Common use of INSOLVENCY OF THE COMPANY Clause in Contracts

INSOLVENCY OF THE COMPANY. In the event of the insolvency of the Company, all reinsurance payments due under this Agreement will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Company, without diminution because of the insolvency, for those claims allowed against the Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Company as part of the expense of liquidation to the extent of a proportionate share of the benefit that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are participating in the same claim and a majority in interest elects to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. The Reinsurer will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement.

INSOLVENCY OF THE COMPANY. In the event of the insolvency of the Company, all reinsurance payments due under this Agreement will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Company, without diminution because of the insolvency, for those claims allowed against the Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Company as part of the expense of liquidation to the extent of a proportionate share of the benefit that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are participating in the same claim and a majority in interest elects elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. The Reinsurer will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement.

INSOLVENCY OF THE COMPANY. In the event of the insolvency of the Company, all reinsurance payments due under this Agreement will the Company by the Reinsurer shall be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Company, without diminution because of the insolvency, for those claims allowed against the Company by any court of competent jurisdiction or by the its liquidator, rehabilitator, receiver or statutory successor having authority to allow such claimson the basis of the liability of the Company under the policies reinsured without diminution because of insolvency of the Company. In the event of insolvency of the Company, the liquidator, rehabilitator, receiver, receiver or statutory successor will shall give the Reinsurer written notice to of the Reinsurer pendency of all pending claims against the Company a claim on any policies a policy reinsured within a reasonable time after such the claim is filed in the insolvency solvency proceeding. While a claim is pendingDuring the pendency of the claim, the Reinsurer may investigate and interpose, at its own expensethe claim and, in the a proceeding where the claim is to be adjudicated, the Reinsurer may, at the Reinsurer's own expense, interpose in the name of the Company (its liquidator, receiver or statutory successor) any defense or defenses that it which the Reinsurer may deem available to the Company or its liquidator, rehabilitator, receiver, receiver or statutory successor. The Subject to court approval, the expense thus incurred by the Reinsurer will shall be chargeable, subject to court approval, chargeable against the Company as part of the expense of liquidation to the extent of a the proportionate share of the benefit that which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two (2) or more reinsurers are participating participate in the same claim and a majority in interest elects elect to interpose a defense or defenses to any such the claim, the expense will shall be apportioned in accordance with the terms of this Agreement the reinsurance agreements as though such if the expense had been incurred by the Company. The Reinsurer will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement.

INSOLVENCY OF THE COMPANY. In the event that the Company is deemed Insolvent, all payments made in accordance with the terms of this Agreement shall be payable by the insolvency of Reinsurer directly to the Company, all reinsurance payments due under this Agreement will be payable directly to the its liquidator, rehabilitator, receiver, receiver or statutory successor of the Companysuccessor, without diminution because of the insolvencyInsolvency of the Company. It is understood, for those claims allowed against however, that in the Company by any court event of competent jurisdiction or by such Insolvency, the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Company, the liquidator, rehabilitator, receiver, or statutory successor will Company shall give written notice to the Reinsurer of all pending claims the pendency of a claim against the Company on any policies a risk reinsured hereunder within a reasonable time after such claim is filed in the insolvency Insolvency proceeding. While Such notice shall indicate the Policy reinsured and whether the claim could involve a claim is pendingpossible liability on the part of the Reinsurer. During the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where the such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or Company, its liquidator, rehabilitator, receiver, receiver or statutory successor. The It is further understood that the expense thus incurred by the Reinsurer will shall be chargeable, subject to court approval, against the Company as part of the expense of liquidation to the extent of a proportionate share of the benefit that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are participating in the same claim and a majority in interest (determined with respect to shares of amount at risk) elects to interpose a defense or defenses to any such claim, the expense will shall be apportioned among the reinsurers in accordance with the terms same proportion that the reinsurers’ net liability bears to the sum of this Agreement as though such expense had been incurred by the Companynet liability of all reinsurers. The Reinsurer will shall be liable only for the amounts reinsured payable under this Agreement and will shall not be or become be, nor become, liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreementthe Policies.

