwriters had been a party to this Agreement as from the inception of this Agreement, and for these purposes “Underwriters” in this Agreement shall be interpreted so as to refer to the Incoming Underwriters where a transfer to which this Section 37A applies has taken place;
37A.2.5 the Incoming Underwriters shall have no liability for the period before the applicable Transfer Date; and
37A.2.6 the Outgoing Underwriters shall remain bound by and subject to the terms and conditions of this Agreement, and shall have and be entitled to exercise all powers, authorities and discretions conferred in this Agreement, in relation to the period prior to the applicable Transfer Date but shall not be responsible for the performance of this Agreement as and from that Transfer Date.
37A.3 For the purposes of sub-section 37A.2, the Outgoing Underwriters in each year shall be responsible for obtaining the Incoming Underwriters’ agreement to the transfer of the benefit and burden of this Agreement to the Incoming Underwriters in place of the Outgoing Underwriters as and from the applicable Transfer Date. The Coverholder waives any requirement of notice of the acceptance of transfer. The transfer shall be evidenced by an endorsement which will be completed by or on behalf of the Incoming Underwriters and provided to the Coverholder. The transfer will take place, and will bind the Outgoing Underwriters, the Incoming Underwriters, and the Coverholder, even if no such endorsement is produced.
*This section allows for the annual transfer of the binding authority each year. No changes can be made to this wording without the prior agreement of Lloyd’s.