INSOLVENCY OF THE COMPANY. (a) In the event of insolvency and the appointment of a Conservator of the Company, the portion of any risk or obligation assumed by the Reinsurer hereunder shall be payable by the Reinsurer to the Conservator of the Company, on the basis of the liability of the Company under the Covered Policies, without diminution because of that insolvency, or because the Conservator has failed to pay all or a portion of any claims, directly to the Payees as their interests may appear. (b) Payments by the Reinsurer as set forth above shall be made directly to the Company or to its Conservator, except where payment is made pursuant to Section 13. For the avoidance of doubt, the Payees are specified payees of the reinsurance under this Agreement in the event of the insolvency of the Company, as permitted by Section 1308(a)(2)(B)(i) of the New York Insurance Law. (c) In the event of the insolvency of the Company, all reinsurance payments due under this Agreement will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor Conservator of the Company, without diminution because of the insolvency, for those claims allowed against the Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Company, the liquidator, rehabilitator, receiver, or statutory successor will shall give written notice to the Reinsurer of all pending claims the pendency of a claim against the insolvent Company on any policies reinsured each Covered Policy within a reasonable time after such claim is filed in the insolvency proceeding. While a , and during the pendency of such claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where the such claim is adjudicated, to be adjudicated any defense or defenses that which it may deem available to the Company or its liquidator, rehabilitator, receiver, or statutory successorConservator. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approval, against the insolvent Company as part of the expense of liquidation or rehabilitation to the extent of a proportionate the share of the benefit that which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are participating in the same claim and a majority in interest elects to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. The Reinsurer will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement.

INSOLVENCY OF THE COMPANY. In the event of the insolvency of the Company, all reinsurance payments due under this Agreement will be payable directly to Company and the appointment of a liquidator, rehabilitator, receiver, conservator or statutory successor successor, the reinsurance provided hereunder shall be payable immediately upon demand, with reasonable provision for verification, on the basis of the Company, without diminution because liability of the insolvency, for those Company on the basis of claims allowed against the Company by any court of competent jurisdiction or by the any liquidator, rehabilitatorreceiver, receiver conservator or statutory successor having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, conservator or statutory successor has failed to pay all or a portion of any claims. Payment by the Reinsurer shall be made directly to the Company or to its liquidator, receiver, conservator or statutory successor, except where this Agreement specifies another payee in the event of the insolvency of the Company, and the Reinsurer with the consent of the direct insureds has assumed such policy obligations of the Company as its direct obligations to the payees under such policies, in substitution for the obligations of the Company to such payees. In the event of the insolvency of the Company, the liquidatorliquidators, rehabilitatorreceivers, receiver, conservator or statutory successor will of the Company shall give written notice to the Reinsurer of all pending claims the pendency of a claim against the insolvent Company on any the policy or policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a During the pendency of such claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where the such claim is adjudicated, to be adjudicated any defense or defenses that which it may deem available to the Company or its liquidator, rehabilitator, receiver, conservator or statutory successor. The Such expense incurred by the Reinsurer will shall be chargeable, chargeable subject to court approval, approval against the insolvent Company as part of the expense of liquidation to the extent of a proportionate share of the benefit that which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are participating in the same claim and a majority in interest elects to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. The Reinsurer will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement.

INSOLVENCY OF THE COMPANY. In the event of the insolvency of the Company, all reinsurance payments due under this Agreement will the Company by the Reinsurer shall be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Company, without diminution because of the insolvency, for those claims allowed against the Company by any court of competent jurisdiction or by the its liquidator, rehabilitator, receiver or statutory successor having authority to allow such claimson the basis of the liability of the Company under the policies reinsured without diminution because of insolvency of the Company. In the event of insolvency of the Company, the liquidator, rehabilitator, receiver, receiver or statutory successor will shall give the Reinsurer written notice to of the Reinsurer pendency of all pending claims against the Company a claim on any policies a policy reinsured within a reasonable time after such the claim is filed in the insolvency solvency proceeding. While a claim is pendingDuring the pendency of the claim, the Reinsurer may investigate and interpose, at its own expensethe claim and, in the a proceeding where the claim is to be adjudicated, the Reinsurer may, at the Reinsurers own expense, interpose in the name of the Company (its liquidator, receiver or statutory successor) any defense or defenses that it which the Reinsurer may deem available to the Company or its liquidator, rehabilitator, receiver, receiver or statutory successor. The Subject to court approval, the expense thus incurred by the Reinsurer will shall be chargeable, subject to court approval, chargeable against the Company as part of the expense of liquidation to the extent of a the proportionate share of the benefit that which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two (2) or more reinsurers are participating participate in the same claim and a majority in interest elects elect to interpose a defense or defenses to any such the claim, the expense will shall be apportioned in accordance with the terms of this Agreement the reinsurance agreements as though such if the expense had been incurred by the Company. The Reinsurer will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement.

INSOLVENCY OF THE COMPANY. In the event of the insolvency of the Company, all reinsurance payments due under this Agreement will the Company by the Reinsurer shall be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Company, without diminution because of the insolvency, for those claims allowed against the Company by any court of competent jurisdiction or by the its liquidator, rehabilitator, receiver or statutory successor having authority to allow such claimson the basis of the liability of the Company under the policies reinsured without diminution because of insolvency of the Company. In the event of insolvency of the Company, the liquidator, rehabilitator, receiver, receiver or statutory successor will shall give the Reinsurer written notice to of the Reinsurer pendency of all pending claims against the Company a claim on any policies a policy reinsured within a reasonable time after such the claim is filed in the insolvency solvency proceeding. While a claim is pendingDuring the pendency of the claim, the Reinsurer may investigate and interpose, at its own expensethe claim and, in the a proceeding where the claim is to be adjudicated, the Reinsurer may, at the Reinsurer's own expense, interpose in the name of the Company (its liquidator, receiver or statutory successor) any defense or defenses that it which the Reinsurer may deem available to the Company or its liquidator, rehabilitator, receiver, receiver or statutory successor. The Subject to the court approval, the expense thus incurred by the Reinsurer will shall be chargeable, subject to court approval, chargeable against the Company as part of the expense of liquidation to the extent of a the proportionate share of the benefit that which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two (2) or more reinsurers are participating participate in the same claim and a majority in interest elects elect to interpose a defense or defenses to any such the claim, the expense will shall be apportioned in accordance with the terms of this Agreement the reinsurance agreements as though such if the expense had been incurred by the Company. The Reinsurer will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement.

INSOLVENCY OF THE COMPANY. In the event of the insolvency of the Company, all reinsurance payments due under this Agreement the Company by the Reinsurer will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Company, without diminution because of the insolvency, for those claims payments allowed against the Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. The Reinsurer will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. In the event of the insolvency of the Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all a pending claims claim against the Company on any policies policy reinsured hereunder within a reasonable time after such claim is filed in the insolvency proceeding. While During the pendency of a claim is pendingclaim, the Reinsurer may investigate and interposethe claim and, in a proceeding where the claim is to be adjudicated, the Reinsurer may, at its own expense, interpose in the proceeding where the claim is adjudicated, proceedings any defense or defenses that it may deem available to the Company or its liquidator, rehabilitator, receiver, or statutory successor. The Subject to court approval, the expense incurred by the Reinsurer will be chargeable, subject to court approval, chargeable against the Company as part of the expense of liquidation to the extent of a the proportionate share of the benefit that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are participating in the same claim and a majority in interest elects to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement the reinsurance agreements as though such expense had been incurred by the Company. The Reinsurer will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement.

INSOLVENCY OF THE COMPANY. In the event of the insolvency of the Company, all reinsurance payments due under this Agreement will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Company, without diminution because of the insolvency, for those claims allowed against the Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency Insolvency of the Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency Insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Company as part of the expense of liquidation to the extent of a proportionate share of the benefit that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are participating in the same claim and a majority in interest elects to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. The Reinsurer will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement.

INSOLVENCY OF THE COMPANY. In the event of the insolvency of the Company, all reinsurance payments due under this Agreement will the Company by the Reinsurer shall be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Company, without diminution because of the insolvency, for those claims allowed against the Company by any court of competent jurisdiction or by the its liquidator, rehabilitator, receiver or statutory successor having authority to allow such claimson the basis of the liability of the Company under the policies reinsured without diminution because of insolvency of the Company. In the event of insolvency of the Company, the liquidator, rehabilitator, receiver, receiver or statutory successor will shall give the Reinsurer written notice to of the Reinsurer pendency of all pending claims against the Company a claim on any policies a policy reinsured within a reasonable time after such the claim is filed in the insolvency solvency proceeding. While a claim is pendingDuring the pendency of the claim, the Reinsurer may investigate and interpose, at its own expensethe claim and, in the a proceeding where the claim is to be adjudicated, the Reinsurer may, at the Reinsurer's own expense, interpose in the name of the Company, its liquidator, receiver or statutory successor, any defense or defenses that it which the Reinsurer may deem available to the Company or its liquidator, rehabilitator, receiver, receiver or statutory successor. The Subject to court approval, the expense thus incurred by the Reinsurer will shall be chargeable, subject to court approval, chargeable against the Company as part of the expense of liquidation to the extent of a the proportionate share of the benefit that which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two (2) or more reinsurers are participating participate in the same claim and a majority in interest elects to interpose a defense or defenses to any such the claim, the expense will shall be apportioned in accordance with the terms of this Agreement the reinsurance agreements as though such if the expense had been incurred by the Company. The Reinsurer will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement.

INSOLVENCY OF THE COMPANY. In the event of the insolvency of the Company, all the reinsurance payments due under this Agreement proceeds will be payable directly paid to the liquidator, rehabilitator, receiver, Company or statutory successor the liquidator on the basis of the Company, amount of the claim allowed in the insolvency proceeding without diminution because by reason of the insolvency, for those claims allowed against inability of the Company by any court of competent jurisdiction to pay all or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency part of the Company, the liquidator, rehabilitator, receiver, or statutory successor will give claim. The Reinsurers shall be given written notice to of the Reinsurer pendency of all pending claims each claim against the Company on any policies the policy(ies) reinsured hereunder within a reasonable time after such claim is filed in the insolvency proceedingproceedings. While a The Reinsurers shall have the right to investigate each such claim is pending, the Reinsurer may investigate and to interpose, at its their own expense, in the proceeding where the such claim is to be adjudicated, any defense or defenses that which it may deem available to the Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense thus incurred by the Reinsurer will Reinsurers shall be chargeable, subject to court approval, against the insolvent Company as part of the expense of liquidation to the extent of a proportionate share of the benefit that which may accrue to the Company solely as a result of the defense undertaken by the ReinsurerReinsurers. Where two NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - REINSURANCE - USA (1) This Agreement does not cover any loss or more liability accruing to the Company as a member of, or subscriber to, any association of insurers or reinsurers are participating in formed for the same claim and purpose of covering nuclear energy risks or as a majority in interest elects to interpose a defense direct or defenses to indirect reinsurer of any such claimmember, subscriber or association. (2) Without in any way restricting the expense will be apportioned in accordance with the terms operation of paragraph (1) of this Clause it is understood and agreed that for all purposes of this Agreement all the original policies of the Company (new, renewal and replacement) of the classes specified in Clause (ii) of this paragraph (2) from the time specified in Clause (iii) in this paragraph (2) shall be deemed to include the following provision (specified as though the Limited Exclusion Provision): Limited Exclusion Provision* (i) It is agreed that the policy does not apply under any liability coverage, to INJURY, SICKNESS, DISEASE. DEATH OR DESTRUCTION bodily injury or property damage with respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an insured under any such expense had been incurred by policy but for its termination upon exhaustion of its limit of liability. (ii) Family Automobile Policies (liability only), Special Automobile Policies (private passenger automobiles, liability only) Farmers Comprehensive Personal Liability Policies (liability only), Comprehensive Personal Liability Policies (liability only) or policies of a similar nature; and the Company. liability portion of combination forms related to the four classes of policies stated above, such as the Comprehensive Dwelling Policy and the applicable types of Homeowners Policies. (iii) The Reinsurer will be liable only for inception dates and thereafter of all original policies as described in (ii) above, whether new, renewal or replacement, being policies which either (a) become effective on or after lst May, 1960, or (b) become effective before that date and contain the amounts reinsured and will Limited Exclusion Provision set out above; provided this paragraph (2) shall not be applicable to Family Automobile Policies, Special Automobile Policies, or become liable for any amounts policies or reserves to be held combination policies of a similar nature, issued by the Company on New York risks, until 90 days following approval of the Limited Exclusion Provision by the Governmental Authority having jurisdiction thereof. (3) Except for those classes of policies reinsured specified in Clause (ii) of paragraph (2) and without in any way restricting the operation of paragraph (1) of this Clause, it is understood and agreed that for all purposes of this Agreement the original liability policies of the Company (new, renewal and replacement) affording the following coverages: Owners, Landlords and Tenants Liability, Contractual Liability, Elevator Liability, Owners or Contractors (including railroad) Protective Liability, Manufacturers and Contractors Liability, Product Liability, Professional and Malpractice Liability, Storekeepers Liability, Garage Liability, Automobile Liability (including Massachusetts Motor Vehicle or Garage Liability) shall be deemed to include, with respect to such coverages, from the time specified in Clause (v) of this paragraph (3), the following provision (specified as the Broad Exclusion Provision): Broad Exclusion Provision* It is agreed that the policy does not apply: (i) Under any Liability Coverage, to INJURY, SICKNESS, DISEASE, DEATH OR DESTRUCTION bodily injury or property damage: (a) with respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or (b) resulting from the hazardous properties of nuclear material and with respect to which (1) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (2) the insured is, or had this Agreementpolicy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. (ii) Under any Medical Payments Coverage, or under any Supplementary Payments Provision relating to IMMEDIATE MEDICAL OR SURGICAL RELIEF first aid to expenses incurred with respect to BODILY INJURY, SICKNESS, DISEASE OR DEATH bodily injury resulting from the hazardous properties of nuclear material and arising out of the operation of a nuclear facility by any person or organization. (iii) Under any Liability Coverage, to INJURY, SICKNESS, DISEASE, DEATH OR DESTRUCTION bodily injury or property damage resulting from the hazardous properties of nuclear material if (a) the nuclear material (1) is at any nuclear facility owned by, or operated by or on behalf of, an insured or (2) has been discharged or dispersed therefrom; (b) the nuclear material is contained in spent fuel or waste at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an insured; or (c) the INJURY, SICKNESS, DISEASE, DEATH OR DESTRUCTION bodily injury or property damage arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any nuclear facility, but if such facility is located within the United States of America, its territories, or possessions or Canada, this exclusion (c) applies only to INJURY TO OR DESTRUCTION OF PROPERTY AT SUCH NUCLEAR FACILITY property damage to such nuclear facility and any property thereat. (iv) As used in this endorsement: "hazardous properties" include radioactive, toxic or explosive properties; "nuclear material" means source material, special nuclear material or byproduct material; "source material", "special nuclear material", and "byproduct material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; "spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a nuclear reactor; "waste" means any waste material (1) containing byproduct material and (2) resulting from the operation by any person or organization of any nuclear facility included within the definition of nuclear facility under paragraph (a) or (b) thereof; "nuclear facility" means

INSOLVENCY OF THE COMPANY. In the event of the insolvency of the Company, all reinsurance payments due under this Agreement will the Company by the Reinsurer shall be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Company, without diminution because of the insolvency, for those claims allowed against the Company by any court of competent jurisdiction or by the its liquidator, rehabilitator, receiver or statutory successor having authority to allow such claimson the basis of the liability of the Company under the policies reinsured without diminution because of insolvency of the Company. In the event of insolvency of the Company, the liquidator, rehabilitator, receiver, receiver or statutory successor will shall give the Reinsurer written notice to of the Reinsurer pendency of all pending claims against the Company a claim on any policies a policy reinsured within a reasonable time after such the claim is filed in the insolvency solvency proceeding. While a claim is pendingDuring the pendency of the claim, the Reinsurer may investigate and interpose, at its own expensethe claim and, in the a proceeding where the claim is to be adjudicated, the Reinsurer may, at the Reinsurer's own expense, interpose in the name of the Company (its liquidator, receiver or statutory successor) any defense or defenses that it which the Reinsurer may deem available to the Company or its liquidator, rehabilitator, receiver, receiver or statutory successor. The Subject to court approval, the expense thus incurred by the Reinsurer will shall be chargeable, subject to court approval, chargeable against the Company as part of the expense of liquidation to the extent of a the proportionate share of the benefit that which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are participating participate in the same claim and a majority in interest elects elect to interpose a defense or defenses to any such the claim, the expense will shall be apportioned in accordance with the terms of this Agreement the reinsurance agreements as though such if the expense had been incurred by the Company. The Reinsurer will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement.

INSOLVENCY OF THE COMPANY. In the event of the insolvency Insolvency of the Company, all reinsurance payments due under payable in accordance with the terms of this Agreement will shall be payable by the Reinsurer directly to the Company, its liquidator, rehabilitator, receiver, receiver or statutory successor of the Companysuccessor, without diminution because of the insolvencyInsolvency of the Company. It is understood, for those claims allowed against however, that in the Company by any court event of competent jurisdiction or by such Insolvency, the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Company, the liquidator, rehabilitator, receiver, or statutory successor will Company shall give written notice to the Reinsurer of all pending claims the pendency of a claim against the Company on any policies a risk reinsured hereunder within a reasonable time after such claim is filed in the insolvency Insolvency proceeding. While Such notice shall indicate the policy reinsured and whether the claim could involve a claim is pendingpossible liability on the part of the Reinsurer. During the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where the such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or Company, its liquidator, rehabilitator, receiver, receiver or statutory successor. The It is further understood that the expense thus incurred by the Reinsurer will shall be chargeable, subject to court approval, against the Company as part of the expense of liquidation to the extent of a proportionate share of the benefit that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are participating in the same claim and a majority in interest elects multiple reinsurers elect to interpose a defense or defenses to any such claim, the expense will shall be apportioned among the reinsurers in accordance with the terms same proportion that the reinsurers' net liability bears to the sum of this Agreement as though such expense had been incurred by the Companynet liability of all reinsurers participating in the defense. The Reinsurer will shall be liable only for the amounts reinsured payable under this Agreement and will shall not be or become be, nor become, liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreementthe Policies.

INSOLVENCY OF THE COMPANY. a) The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company, at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the contract, or contracts, reinsured without diminution because of the insolvency of the Company. b) In the event of the insolvency and the appointment of a conservator, liquidator or statutory successor for the Company, all reinsurance payments due under this Agreement will such portion shall be payable directly to the such conservator, liquidator, rehabilitatoror statutory successor, receiverimmediately upon demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent company by any court of competent jurisdiction, or by any conservator, liquidator, or statutory successor of the Company, to allow such claims without diminution because of the insolvencysuch insolvency or because such conservator, for those claims allowed against the Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice has failed to the Reinsurer of all pending claims against the Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, rehabilitator, receiverpay all, or statutory successor. The expense a portion, of any claims. c) All expenses incurred by the Reinsurer will under Section 12.1(b) hereof shall be chargeableborne and paid by the Company, subject to court approval, against the Company as part of the expense of insolvency proceedings, whether liquidation to the extent of a proportionate share of the benefit that may accrue to the Company solely or rehabilitation. Any claim amounts which are reduced as a result of the defense undertaken by Reinsurer's action under Section 12.1(a) hereof shall be shared between the Reinsurer and the Company pro-rata. d) Upon the Company's Insolvency, the Reinsurer. Where two or more reinsurers are participating in the same claim and a majority in interest elects to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms consent of this Agreement as though such expense had been incurred by the Receiver of the Company. The Reinsurer will be liable only for , may designate a company acceptable to the amounts Receiver to directly assume the reinsured policies and will not be or become liable for any amounts or reserves to be held by acquire the Company on policies reinsured Company's rights under this Agreement. The reserve transfer to such company from the Company which is party to this Agreement shall be reduced to reflect an Initial Ceding Allowance on the Company's share determined in a manner consistent with the Initial Ceding Allowance originally provided under this Agreement. The reserve transfer and the Allowance shall be subject to mutual agreement by the Receiver and the Reinsurer.

INSOLVENCY OF THE COMPANY. 1. In the event of the insolvency of the Company all reinsurance made, ceded, renewed, or otherwise becoming effective under this Agreement shall be payable by North American Re directly to the Company or to its liquidator, receiver, or statutory successor on the basis of liability of the Company under the contract or contracts reinsured without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, all reinsurance payments due under this Agreement will be payable directly to the liquidator, rehabilitator, receiver, liquidator or receiver or statutory successor of the Company, without diminution because insolvent Company shall given written notice of the insolvency, for those claims allowed pendency of a claim against the Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the insolvent Company on any policies the policy reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pendingproceeding and that during the pendency of such claim, the Reinsurer North American Re may investigate such claim and interpose, at its own expense, in the proceeding where the such claim is adjudicated, to be adjudicated any defense or defenses that it which is may deem available to the Company or to its liquidator, rehabilitator, receiver, liquidator or receiver or statutory successor. 2. The In the event the Company shall become insolvent or fail to pay any liability assumed under this Agreement within the time prescribed herein, North American Re shall have the right to deduct from any sums which may be or become due to North American Re any sums that are due North American Re by the Company under this Agreement. 3. It is further understood that the expense thus incurred by the Reinsurer will North American Re shall be chargeable, subject to court approval, against the insolvent Company as part of the expense of liquidation to the extent of a proportionate share of the benefit that which may accrue to the Company solely as a result of the defense undertaken by the ReinsurerNorth American Re. Where two or more reinsurers assuming insurers are participating involved in the same claim and a majority in interest elects elect to interpose a defense or defenses to any such claim, the expense will shall be apportioned in accordance with the terms of this Agreement the reinsurance agreement as though such expense had been incurred by the Company. The Reinsurer will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement.

INSOLVENCY OF THE COMPANY. 12.1 Pavments by the Reinsurer or PHS (Bermuda). (a) In the event of the ------------------------------------------ insolvency of the Company, payments due the Company on all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall, subject to Section 12.2, be payable by the Reinsurer directly to the Company or to its liquidator, receiver, or statutory successor on the basis of the liability of the Company and the Reinsurer under the HMO Plans and the In- Network Portion of the POS Plans reinsured hereunder without diminution because of the insolvency of the Company. (b) In the event of the insolvency of the Reinsurer, payments due the Reinsurer on all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall, subject to Section 12.2, be payable by PHS (Bermuda) directly to the Reinsurer or to its liquidator, receiver, or statutory successor on the basis of the liability of the Reinsurer and PHS Bermuda under the Out-of-Network Portion of the POS Plans reinsured hereunder without diminution because of the insolvency of the Reinsurer. 12.2 Claims (a) In the event of the insolvency of the Company, all reinsurance payments due under this Agreement will the ------ Reinsurer shall be payable directly to the liquidator, rehabilitator, receiver, or statutory successor given written notice of the Company, without diminution because pendency of the insolvency, for those claims allowed a claim against the Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the insolvent Company on any policies a HMO or the In-Network portion of a POS Plan reinsured hereunder within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pendingDuring the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where the such claim is to be adjudicated, any defense or defenses that which it may deem available to the Company or its liquidator, rehabilitator, receiver, liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approval, against the insolvent Company as part of the expense of liquidation to the extent of a proportionate share of the benefit that which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more assuming reinsurers are participating involved in the same claim and a majority in interest elects elect to interpose a defense or defenses to any such claim, the expense will shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. The Reinsurer will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement.