Common use of Insolvency Clause in Contracts

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the reinsurance under this Contract shall be payable by the Reinsurer on the basis of the Company's liability under the Policy without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company within a reasonable time after such claim is filed in the delinquency proceeding and during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers are included in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of one or more of the Companyreinsured companies, the this reinsurance under this Contract shall be payable by directly to the Reinsurer company or to its liquidator, receiver, conservator or statutory successor on the basis of the Company's liability under of the Policy company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to It is agreed, however, that the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. . B. Where two or more Subscribing Reinsurers reinsurers are included involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Companycompany. C. It is further understood and agreed that, in the event of the insolvency of one or more of the reinsured companies, the reinsurance under this Contract shall be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the company to such payees.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the declared insolvency of the CompanyReinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance under this Contract shall will be payable by immediately upon demand, with reasonable provision for verification, directly to the Reinsurer Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the Company's liability under of the Policy Reinsured without diminution because of the insolvency of the Company Reinsured or because the liquidator, receiver, conservator or statutory successor of the Company Reinsured has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The Every liquidator, receiver, conservator or statutory successor of the Company shall Reinsured or guaranty fund or association will give written notice to the Reinsurer of the pendency of a claim against involving the Company Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after such the claim is filed in the delinquency proceeding and during conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of such any claim, the Reinsurer may investigate such claim the same and interpose, at its own expense, in the proceeding where such that claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company Reinsured, to its contract owner, or its to any liquidator, receiver, conservator receiver or statutory successorsuccessor of the Reinsured or guaranty fund or association. The expense expenses thus incurred by the Reinsurer shall will be chargeable, subject to the approval of the Courtapplicable court, against the Company Reinsured as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely Reinsured as a result of the defense undertaken by the Reinsurer. Where two This reinsurance will be payable directly to the Reinsured or more Subscribing Reinsurers are included in the same claim and a majority in interest elect to interpose defense to such claimits domiciliary liquidator, the expense shall be apportioned in accordance with the terms of this Contract receiver, conservator or statutory successor, except as though such expense had been incurred expressly required otherwise by the Companyapplicable insurance law.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the CompanyCedent, any amount payable hereunder shall be paid by the Reinsurer pursuant to the terms of this Agreement will be made directly to the Cedent or its conservator, liquidator, receiver or statutory successor. The reinsurance under this Contract shall will be payable by the Reinsurer on the basis of the Company's liability of the Cedent under the Policy Reinsured Contracts without diminution because of the insolvency of the Company or because the such insolvency. B. The conservator, liquidator, receiver, conservator receiver or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance Cedent will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where give the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company Cedent on any policy reinsured within a reasonable time after such claim is filed in the delinquency proceeding and during insolvency proceeding. C. During the pendency of any such claim, the Reinsurer may investigate such claim and interposeinterpose in the Cedent's name or in the name of the Cedent's conservator, at its own expenseliquidator, receiver or statutory successor, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it which the Reinsurer may deem available to the Company Cedent or its conservator, liquidator, receiver, conservator receiver or statutory successor. The expense thus incurred by the Reinsurer shall will be chargeable, subject to the approval of the Courtcourt approval, against the Company Cedent as a part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which that may accrue to the Company Cedent solely as a result of the defense undertaken by the Reinsurer. D. In the event of the Reinsurer's insolvency, as defined below, this Agreement will be terminated with respect to all cessions that occurred on or after the date of the insolvency. Where two The liability of the Reinsurer hereunder shall continue with respect to cessions that occurred prior to the date of the insolvency and are subject to the payment of a Terminal Accounting and Settlement. E. Insolvency, for purposes of the preceding paragraph, is defined to be: 1. the filing of a voluntary petition for liquidation by or more Subscribing Reinsurers are included in on behalf of the same claim and Reinsurer; 2. any assignment for the benefit of creditors; or 3. the appointment of a majority in interest elect conservator, liquidator, receiver or statutory successor to interpose defense to conserve or administer the Reinsurer's properties or assets The effective date of such claimtermination will be the date of the earliest of (1), the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company(2) or (3).

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the this reinsurance under this Contract shall be payable by directly to the Reinsurer Company or to its liquidator, receiver, conservator or statutory successor on the basis of the Company's liability under of the Policy Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to It is agreed, however, that the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. . B. Where two or more Subscribing Reinsurers reinsurers are included involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company to such payees.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. (a) In the event of the insolvency of the CompanyRetrocedant, the this reinsurance under this Contract shall be payable by the Reinsurer directly to Retrocedant, or to its liquidator, receiver, conservator or statutory successor on the basis of the Company's liability under the Policy of Retrocedant without diminution because of the insolvency of the Company Retrocedant or because the liquidator, receiver, conservator or statutory successor of the Company Retrocedant has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The (b) It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company Retrocedant shall give written notice to the Reinsurer Retrocessionaire of the pendency of a claim against Retrocedant indicating the Company Reinsurance Contract, which claim would involve a possible liability on the part of Retrocessionaire within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer Retrocessionaire may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses available under this Contract that it may deem available to the Company Retrocedant or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer Retrocessionaire shall be chargeable, subject to the approval of the Courtcourt, against the Company Retrocedant as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company Retrocedant solely as a result of the defense undertaken by Retrocessionaire. (c) As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the Reinsurer. Where two reinsurance shall be payable as set forth above by Retrocessionaire to Retrocedant or more Subscribing Reinsurers are included to its liquidator, receiver, conservator or statutory successor, except (1) where the Reinsurance Contracts specifically provide another payee in the same claim event of the insolvency of Retrocedant, and a majority (2) where Retrocessionaire, with the consent of the reinsured or reinsureds under the Reinsurance Contracts, has assumed such Reinsurance Contract obligations of Retrocedant as direct obligations of Retrocessionaire to the payees under such Reinsurance Contracts and in interest elect to interpose defense substitution for the obligations of the Retrocedant to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Companypayees.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. 15.01 In the event of the insolvency of the Ceding Company, as determined by the regulatory agency responsible for such determination, all reinsurance under this Contract shall will be payable by the Reinsurer on the basis of the Company's liability of the Ceding Company under the Policy Business Reinsured hereunder directly to the liquidator, receiver or statutory successor of the Ceding Company, without diminution because of the insolvency of the Ceding Company or because and all Books and Records of the Ceding Company will immediately be available to such liquidator, receiver, conservator receiver or statutory successor of or the Company has failed to pay all or a portion of applicable commissioner. In any claim. The such event, the reinsurance will being provided hereunder shall be payable directly to immediately upon demand, within reasonable provision for verification, on the basis of claims allowed against the Ceding Company by any court of competent jurisdiction or to its by any liquidator, receiver, conservator receiver or statutory successor. The Reinsurer shall have no automatic right to Xxxxxxx Resolution Life Insurance Company and TR Re, except (Ltd. Annuity Reinsurance Agreement Effective October 1) where , 2021 Page 20 terminate this Contract Agreement if the Ceding Company is placed in receivership. The Reinsurer will continue to maintain any systems, programs or any Exhibit specifically provides other infrastructure notwithstanding a seizure of the Ceding Company by the Commissioner under Chapter 704c of the Connecticut General Statutes and will make them available to the receiver for another payee as long as the Reinsurer continues to receive timely payment under the terms of such reinsurance in this Agreement. 15.02 In the event of the insolvency of the Company or (2) where Ceding Company, the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator receiver or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim all pending claims against the Ceding Company on the Business Reinsured within a reasonable time after such claim is filed in the delinquency proceeding and during the pendency of such claiminsolvency proceeding. While a claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that which it may deem available to the Ceding Company or its liquidator, receiver, conservator receiver or statutory successor. . 15.03 The expense thus expenses incurred by the Reinsurer shall will be chargeable, subject to the approval of the Courtcourt approval, against the Ceding Company as part of the expense of conservation, rehabilitation or liquidation the insolvent Ceding Company to the extent of a pro rata proportionate share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers reinsurers are included involved in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense shall will be apportioned in accordance with the terms of this Contract Agreement as though such expense had been incurred by the Ceding Company. 15.04 For purposes of this Section 15.04, the Reinsurer shall be deemed insolvent when the Reinsurer: a. applies for or consents to the appointment of a receiver, rehabilitator, conservator, liquidator or statutory successor of its properties or assets; b. is adjudicated as bankrupt or insolvent; c. files or consents to the filing of a petition in bankruptcy, seeks reorganization to avoid insolvency or makes formal application for any bankruptcy, dissolution, liquidation or similar law or statute; or d. becomes the subject of an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the Reinsurer’s domicile and such order remains undismissed and unstayed for a period of [REDACTED] . 15.05 The effective date of the insolvency shall be the date on which the above described event occurred. 15.06 In the event of the insolvency of either Party, the rights or remedies of this Agreement will remain in full force and effect. Xxxxxxx Resolution Life Insurance Company and TR Re, Ltd. Annuity Reinsurance Agreement Effective October 1, 2021 Page 21

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of one or more of the Companyreinsured companies, the this reinsurance under this Contract shall be payable by directly to the Reinsurer company or to its liquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the Company's liability under of the Policy company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to It is agreed, however, that the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. . B. Where two or more Subscribing Reinsurers reinsurers are included involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Companycompany. C. It is further understood and agreed that, in the event of the insolvency of one or more of the reinsured companies, the reinsurance under this Contract shall be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the company to such payees.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Companyceding company, payments due the ceding company on all reinsurance made, ceded, renewed or otherwise becoming effective under this Contract Agreement shall be payable by the Reinsurer on the basis of the Company's liability under the Policy without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable Guardian directly to the Company ceding company or to its liquidator, receiver, conservator or statutory successorsuccessor on the basis of the liability of the ceding company under the policy or policies reinsured without diminution because of insolvency of the ceding company. It is understood, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance however, that in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. ceding company, The liquidator, receiver, conservator or statutory successor of the Company Guardian shall give be given written notice to the Reinsurer of the pendency of a claim against the Company insolvent ceding company on a policy reinsured within a reasonable time after such claim is filed in the delinquency proceeding and during insolvency proceeding. During the pendency of such claim, the Reinsurer The Guardian may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses available under this Contract that which it may deem available to the Company ceding company or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The It is further understood that the expense thus incurred by the Reinsurer The Guardian shall be chargeable, subject to the approval of the Courta court approval, against the Company insolvent ceding company as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company ceding company solely as a result of the defense undertaken by the ReinsurerThe Guardian. Where two or more Subscribing Reinsurers are included assuming reinsurers participate in the same claim and a majority in interest elect to interpose a defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract Agreement as though such expense had been incurred by the Companyceding company. In the event of the insolvency of The Guardian, as determined by the New York State Insurance Department, all reinsurance ceded under this agreement may be immediately recaptured in full by the ceding company without penalty. The Guardian shall remain liable for the payment of any claim which had occurred prior to the date of cancellation whether or not due proof of such claim had actually been received.

Insolvency. A. The provisions In the event of the Alternate Payee Article Ceding Company's insolvency, any payments ---------- due to the Ceding Company from the Reinsurer pursuant to the terms of this Contract are intended to take precedence over this Article. This Article shall apply Agreement will be made directly to the extent the Reinsurer has any liability to the Company, Ceding Company or its conservator, liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall . Such payments will be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the reinsurance under this Contract shall be payable made by the Reinsurer on the basis of the Company's liability of the Ceding Company under the Policy annuities reinsured without diminution because of the insolvency of the Company or because the Ceding Company. The conservator, liquidator, receiver, conservator receiver or statutory successor of the Ceding Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where give the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Ceding Company on any annuity reinsured within a reasonable time after such claim is filed in the delinquency proceeding and during insolvency proceeding. During the pendency of any such claim, the Reinsurer may investigate such claim and interposeinterpose in the Ceding Company's name (or in the name of the Ceding Company's conservator, at its own expenseliquidator, receiver or statutory successor), in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it which the Reinsurer may deem available to the Ceding Company or its conservator, liquidator, receiver, conservator receiver or statutory successor. The expense thus incurred by the Reinsurer shall will be chargeable, subject to the approval of the Courtcourt approval, against the Ceding Company as a part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers are included In the event of the Reinsurer's insolvency, this treaty will terminate, and the terminal accounting and settlement described in Article X will occur. Any payments due the same claim and a majority in interest elect Reinsurer from the Ceding Company pursuant to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred Agreement will be made directly to the Reinsurer or its conservator, liquidator, receiver or statutory successor. Any amounts owed by the CompanyReinsurer to the Ceding Company will be payable without diminution because of the insolvency of the Reinsurer. The conservator, liquidator, receiver or statutory successor of the Reinsurer will give the Ceding Company written notice of the pendency of a claim against the Reinsurer on any annuity reinsured within a reasonable time after such claim is filed in the insolvency proceeding.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the this reinsurance under this Contract shall be payable by directly to the Reinsurer Company or to its liquidator, receiver, conservator or statutory successor on the basis of the Company's liability under of the Policy Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to It is agreed, however, that the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer.  B. Where two or more Subscribing Reinsurers are included involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company..  C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company to such payees.  

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Ceding Company, the all reinsurance under this Contract benefits shall be payable by directly to the Reinsurer on Ceding Company or to the basis liquidator, receiver, or statutory successor of the Company's liability under the Policy Ceding Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in Ceding Company. B. In the event of the insolvency of the Company or (2) where Ceding Company, the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give the Reinsurer written notice to the Reinsurer of the pendency of a claim against the Company on a reinsured Policy within a reasonable time after such claim is filed in the delinquency proceeding and during insolvency proceeding. During the pendency of any such claim, the Reinsurer may investigate such claim and interposeinterpose in the name of the Ceding Company (or its liquidator, receiver, or statutory successor), but at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it the Reinsurer may deem available to the Ceding Company or its liquidator, receiver, conservator or statutory successor. . C. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the Ceding Company as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers reinsurers are included participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense shall be apportioned in accordance with the terms of this Contract the reinsurance agreements as though such expense had been incurred by the Ceding Company. D. In the event of the insolvency of the Reinsurer, the Ceding Company may recapture all of the business reinsured by the Reinsurer under this Agreement. Such recapture shall be effective as of the date of the insolvency. E. In the event of the insolvency of either party, the insolvent party must notify the other party of its insolvency within thirty (30) days. F. In the event of the insolvency of the Reinsurer, the Ceding Company must notify the Reinsurer (or its liquidator, receiver, or statutory successor) whether or not it is going to recapture the business within sixty (60) days after being notified of the Reinsurer's insolvency.

Insolvency. A. The provisions If more than one company is referenced within the definition of “Company” in the Alternate Payee Article of this Contract are intended Preamble to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where , this Article applies, it shall apply severally to each reinsured such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company referenced within covered hereunder. In the definition event of "Company" in a conflict between any provision of this ContractArticle and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. B. In the event of the insolvency of the Company, this coverage (or the reinsurance under this Contract portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable by directly to the Reinsurer Company, or to its liquidator, receiver, conservator or statutory successor, either: (1) on the basis of the liability of the Company's liability under , or (2) on the Policy basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to It is agreed, however, that the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses available under this Contract that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. . C. Where two or more Subscribing Reinsurers reinsurers are included involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this reinsurance Contract as though such expense had been incurred by the Company.

Insolvency. A. The provisions portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to Company at the same claim time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the reinsurance under this Contract shall be payable by the Reinsurer Reinsurer, on the basis of the Company's liability of the Company under the Policy policy or policies reinsured without diminution because of the insolvency of the Company Company. B. In the event of the insolvency of one or because more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claimclaims. The reinsurance will Such payments by the Reinsurer shall be payable made directly to the Company or to its liquidator, receiver, conservator receiver or statutory successor, except (1) where this Contract the contract of insurance or any Exhibit specifically reinsurance provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payeeCompany(ies). E. The liquidatorC. It is agreed, receiverhowever, conservator that the liquidator or receiver or statutory successor of the Company shall insolvent Company(ies) will give written notice to the Reinsurer of the pendency of a claim against the Company insolvent Company(ies) on the policy or policies reinsured within a reasonable time after such claim is filed in the delinquency insolvency proceeding and that during the pendency of such claim, claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses available under this Contract that which it may deem available to the Company Company(ies) or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer shall will be chargeable, subject to the approval of the Courtcourt approval, against the Company insolvent Company(ies) as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company Company(ies) solely as a result of the defense undertaken by the Reinsurer. . D. Where two or more Subscribing Reinsurers reinsurers are included involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall will be apportioned in accordance with the terms of this Contract Agreement as though such expense had been incurred by the Companyinsolvent Company(ies).

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the CompanyRetrocedant, the this reinsurance under this Contract shall be payable by directly to the Reinsurer Retrocedant, or to its liquidator, receiver, conservator or statutory successor on the basis of the Company's liability under of the Policy Retrocedant without diminution because of the insolvency of the Company Retrocedant or because the liquidator, receiver, conservator or statutory successor of the Company Retrocedant has failed to pay all or a portion of any claim. The reinsurance will be payable directly to It is agreed, however, that the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company Retrocedant shall give written notice to the Reinsurer Retrocessionaire of the pendency of a claim against the Company Retrocedant indicating the Reinsurance Contract reinsured, which claim would involve a possible liability on the part of the Retrocessionaire within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer Retrocessionaire may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses available under this Contract that it may deem available to the Company Retrocedant or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer Retrocessionaire shall be chargeable, subject to the approval of the Courtcourt, against the Company Retrocedant as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company Retrocedant solely as a result of the defense undertaken by the ReinsurerRetrocessionaire. Where two As to all reinsurance made, ceded, renewed or more Subscribing Reinsurers are included otherwise becoming effective under this Agreement, the reinsurance shall be payable as set forth above by the Retrocessionaire to the Retrocedant or to its liquidator, receiver, conservator or statutory successor, except (1) where the Reinsurance Contracts specifically provide another payee in the same claim event of the insolvency of the Retrocedant, or (2) where the Retrocessionaire with the consent of the insured or reinsureds, has assumed such Reinsurance Contract obligations of the Retrocedant as direct obligations of the Retrocessionaire to the payees under such Reinsurance Contracts and a majority in interest elect to interpose defense substitution for the obligations of the Retrocedant to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Companypayees.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the this reinsurance under this Contract shall be payable by directly to the Reinsurer Company or to its liquidator, receiver, conservator or statutory successor on the basis of the Company's liability under of the Policy Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to It is agreed, however, that the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer Retrocessionaire of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Retrocessionaire within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer Retrocessionaire may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer Retrocessionaire shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the ReinsurerRetrocessionaire. Where two or more Subscribing Reinsurers are included In the event of the insolvency of the Company the sums held in trust for the same claim Retrocessionaire shall continue to be kept separate and a majority continue to be held in interest elect trust for the benefit of the Retrocessionaire and subject to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred Agreement shall continue to be beneficially owned by and payable to the Retrocessionaire. In the event of the insolvency of the Retrocessionaire, all amounts due but not paid to the Retrocessionaire by the CompanyCompany on such date under this Agreement and any other contract, regardless of the date on which they became due, and all amounts which become due to the Retrocessionaire by the Company after that date under this Agreement and any other contract may be retained by the Company and set off (to the extent permitted by applicable law) against the amounts due by the Retrocessionaire under this Agreement and any other contract, whether they were due before the insolvency or become due after. The balance only, if any, shall be payable by the Company to the Retrocessionaire at the expiry of all liability under this Agreement and any other contract between the parties.

Insolvency. A. The provisions If more than one reinsured company is referenced within the definition of “Company” in the Alternate Payee Article of this Contract are intended Preamble to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where , this Article applies, it shall apply severally to each reinsured such company. Further, this Article and the laws of the domiciliary location shall apply in the event of the insolvency of any company referenced within covered hereunder. In the definition event of "Company" in a conflict between any provision of this ContractArticle and the laws of the domiciliary location of any company covered hereunder, that domiciliary location’s laws shall prevail. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. B. In the event of the insolvency of the Company, this reinsurance (or the reinsurance under this Contract portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable by directly to the Reinsurer Company, or to its liquidator, receiver, conservator or statutory successor, either: (1) on the basis of the liability of the Company's liability under , or (2) on the Policy basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to It is agreed, however, that the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses available under this Contract that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. . C. Where two or more Subscribing Reinsurers reinsurers are included involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this reinsurance Contract as though such expense had been incurred by the Company. D. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Contract, the reinsurance shall be payable as set forth above by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, (except as provided by Section 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (1) where the Contract specifically provides another payee in the event of the insolvency of the Company, or (2) where the Reinsurer, with the consent of the direct insured or insureds, has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Financial Services of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the this reinsurance under this Contract shall be payable by directly to the Reinsurer Company or to its liquidator, receiver, conservator or statutory successor on the basis of the Company's liability under of the Policy Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to It is agreed, however, that the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. . B. Where two or more Subscribing Reinsurers are included involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company to such payees.

Insolvency. A. The provisions A party to this Agreement will be deemed "insolvent" when it: 11.1.1 Applies for or consents to the appointment of a receiver, rehabilitator, conservator, liquidator or statutory successor (hereinafter referred to as the Authorized Representative) of its properties or assets; or 11.1.2 Is adjudicated as bankrupt or insolvent; or 11.1.3 Files or consents to the filing of a petition in bankruptcy, seeks reorganization or an arrangement with creditors or takes advantage of any bankruptcy, dissolution, liquidation, or similar law or statute; or 11.1.4 Becomes the subject of an order to rehabilitate or an order to liquidate as defined by the insurance code of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation jurisdiction of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. party's domicile. In the event of the insolvency of the Company, the all reinsurance made, ceded, renewed or otherwise becoming effective under this Contract shall Agreement will be payable by the Reinsurer directly to the Company or to its Authorized Representative, on the basis of the Company's liability of the Company under the Policy Reinsured Policies without diminution because of the insolvency of the Company Company. The Reinsurer will be liable only for the amounts reinsured and will not be or because the liquidator, receiver, conservator become liable for any amounts or statutory successor of reserves to be held by the Company has failed to pay all or a portion of any claimon policies reinsured under this Agreement. The reinsurance Authorized Representative will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim all pending claims against the Company on any policies reinsured within a reasonable time after such claim is claims are filed in the delinquency proceeding and during the pendency of such claiminsolvency proceedings. While a claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding proceedings where such the claim is to be adjudicated, any defense or defenses available under this Contract that which it may deem available to the Company or its liquidator, receiver, conservator or statutory successorthe Authorized Representative. The expense thus incurred by the Reinsurer shall will be chargeable, subject to the approval of the Courtcourt approval, against the Company as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers reinsurers are included involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense shall will be apportioned in accordance with the terms of this Contract the Agreement as though such expense had been incurred by the Company. In the event of insolvency, the Right of Offset afforded under Article 6-1 will remain in full force and effect to the extent permitted by applicable law. In the event of the insolvency of the Reinsurer, the Company may cancel this Agreement for new business by promptly providing the Reinsurer, its receiver, rehabilitator, conservator, liquidator or statutory successor with written notice of the cancellation effective the date on which the Reinsurer's insolvency is established by the authority responsible for such determination. Any requirement for a notification period prior to the cancellation of the Agreement would not apply under such circumstances. In addition, the Company may provide the Reinsurer, its receiver, rehabilitator, conservator, liquidator or statutory successor with written notice of its intent to recapture all reinsurance in force under this Agreement regardless of the duration the reinsurance has been in force or the amount retained by the Company on the policies reinsured hereunder. The effective date of a recapture due to insolvency would be at the election of the Company and would not be earlier than the date on which the Reinsurer's insolvency is established by the authority responsible for such determination. Any Recapture Fee applicable will be mutually agreed upon by the Company and the Reinsurer, its rehabilitator, conservator, liquidator or statutory successor.

Insolvency. A. The provisions In the event of insolvency and the Alternate Payee Article appointment of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to a conservator, liquidator, or statutory successor of the Company, the portion of any risk or its obligation assumed by the Reinsurer shall be payable to the conservator, liquidator, receiver or statutory successor 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 having authority to allow such claims, without diminution because of that insolvency, or because the conservator, liquidator, or statutory successor has failed to pay all or a portion of any claims. B. Payments by the Reinsurer as above set forth shall be made directly to the Company or to its conservator, liquidator, or statutory successor, after except where the application contract of insurance or reinsurance specifically provides another payee of such reinsurance or except as provided by applicable law and operation regulation (such as subsection (a) of section 4118 of the Alternate Payee Article New York Insurance Laws) in the event of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition insolvency of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. C. In the event of the insolvency of the Company, the reinsurance under this Contract shall be payable by the Reinsurer on the basis of the Company's liability under the Policy without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company on the Policy or Policies reinsured within a reasonable time after such claim is filed in the delinquency insolvency proceeding and during the pendency of such claim, the claim any Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses available under this Contract that which it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, chargeable subject to the court approval of the Court, against the insolvent Company as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. . D. Where two (2) or more Subscribing Reinsurers are included involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. E. The original insured or policyholder shall not have any rights against the Reinsurer which are not specifically set forth in this Contract, or in a specific agreement between the Reinsurer and the original insured or policyholder.

Insolvency. A. The provisions 1. In the event of insolvency and the Alternate Payee Article appointment of this Contract are intended to take precedence over this Article. This Article a conservator, liquidator or statutory successor of EMC Re, the portion of any risk or obligation assumed by EMCC shall apply be payable to the extent conservator, liquidator or statutory successor on the Reinsurer has basis of claims allowed against the insolvent EMC Re by any liability court of competent jurisdiction or by any conservator, liquidator or statutory successor of EMC Re having authority to the Companyallow such claims, without diminution because of that insolvency, or because the conservator, liquidator or statutory successor has failed to pay all or a portion of any claims. 2. Payments by EMCC as above set forth shall be made directly to EMC Re or to its liquidatorconservator, receiver liquidator or statutory successor, after except where the application contract of insurance or reinsurance specifically provides another payee of such reinsurance or except as provided by applicable law and operation regulation (such as subsection (a) of section 4118 of the Alternate Payee Article New York Insurance laws) in the event of this Contractthe insolvency of EMC Re. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. 3. In the event of the insolvency of the CompanyEMC Re, the reinsurance under this Contract shall be payable by the Reinsurer on the basis of the Company's liability under the Policy without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company EMC Re shall give written notice to the Reinsurer EMCC of the pendency of a claim against the Company insolvent EMC Re on the Contract or Contracts reinsured within a reasonable time after such claim is filed in the delinquency insolvency proceeding and and, during the pendency of such claim, the Reinsurer any reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses available under this Contract that which it may deem available to the Company EMC Re or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 4. Where two or more Subscribing Reinsurers reinsurers are included involved in the same claim and a majority in interest elect elects to interpose a defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract XOL Agreement as though such expense had been incurred by EMC Re. 5. The original insured or policyholder shall not have any rights against EMCC which are not specifically set forth in this XOL Agreement, or in a specific agreement between EMCC and the Companyoriginal insured or policyholder.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the this reinsurance under this Contract shall be payable by directly to the Reinsurer Company or to its liquidator, receiver, conservator or statutory successor, with reasonable provision for verification, on the basis of the Company's liability under of the Policy Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to It is agreed, however, that the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the Policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. . B. Where two or more Subscribing Reinsurers subscribing reinsurers are included involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. C. It is further agreed that, in the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or its liquidator, receiver, conservator, or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except 1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company or 2) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payee under such Policies and in substitution for the obligations of the Company to such payees. D. In the event of the insolvency of any company or companies listed in the designation of “Company” under this Contract, this Article shall apply only to the insolvent company or companies.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the reinsurance under this Contract Agreement shall be payable by the Reinsurer Reinsurers immediately upon demand, with reasonable provision for verification, on the basis of the Company's liability of the Company under the Policy policy or policies reinsured without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator receiver or statutory successor, except as provided by Section 4118 (1A) of the New York Insurance Law or except where this Contract or any Exhibit the Agreement specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) Company, and where the Reinsurer Reinsurers with the consent of the Insured direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer Reinsurers to the payee payees under the Policy such policies and in substitution for the obligations of the Company to such payee. E. payees. The liquidator, receiver, conservator liquidator or receiver or statutory successor of the Company shall give written notice to the Reinsurer Reinsurers of the pendency of a claim against the Company on the policy or policies reinsured within a reasonable time after such claim is filed in the delinquency insolvency proceeding and that during the pendency of such claim, the Reinsurer claim Reinsurers may investigate such claim and interpose, at its their own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses available under this Contract that it which they may deem available to the Company or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer Reinsurers shall be chargeable, subject to the approval of the Courtcourt approval, against the Company as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the ReinsurerReinsurers. Where two or more Subscribing Reinsurers are included involved in the same claim and a majority in interest elect to interpose defense to such claim, claim the expense shall be apportioned in accordance with the terms of this Contract Agreement as though such expense had been incurred by the insolvent Company. Should the Company go into liquidation or should a receiver be appointed Reinsurers shall be entitled to deduct from any sums which may be due or may become due to the Company under this Agreement, any sums which are due to Reinsurers by the Company under this Agreement and which are payable at a fixed or stated date, as well as any other sums due to Reinsurers which are permitted to be offset under applicable law. In the event of the insolvency of any company or companies becoming included in the designation of “Company”, this Article will apply only to the insolvent company or companies.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency Insolvency of one or more of the Companyreinsured companies, the this reinsurance under this Contract shall be payable by the Reinsurer on the basis of reported claims allowed by the Company's liability court overseeing the liquidation against the company under the Policy contract or contracts reinsured without diminution because of the insolvency of the Company or because the liquidatorcompany, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor, domiciliary receiver except (1) where this Contract or any Exhibit Agreement specifically provides for another payee of such reinsurance in the event of the insolvency of the Company company or (2) where the Reinsurer with the consent of the Insured direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payee payees under the Policy such policies and in substitution for the obligations of the Company company to such payee. E. The payees. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers are included in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the a Company, the this reinsurance under this Contract shall be payable by the Reinsurer directly to such Company or its liquidator, receiver, conservator or statutory successor on the basis of the Company's liability under amount of the Policy claims allowed in the insolvency proceeding without diminution because of the insolvency of the such Company or because the liquidator, receiver, conservator or statutory successor of the such Company has failed or is unable to pay all or a portion of any a claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except where (1a) where this Contract or any Exhibit Agreement specifically provides for another payee of such reinsurance in the event of such Company’s insolvency, provided that this exception shall only apply to the insolvency of extent that the Company reinsurance proceeds due such payee are actually paid by the Reinsurer, or (2b) where the Reinsurer Reinsurer, with the consent of the Insured direct insured or insureds, has assumed such policy obligations of the such Company as direct obligations of the Reinsurer to the payee payees under the Policy such policies and in full and complete substitution for the obligations of the such Company to such payee. E. The payees. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against such Company indicating the Company Insurance Contract which involves a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding or in the receivership and that, during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the such Company or its liquidator, receiver, conservator or statutory successor. The expense expenses thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court’s approval, against the such Company as part of the expense of conservation, rehabilitation the conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the such Company solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers are included in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company.

Insolvency. A. The provisions Insolvency of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. Ceding Company In the event of the insolvency of the Ceding Company, as determined by the regulatory agency responsible for such determination, all reinsurance under this Contract shall will be payable by the Reinsurer on the basis of the liability of the Ceding Company under policies reinsured under this Agreement directly to the liquidator, receiver or statutory successor of the Ceding Company's liability under the Policy , without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimCeding Company. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in In the event of the insolvency of the Company or (2) where Ceding Company, the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator receiver or statutory successor of the Company shall will give written notice to the Reinsurer of the pendency of a claim all pending claims against the Ceding Company on any policy reinsured under this Agreement within a reasonable time after such claim is filed in the delinquency proceeding and during the pendency of such claiminsolvency proceeding. While a claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that which it may deem available to the Ceding Company or its liquidator, receiver, conservator receiver or statutory successor. The expense thus expenses incurred by the Reinsurer shall will be chargeable, subject to the approval of the Courtcourt approval, against the Ceding Company as part of the expense of conservation, rehabilitation or liquidation the insolvent the Ceding Company to the extent of a pro rata proportionate share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers reinsurers are included involved in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense shall will be apportioned in accordance with the terms of this Contract Agreement as though such expense had been incurred by the Ceding Company.

Insolvency. A. The provisions reinsurance shall be payable by the reinsurer on the basis of liability of the Alternate Payee Article Company under the Policies reinsured without diminution because of this Contract are intended to take precedence over this Article. This Article shall apply to the extent insolvency of the Company and the liability for such reinsurance is assumed by the Reinsurer has any liability to as of the same effective date. In the event of insolvency and the appointment of a conservator, liquidator, or statutory successor of the Company, the portion of any risk or obligation assumed by the Reinsurer shall be payable to the conservator, liquidator, or statutory successor 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 having authority to allow such claims, without diminution because of that insolvency, or because the conservator, liquidator, or statutory successor has failed to pay all or a portion of any claims. B. Payments by the Reinsurer as above set forth shall be made directly to the Company or to its conservator, liquidator, or statutory successor, except where the Agreement of insurance or reinsurance specifically provides another payee of such reinsurance or except as provided by applicable law and regulation (such as subsection (a) of section 4118 of the New York Insurance laws) in the event of the insolvency of the Company. C. In the event of the insolvency of the Company, the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company on the Policy or Policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding and during the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which it may deem available to the Company or its liquidator, receiver receiver, conservator or statutory successor, after . The expense thus incurred by the application and operation Reinsurer shall be chargeable subject to court approval against the insolvent Company as part of the Alternate Payee Article expense of this Contractliquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. D. Where two or more Subscribing Reinsurers are liable with respect to involved in the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract Agreement as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the reinsurance under this Contract shall be payable by the Reinsurer on the basis of the Company's liability under the Policy without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company within a reasonable time after such claim is filed in the delinquency proceeding and during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers are included in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each If more than one reinsured company is referenced within the definition of "Company" in the Preamble to this ContractAgreement, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state's laws shall prevail. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. B. In the event of the insolvency of the Company, this reinsurance (or the reinsurance under this Contract portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable by directly to the Reinsurer Company, or to its liquidator, receiver, conservator or statutory successor, either: (1) on the basis of the liability of the Company's liability under , or (2) on the Policy basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to It is agreed, however, that the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses available under this Contract that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. . C. Where two or more Subscribing Reinsurers reinsurers are included involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract reinsurance Agreement as though such expense had been incurred by the Company. D. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable as set forth above by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, (except as provided by Section 4118 (a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (1) where the Agreement specifically provides another payee in the event of the insolvency of the Company, or (2) where the Reinsurer, with the consent of the direct insured or insureds, has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Insurance of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. 12.01 In the event of the insolvency of the Company, the this reinsurance under this Contract shall be payable by directly to the Reinsurer Company or to its liquidator, receiver, conservator or statutory successor on the basis of the Company's liability under of the Policy Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payeeclaims. E. The 12.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time thirty (30) days after such claim is filed in the delinquency insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. . 12.03 Where two or more Subscribing Reinsurers reinsurers are included involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract Agreement as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of insolvency and the insolvency appointment of a conservator, liquidator, or statutory successor of the Company, the reinsurance under this Contract portion of any risk or obligation assumed by the Reinsurer shall be payable by to the Reinsurer conservator, liquidator, or statutory successor on the basis of the Company's liability under amounts of claim allowed in the Policy insolvency proceeding, without diminution because of the insolvency of the Company that insolvency, or because the conservator, liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimclaims. The reinsurance will Payments by the Reinsurer as set forth in this subdivision shall be payable made directly to the Company or to its conservator, liquidator, receiver, conservator or statutory successor, except where, to the extent permitted by law, (1a) where this Contract or any Exhibit Agreement of reinsurance specifically provides for another payee of such reinsurance in the event of the insolvency of the Company ceding insurer or (2b) where the Reinsurer with the consent of the Insured direct insured(s) has assumed such policy the Policy obligations of the Company as direct obligations of the Reinsurer to the payee payees under the Policy such Policies and in substitution for the obligations of the Company to such payeepayees, or (c) except as provided by applicable law and regulation (such as subsection (a) of section 4118 of the New York Insurance laws) in the event of the insolvency of the Company. E. The B. In the event of the insolvency of the Company, the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company on the Policy or Policies reinsured within a reasonable time after such claim is filed in the delinquency insolvency proceeding and during the pendency of such claim, the claim any Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses available under this Contract that which it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, chargeable subject to the court approval of the Court, against the insolvent Company as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers are included involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract Agreement as though such expense had been incurred by the Company. C. Neither a claimant, original insured nor the policyholder shall have any rights against the Reinsurer which are not specifically set forth in this Agreement, or in a specific agreement between the Reinsurer and the original insured or policyholder.

Insolvency. A. The provisions of Where an Insolvency Event (as defined below) occurs in relation to the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article Reinsured the following terms shall apply to the extent the Reinsurer has any liability to the Company(and, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the reinsurance under this Contract shall be payable by the Reinsurer on the basis of the Company's liability under the Policy without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of any inconsistency between these terms and any other terms of this Treaty, the insolvency following terms shall prevail): (1) Notwithstanding any requirement in this Treaty that the Reinsured shall actually make payment in discharge of its liability to its policyholders before becoming entitled to payment from the Company Reinsurer: (a) the Reinsurer shall be liable to pay the Reinsured even though the Reinsured is unable actually to pay, or discharge its liability to, its policyholders, but (b) nothing in this clause shall operate to accelerate the date for payment by the Reinsurer of any sum which may be payable to the Reinsured, which sum shall only become payable as and when the Reinsured would have discharged, by actual payment, its liability for its then current net loss but for the Reinsured being the subject of any Insolvency Event. (2) where The existence, quantum, valuation and date for payment of any sum which the Reinsurer with is liable to pay the consent Reinsured under this Treaty shall be those and only those for which the Reinsurer would be liable to the Reinsured if the liability of the Insured has assumed Reinsured to its policyholders had been determined without reference to any term in any composition or scheme of arrangement or any similar such policy obligations of arrangement, entered into between the Company as direct obligations of Reinsured and its policyholders, unless and until the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give serves written notice to the Reinsurer contrary on the Reinsured in relation to any composition or scheme of the pendency of a claim against the Company within a reasonable time after such claim is filed in the delinquency proceeding and during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. arrangement. (3) The expense thus incurred by the Reinsurer shall be chargeable, subject entitled (but not obliged) to the approval of the Courtset-off, against any sum which it may be liable to pay the Company as part of Reinsured, any sum for which the expense of conservation, rehabilitation or liquidation Reinsured is liable to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by pay the Reinsurer. Where two or more Subscribing Reinsurers are included in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article1. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the all reinsurance made, ceded, renewed or otherwise becoming effective under this Contract Agreement shall be payable by the Reinsurer on the basis of the Company's liability under the Policy without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable North American Re directly to the Company or to its liquidator, receiver, conservator or statutory successorsuccessor on the basis of the liability of the Company under the contract or contracts reinsured without diminution because of the insolvency of the Company. It is understood, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance however, that in the event of the insolvency of the Company or (2) where Company, the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator receiver or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company on the policy reinsured within a reasonable time after such claim is filed in the delinquency insolvency proceeding 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 such claim is to be adjudicated, any defense or defenses available under this Contract that which it may deem available to the Company or to its liquidator, receiver, conservator receiver or statutory successor. 2. The It is further understood that the expense thus incurred by the Reinsurer North American Re shall be chargeable, subject to the approval of the Courtcourt approval, against the insolvent Company as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the ReinsurerNorth American Re. Where two or more Subscribing Reinsurers assuming insurers are included involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract the Reinsurance Agreement as though such expense had been incurred by the Company. 3. In the event of the insolvency of North American Re and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Re.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the agrees that all reinsurance under this Contract Agreement shall be payable by the Reinsurer on the basis of the Company's liability of the Insurer under the Policy each policy reinsured under this Agreement without diminution because of the insolvency of the Company or because Insurer, and the liquidator, receiver, conservator or statutory successor Reinsurer assumes liability for such reinsurance as of the Company has failed to pay all or a portion effective dates of any claimsuch policies. The reinsurance will Any such payments by the Reinsurer shall be payable made directly to the Company Insurer or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in . In the event of the insolvency of the Company or (2) where Insurer, the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator receiver or statutory successor of the Company Insurer shall give written notice to the Reinsurer of the pendency of that a claim is pending against the Company Insurer with respect to policies comprising the Underlying Risk within a reasonable time after such claim is filed in the delinquency proceeding and during insolvency proceedings. While the pendency of such claimclaim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses available under this Contract that which it may deem available to the Company Insurer or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the Company Insurer as part of the expense expenses of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company Insurer solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers reinsurers are included in the same claim involved and a majority in of interest elect to interpose defense to such defend a claim, the expense shall will be apportioned in accordance with the terms of this Contract the reinsurance agreement as though such if the expense had been incurred by the CompanyInsurer.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the this reinsurance under this Contract shall be payable by directly to the Reinsurer Company or to its liquidator, receiver, conservator or statutory successor on the basis of the Company's liability under of the Policy Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to It is agreed, however, that the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers are included In the event of the insolvency of the Company the sums held in trust for the same claim Reinsurer shall continue to be kept separate and a majority continue to be held in interest elect trust for the benefit of the Reinsurer and subject to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred Agreement shall continue to be beneficially owned by and payable to the Reinsurer. In the event of the insolvency of the Reinsurer, all amounts due but not paid to the Reinsurer by the CompanyCompany on such date under this Agreement and any other contract, regardless of the date on which they became due, and all amounts which become due to the Reinsurer by the Company after that date under this Agreement and any other contract may be retained by the Company and set off (to the extent permitted by applicable law) against the amounts due by the Reinsurer under this Agreement and any other contract, whether they were due before the insolvency or become due after. The balance only, if any, shall be payable by the Company to the Reinsurer at the expiry of all liability under this Agreement and any other contract between the parties.

Insolvency. A. The provisions A party to this Agreement will be deemed “insolvent” when it: a) Applies for or consents to the appointment of a receiver, rehabilitator, conservator, liquidator or statutory successor (hereinafter referred to as the Authorized Representative) of its properties or assets; or b) Is adjudicated as bankrupt or insolvent; or c) Files or consents to the filing of a petition in bankruptcy, seeks reorganization or an arrangement with creditors or takes advantage of any bankruptcy, dissolution, liquidation, rehabilitation, conservation or similar law or statute; or d) Becomes the subject of an order to rehabilitate or an order to liquidate as defined by the insurance code of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation jurisdiction of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. party’s domicile. In the event of the insolvency of the Company, the all reinsurance ceded, renewed or otherwise becoming effective under this Contract shall Agreement will be payable by the Reinsurer directly to the Company or to its Authorized Representative on the basis of the Company's liability of the Company for benefits under the Policy Reinsured Policies without diminution because of the insolvency of the Company or because Company. The Reinsurer will be liable only for benefits reinsured as benefits become due under the liquidator, receiver, conservator or statutory successor terms of the Company has failed Reinsured Policies and will not be or become liable for any amounts or reserves to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of held by the Company as direct obligations to the Reinsured Policies or for any damages owed by the Company as a result of issuance of any of the Reinsurer to the payee under the Policy and in substitution for the obligations of the policies. The Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall its Authorized Representative will give written notice to the Reinsurer of the pendency of a claim all pending claims against the Company on any Reinsured Policies within a reasonable time after such filing in the insolvency proceedings. While a claim is filed in the delinquency proceeding and during the pendency of such claimpending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding proceedings where such the claim is to be adjudicated, any defense or defenses available under this Contract that which it may deem available to the Company or its liquidator, receiver, conservator or statutory successorAuthorized Representative. The expense thus incurred by the Reinsurer shall will be chargeable, subject to the approval of the Courtcourt approval, against the Company as part of the expense of conservation, rehabilitation or liquidation its insolvency proceedings to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers reinsurers are included involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense shall will be apportioned in accordance with the terms of this Contract the Agreement as though such expense had been incurred by the Company. In the event of the insolvency of the Reinsurer, the Company may cancel this Agreement for new business by promptly providing the Reinsurer or its Authorized Representative with written notice of cancellation, to be effective as of the date on which the Reinsurer’s insolvency is established by the authority responsible for such determination. Any requirement for a notification period prior to the cancellation of the Agreement would not apply under such circumstances. In addition, in the event of the insolvency of the Reinsurer, the Company may provide the Reinsurer or its Authorized Representative with written notice of its intent to recapture all reinsurance in force under this Agreement regardless of the duration the reinsurance has been in force or the amount retained by the Company on the Reinsured Policies. The effective date of a recapture due to insolvency will be at the election of the Company but may not be earlier than the date on which the Reinsurer’s insolvency is established by the authority responsible for such determination. If the Company elects to terminate reinsurance under this Article, a termination settlement will be made according to the terms specified in the Business Transfer Events provision of Exhibit C-1. In the event of the insolvency of either party, the rights or remedies of this Agreement will remain in full force and effect.

Insolvency. A. The provisions portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to Company at the same claim time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the reinsurance under this Contract shall be payable by the Reinsurer Reinsurer, on the basis of the Company's liability of the Company under the Policy policy or policies reinsured without diminution because of the insolvency of the Company Company. B. In the event of the insolvency of one or because more than one of the companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claimclaims. The reinsurance will Such payments by the Reinsurer shall be payable made directly to the Company or to its liquidator, receiver, conservator receiver or statutory successor, except (1) where this Contract the contract of insurance or any Exhibit specifically reinsurance provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payeeCompany(ies). E. The liquidatorC. It is agreed, receiverhowever, conservator that the liquidator or receiver or statutory successor of the Company insolvent Company(ies) shall give written notice to the Reinsurer of the pendency of a claim against the Company insolvent Company(ies) on the policy or policies reinsured within a reasonable time after such claim is filed in the delinquency insolvency proceeding and that during the pendency of such claim, claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses available under this Contract that which it may deem available to the Company Company(ies) or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the Company insolvent Company(ies) as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company Company(ies) solely as a result of the defense undertaken by the Reinsurer. . D. Where two or more Subscribing Reinsurers reinsurers are included involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract Agreement as though such expense had been incurred by the Companyinsolvent Company(ies).

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the this reinsurance under this Contract shall be payable by directly to the Reinsurer Company or to its liquidator, receiver, conservator or statutory successor on the basis of the Company's liability under of the Policy Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to It is agreed, however, that the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer Retrocessionaire of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Retrocessionaire within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer Retrocessionaire may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer Retrocessionaire shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the ReinsurerRetrocessionaire. Where two or more Subscribing Reinsurers are included in In the same claim and a majority in interest elect to interpose defense to such claimevent of the insolvency of the Company, the expense sums held in trust for the Retrocessionaire shall continue to be apportioned kept separate and continue to be held in accordance with trust for the benefit of the Retrocessionaire and subject to the terms of this Contract as though such expense had been incurred Agreement shall continue to be beneficially owned by and payable to the Retrocessionaire. In the event of the insolvency of the Retrocessionaire, all amounts due but not paid to the Retrocessionaire by the Company.Company on such date under this Agreement and any other contract, regardless of the date on which they became due, and all amounts which become due to the Retrocessionaire by the Company after that date under this Agreement and any other contract may be retained by the Company and set off (to the extent permitted by applicable law) against the amounts due by the Retrocessionaire under this Agreement and any other contract, whether they were due before the insolvency or become due after. The balance only, if any, shall be payable by the Company to the Retrocessionaire at the expiry of all liability under this Agreement and any other contract between the parties

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the all reinsurance made, ceded, renewed or otherwise becoming effective under this Contract Agreement shall be payable by the Reinsurer on the basis of the Company's liability of the Company under the Policy Reinsured Policies without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator receiver or statutory successor, except (1i) where this Contract or any Exhibit Agreement specifically provides for another payee of such the reinsurance in the event of the insolvency of the Company or (2ii) where the Reinsurer Reinsurer, with the consent of the Insured direct insured, has assumed such the policy obligations of the Company as direct obligations of the Reinsurer to the payee payees under the a Reinsured Policy and in substitution for the obligations of the Company to such payee. E. The liquidatorthe payees. It is understood, receiverhowever, conservator that in the event of the insolvency of the Company, the liquidator or receiver or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a the claim against the Company on any Reinsured Policy within a reasonable time after such claim is filed in the delinquency proceeding insolvency proceeding, and during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or of defenses available under this Contract that which it may deem available to the Company or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The expense thus expenses incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the Company as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company in conservation or liquidation, solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers are included in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the CompanyCOMPANY, the reinsurance under provided by this Contract AGREEMENT shall be payable by the Reinsurer REINSURER on the basis of the Company's liability of the COMPANY under the Policy policy or policies reinsured, without diminution because of the insolvency of the Company or because the liquidatorsuch insolvency, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company COMPANY or to its receiver, liquidator, receiver, conservator or statutory successor. B. The reinsurance hereunder shall be payable as provided above, except as provided by Section 4118(a)(1 )(A) of the New York Insurance Laws or except (1) where this Contract or any Exhibit specifically provides for AGREEMENT specifies another payee of such reinsurance in the event of the insolvency of the Company or COMPANY, and (2) where the Reinsurer REINSURER, with the consent of the Insured direct insureds, and, as respects New York risks, with the approval of the Superintendent of the New York Insurance Department, has assumed such policy obligations of the Company COMPANY as its direct obligations of the Reinsurer to the payee payees under the Policy and such policies in substitution for the obligations of the Company COMPANY to such payeepayees. E. The C. In the event of the insolvency of the COMPANY, the liquidator, receiver, conservator or other statutory successor of the Company COMPANY shall give written notice to the Reinsurer REINSURER of the pendency of a claim against the Company insolvent COMPANY on the policy or policies reinsured within a reasonable time after such claim is filed in the delinquency proceeding and during insolvency proceeding. The REINSURER shall have the pendency of such claim, the Reinsurer may right to investigate each such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that which it may deem available to the Company COMPANY or its liquidator, receiver, conservator or other statutory successor. The expense thus incurred by the Reinsurer REINSURER shall be chargeable, subject to the approval of the Courtcourt approval, against the Company insolvent COMPANY as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company COMPANY solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers are included in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the CompanyREINSURER.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article1. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the all reinsurance made, ceded, renewed or otherwise becoming effective under this Contract Agreement shall be payable by the Reinsurer on the basis of the Company's liability under the Policy without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable Swiss Re America directly to the Company or to its liquidator, receiver, conservator or statutory successorsuccessor on the basis of the liability of the Company under the contract or contracts reinsured without diminution because of the insolvency of the Company. It is understood, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance however, that in the event of the insolvency of the Company or (2) where Company, the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator receiver or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company on the policy reinsured within a reasonable time after such claim is filed in the delinquency insolvency proceeding and that, during the pendency of such claim, the Reinsurer Swiss Re America may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that which it may deem available to the Company or to its liquidator, receiver, conservator receiver or statutory successor. 2. The It is further understood that the expense thus incurred by the Reinsurer Swiss Re America shall be chargeable, subject to the approval of the Courtcourt approval, against the insolvent Company as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the ReinsurerSwiss Re America. Where two or more Subscribing Reinsurers assuming insurers are included involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract Reinsurance Agreement as though such expense had been incurred by the Company. 3. In the event of the insolvency of Swiss Re America and the appointment of receivers therefor, the liability of Swiss Re America shall not terminate but shall continue with respect to the reinsurance ceded to Swiss Re America by the Company prior to the date of such insolvency or appointment. In the event of such insolvency, the Company may elect to cancel this Agreement for new business and/or immediately recapture reinsurance in force under this Agreement by promptly providing Swiss Re America, its rehabilitator, conservator, liquidator or statutory successor with written notice of the cancellation effective the date on which Swiss Re America’s insolvency is established by the authority responsible for such determination. Any requirement for a notification period prior to cancellation of the Agreement or recapture of reinsurance in force would not apply under such circumstances.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the reinsurance under this Contract Agreement shall be payable by the Reinsurer on the basis of reported claims allowed in the Company's liability under the Policy liquidation proceedings, subject to court approval, without diminution because of the insolvency of the Company or because Company. Payments by the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will Reinsurer shall be payable made directly to the Company or to its domiciliary liquidator, receiver, conservator receiver or statutory successor, except (except: 1) . where this Contract or any Exhibit the policy specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (Company, and 2) . where the Reinsurer Reinsurer, with the consent of the Insured direct insured or insureds, has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee payees under the Policy such policies and in substitution for the obligations of the Company to such payee. E. payees. The domiciliary liquidator, receiver, conservator receiver or statutory successor of the an insolvent Company shall give written notice to the Reinsurer of the pendency of a each claim against the insolvent Company on the contract reinsured within a reasonable time after such the claim is filed in the delinquency proceeding and during liquidation proceeding. During the pendency of such the claim, the Reinsurer may shall have the right to investigate such the claim and interpose, at its own expense, interpose in the proceeding where such the claim is to be adjudicated, at the Reinsurer’s expense, any defense or defenses available under this Contract that it may deem the Reinsurer considers available to the Company or Company, its liquidator, receiver, conservator receiver or statutory successor. The Subject to court approval, the expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, chargeable against the insolvent Company as part of the expense of conservationliquidation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where If two or more Subscribing Reinsurers assuming insurers are included involved in the same claim and a majority in interest elect to interpose a defense to such the claim, the expense shall must be apportioned in accordance with the terms of this Contract as though such the expense had been incurred by the Company.

Insolvency. A. The provisions If more than one reinsured company is referenced within the definition of “Company” in the Alternate Payee Article of this Contract are intended Preamble to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where , this Article applies, it shall apply severally to each reinsured such company. Further, this Article and the laws of the domiciliary location shall apply in the event of the insolvency of any company referenced within covered hereunder. In the definition event of "Company" in a conflict between any provision of this ContractArticle and the laws of the domiciliary location of any company covered hereunder, that domiciliary location’s laws shall prevail. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. B. In the event of the insolvency of the Company, this reinsurance (or the reinsurance under this Contract portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable by directly to the Reinsurer Company, or to its liquidator, receiver, conservator or statutory successor, (1) on the basis of the liability of the Company's liability under , or (2) on the Policy basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to It is agreed, however, that the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses available under this Contract that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. . C. Where two or more Subscribing Reinsurers reinsurers are included involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this reinsurance Contract as though such expense had been incurred by the Company. D. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Contract, the reinsurance shall be payable as set forth above by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, (except as provided by Section 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (1) where the Contract specifically provides another payee in the event of the insolvency of the Company, or (2) where the Reinsurer, with the consent of the direct insured or insureds, has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Financial Services of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy.

Insolvency. A. The provisions A party to this Agreement will be deemed “insolvent” when it: a) Applies for or consents to the appointment of a receiver, rehabilitator, conservator, liquidator or statutory successor (hereinafter referred to as the Authorized Representative) of its properties or assets; or b) Is adjudicated as bankrupt or insolvent; or c) Files or consents to the filing of a petition in bankruptcy, seeks reorganization or an arrangement with creditors or takes advantage of any bankruptcy, dissolution, liquidation, rehabilitation, conservation or similar law or statute; or d) Becomes the subject of an order to rehabilitate or an order to liquidate as defined by the insurance code of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation jurisdiction of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. party’s domicile. In the event of the insolvency of the Company, the all reinsurance ceded, renewed or otherwise becoming effective under this Contract shall Agreement will be payable by the Reinsurer directly to the Company or to its Authorized Representative on the basis of the Company's liability of the Company for benefits under the Policy Reinsured Policies without diminution because of the insolvency of the Company or because Company. The Reinsurer will be liable only for benefits reinsured as benefits become due under the liquidator, receiver, conservator or statutory successor terms of the Company has failed Reinsured Policies and will not be or become liable for any amounts or reserves to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of held by the Company as direct obligations to the Reinsured Policies or for any damages or payments resulting from the termination or restructure of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Policies that are not otherwise expressly covered by this Agreement. The Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall its Authorized Representative will give written notice to the Reinsurer of the pendency of a claim all pending claims against the Company on any Reinsured Policies within a reasonable time after such filing in the insolvency proceedings. While a claim is filed in the delinquency proceeding and during the pendency of such claimpending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding proceedings where such the claim is to be adjudicated, any defense or defenses available under this Contract that which it may deem available to the Company or its liquidator, receiver, conservator or statutory successorAuthorized Representative. The expense thus incurred by the Reinsurer shall will be chargeable, subject to the approval of the Courtcourt approval, against the Company as part of the expense of conservation, rehabilitation or liquidation its insolvency proceedings to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers reinsurers are included involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense shall will be apportioned in accordance with the terms of this Contract the Agreement as though such expense had been incurred by the Company.. In the event of the insolvency of the Reinsurer, the Company may cancel this Agreement for new business by promptly providing the Reinsurer or its Authorized Representative with written notice of cancellation, to be effective as of the date on which the Reinsurer’s insolvency is established by the authority responsible for such determination. Any requirement for a notification period prior to the cancellation of the Agreement would not apply under such circumstances. I414849US-12 (11-01-2011) QT#04028US11 (COLI & BXXx) In addition, in the event of the insolvency of the Reinsurer, the Company may provide the Reinsurer or its Authorized Representative with written notice of its intent to recapture all reinsurance in force under this Agreement regardless of the duration the reinsurance has been in force or the amount retained by the Company on the Reinsured Policies. The effective date of a recapture due to insolvency will be at the election of the Company but may not be earlier than the date on which the Reinsurer’s insolvency is established by the authority responsible for such determination. If the Company elects to recapture reinsurance under this Article, unearned premiums, net of outstanding balances, will be paid by the party with the positive balance. In the event of the insolvency of either party, the rights or remedies of this Agreement will remain in full force and effect. I414849US-12 (11-01-2011) QT#04028US11 (COLI & BXXx)

Insolvency. A. The provisions For the purpose of this Agreement, THE COMPANY or THE REINSURER shall be deemed "insolvent" if it does one or more of the Alternate Payee Article following: a. A court-appointed receiver, trustee, custodian, conservator, liquidator, government official or similar officer takes possession of this Contract are intended to take precedence over this Article. This Article shall apply the property or assets of either THE COMPANY or THE REINSURER; or b. Either THE COMPANY or THE REINSURER is placed in receivership, rehabilitation, liquidation, conservation, bankruptcy or similar status pursuant to the extent the Reinsurer has laws of any liability to the Company, state or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract.United States; or B. Where this Article applies, it shall apply severally c. Either THE COMPANY or THE REINSURER becomes subject to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two an order to rehabilitate or more Subscribing Reinsurers are liable with respect an order to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract liquidate as though such expense had been incurred defined by the Company. D. insurance code of the jurisdiction of the domicile of THE COMPANY or THE REINSURER, as the case may be. In the event of the insolvency of the Companythat THE COMPANY is deemed insolvent, the all reinsurance under this Contract claims payable hereunder shall be payable by the Reinsurer THE REINSURER on the basis of the CompanyTHE COMPANY's liability under the Policy policies reinsured without diminution because of the insolvency of THE COMPANY. Such claims shall be payable by THE REINSURER directly to THE COMPANY, its liquidator or statutory successor. It is understood, however, that in the Company event of such insolvency, the liquidator or because the liquidator, receiver, conservator receiver or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company THE COMPANY shall give written notice to the Reinsurer THE REINSURER of the pendency of a claim against the Company THE COMPANY on a risk reinsured hereunder within a reasonable time after such claim is filed in the delinquency proceeding insolvency proceeding. Such notice shall indicate the policy reinsured and during whether the claim could involve a possible liability on the part of THE REINSURER. Failure to give such notice of the pendency of a claim shall not excuse the obligation of THE REINSURER unless it is substantially prejudiced thereby. During the pendency of such claim, the Reinsurer THE REINSURER may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company or THE COMPANY, its liquidator, receiver, conservator receiver or statutory successor. The It is further understood that the expense thus incurred by the Reinsurer THE REINSURER shall be chargeable, subject to the approval of the Courtcourt approval, against the Company THE COMPANY as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company THE COMPANY solely as a result of the defense undertaken by THE REINSURER . In the Reinsurerevent THE REINSURER is deemed insolvent, THE REINSURER will be bound by any legal directions imposed by its liquidator, conservator, or statutory successor. Where two However, and if not in conflict with such legal directions, THE COMPANY shall have the right to cancel this Agreement with respect to occurrences taking place on or more Subscribing Reinsurers are included in after the same claim and a majority in interest elect date THE REINSURER first evidences insolvency. Such right to interpose defense to such claim, the expense cancel shall be apportioned exercised by providing THE REINSURER (or its liquidator, conservator, receiver or statutory successor) with a written notice of THE COMPANY's intent to recapture ceded business. If THE COMPANY exercises such right to cancel and recapture ceded business, such election shall be in accordance with lieu of any premature recapture fee. Upon such election, THE COMPANY shall be under no obligation to THE REINSURER, its liquidator, receiver or statutory successor; however, THE REINSURER, its liquidator, receiver or statutory successor shall be liable for all claims incurred prior to the terms date of this Contract as though such expense had been incurred by the Companyrecapture.

Insolvency. A. The provisions For the purpose of this Agreement, THE COMPANY or THE REINSURER shall be deemed "insolvent" if it does one or more of the Alternate Payee Article following: a. A court-appointed receiver, trustee, custodian, conservator, liquidator, government official or similar officer takes possession of this Contract are intended to take precedence over this Article. This Article shall apply the property or assets of either THE COMPANY or THE REINSURER; or b. Either THE COMPANY or THE REINSURER is placed in receivership, rehabilitation, liquidation, conservation, bankruptcy or similar status pursuant to the extent the Reinsurer has laws of any liability to the Company, state or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract.United States; or B. Where this Article applies, it shall apply severally c. Either THE COMPANY or THE REINSURER becomes subject to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two an order to rehabilitate or more Subscribing Reinsurers are liable with respect an order to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract liquidate as though such expense had been incurred defined by the Company. D. insurance code of the jurisdiction of the domicile of THE COMPANY or THE REINSURER, as the case may be. In the event of the insolvency of the Companythat THE COMPANY is deemed insolvent, the all reinsurance under this Contract claims payable hereunder shall be payable by the Reinsurer THE REINSURER on the basis of the CompanyTHE COMPANY's liability under the Policy policies reinsured without diminution because of the insolvency of THE COMPANY. Such claims shall be payable by THE REINSURER directly to THE COMPANY, its liquidator or statutory successor. It is understood, however, that in the Company event of such insolvency, the liquidator or because the liquidator, receiver, conservator receiver or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company THE COMPANY shall give written notice to the Reinsurer THE REINSURER of the pendency of a claim against the Company THE COMPANY on a risk reinsured hereunder within a reasonable time after such claim is filed in the delinquency proceeding insolvency proceeding. Such notice shall indicate the policy reinsured and during whether the claim could involve a possible liability on the part of THE REINSURER. Failure to give such notice of the pendency of a claim shall not excuse the obligation of THE REINSURER unless it is substantially prejudiced thereby. During the pendency of such claim, the Reinsurer THE REINSURER may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company or THE COMPANY, its liquidator, receiver, conservator receiver or statutory successor. The It is further understood that the expense thus incurred by the Reinsurer THE REINSURER shall be chargeable, subject to the approval of the Courtcourt approval, against the Company THE COMPANY as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company THE COMPANY solely as a result of the defense undertaken by THE REINSURER. In the Reinsurerevent THE REINSURER is deemed insolvent, THE REINSURER will be bound by any legal directions imposed by its liquidator, conservator, or statutory successor. Where two However, and if not in conflict with such legal directions, THE COMPANY shall have the right to cancel this Agreement with respect to occurrences taking place on or more Subscribing Reinsurers are included in after the same claim and a majority in interest elect date THE REINSURER first evidences insolvency. Such right to interpose defense to such claim, the expense cancel shall be apportioned exercised by providing THE REINSURER (or its liquidator, conservator, receiver or statutory successor) with a written notice of THE COMPANY's intent to recapture ceded business. If THE COMPANY exercises such right to cancel and recapture ceded business, such election shall be in accordance with lieu of any premature recapture fee. Upon such election, THE COMPANY shall be under no obligation to THE REINSURER, its liquidator, receiver or statutory successor; however, THE REINSURER, its liquidator, receiver or statutory successor shall be liable for all claims incurred prior to the terms date of this Contract as though such expense had been incurred by the Companyrecapture.

Insolvency. A. The provisions If more than one reinsured company is referenced within the definition of “Company” in the Alternate Payee Article of Preamble to this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the CompanyAgreement, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company referenced within covered hereunder. In the definition event of "Company" in a conflict between any provision of this ContractArticle and the laws of the domiciliary state of any company covered hereunder, that domiciliary state's laws shall prevail. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. B. In the event of the insolvency of the Company, this reinsurance (or the reinsurance under this Contract portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable by directly to the Reinsurer Company, or to its liquidator, receiver, conservator or statutory successor, either: (1) on the basis of the liability of the Company's liability under , or (2) on the Policy basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to It is agreed, however, that the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses available under this Contract that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. . C. Where two or more Subscribing Reinsurers reinsurers are included involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract reinsurance Agreement as though such expense had been incurred by the Company. D. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable as set forth above by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, (except as provided by Section 4118 (a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (1) where the Agreement specifically provides another payee in the event of the insolvency of the Company, or (2) where the Reinsurer, with the consent of the direct insured or insureds, has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Insurance of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy.

Insolvency. A. The provisions A party to this Agreement will be deemed “insolvent” when it: a) Applies for or consents to the appointment of a receiver, rehabilitator, conservator, liquidator or statutory successor (hereinafter referred to as the Authorized Representative) of its properties or assets; or b) Is adjudicated as bankrupt or insolvent; or c) Files or consents to the filing of a petition in bankruptcy, seeks reorganization or an arrangement with creditors or takes advantage of any bankruptcy, dissolution, liquidation, rehabilitation, conservation or similar law or statute; or d) Becomes the subject of an order to rehabilitate or an order to liquidate as defined by the insurance code of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation jurisdiction of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. party’s domicile. In the event of the insolvency of the Company, the all reinsurance ceded, renewed or otherwise becoming effective under this Contract shall Agreement will be payable by the Reinsurer directly to the Company or to its Authorized Representative on the basis of the Company's liability of the Company for benefits under the Policy Reinsured Policies without diminution because of the insolvency of the Company or because Company. The Reinsurer will be liable only for benefits reinsured as benefits become due under the liquidator, receiver, conservator or statutory successor terms of the Company has failed Reinsured Policies and will not be or become liable for any amounts or reserves to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of held by the Company as direct obligations to the Reinsured Policies or for any damages or payments resulting from the termination or restructure of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Policies that are not otherwise expressly covered by this Agreement. The Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall its Authorized Representative will give written notice to the Reinsurer of the pendency of a claim all pending claims against the Company on any Reinsured Policies within a reasonable time after such filing in the insolvency proceedings. While a claim is filed in the delinquency proceeding and during the pendency of such claimpending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding proceedings where such the claim is to be adjudicated, any defense or defenses available under this Contract that which it may deem available to the Company or its liquidator, receiver, conservator or statutory successorAuthorized Representative. The expense thus incurred by the Reinsurer shall will be chargeable, subject to the approval of the Courtcourt approval, against the Company as part of the expense of conservation, rehabilitation or liquidation its insolvency proceedings to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers reinsurers are included involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense shall will be apportioned in accordance with the terms of this Contract the Agreement as though such expense had been incurred by the Company.. In the event of the insolvency of the Reinsurer, the Company may cancel this Agreement for new business by promptly providing the Reinsurer or its Authorized Representative with written notice of cancellation, to be effective as of the date on which the Reinsurer’s insolvency is established by the authority responsible for such determination. Any requirement for a notification period prior to the cancellation of the Agreement would not apply under such circumstances. I414848US-12 (11-01-2011) QT#04028US11 (COLI & BXXx) In addition, in the event of the insolvency of the Reinsurer, the Company may provide the Reinsurer or its Authorized Representative with written notice of its intent to recapture all reinsurance in force under this Agreement regardless of the duration the reinsurance has been in force or the amount retained by the Company on the Reinsured Policies. The effective date of a recapture due to insolvency will be at the election of the Company but may not be earlier than the date on which the Reinsurer’s insolvency is established by the authority responsible for such determination. If the Company elects to recapture reinsurance under this Article, unearned premiums, net of outstanding balances, will be paid by the party with the positive balance. In the event of the insolvency of either party, the rights or remedies of this Agreement will remain in full force and effect. I414848US-12 (11-01-2011) QT#04028US11 (COLI & BXXx)

Insolvency. A. The provisions of 1. If the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply Ceding Company becomes insolvent, MARC will pay all reinsurance directly to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation successor without reduction because of the Alternate Payee Article insolvency. The liquidator, receiver, or statutory successor will give MARC written notice of this Contractany pending claims on policies reinsured hereunder. Such notice will be given within a reasonable time after a claim is filed in the insolvency proceeding. B. Where this Article applies2. While any such claim is pending, it shall apply severally MARC may investigate the claim and interpose in the name of the Ceding Company (its liquidator, receiver, or statutory successor) at its own expense in the proceeding where such claim is to each reinsured company referenced within be adjudicated. Any expense thus incurred by MARC will be chargeable, subject to court approval, against the definition Ceding Company as part of "Company" in this Contract. C. the expense of liquidation. Where two or more Subscribing Reinsurers reinsurers are liable with respect to participating in the same claim and a majority in interest elects to interpose a defense or defenses to any such claim, the expense shall will be apportioned in accordance with the terms of this Contract the reinsurance agreements as though the Ceding Company had incurred such expense had been incurred by the Companyexpense. D. 3. In the event of the insolvency of the CompanyMARC becomes insolvent, the Ceding Company shall have the right, but not the obligation, to recapture without recapture penalty, fee or charge, all reinsurance in force under this Contract shall be payable agreement by the Reinsurer on the basis of the Company's liability under the Policy without diminution because of the insolvency of the Company promptly providing MARC, or because the liquidatorits rehabilitator, receiverconservator, conservator liquidator or statutory successor with written notice of the recapture. If the Ceding Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to unilaterally terminates the Company or to reinsurance, MARC, its rehabilitator, conservator, liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor will remain liable for any outstanding payments incurred prior to the date of termination. The effective date of recapture must be within 120 days of the date on which the Ceding Company shall give receives written notice to the Reinsurer of the pendency of a claim against the Company within a reasonable time after such claim is filed in the delinquency proceeding and during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers are included in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Companynotification from MARC on insolvency.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency and the appointment of a conservator, liquidator or statutory successor of the Company, the reinsurance under this Contract portion of any risk or obligation assumed by the Reinsurer shall be payable by to the Reinsurer conservator, liquidator or statutory successor on the basis of claims allowed against the Company's liability under the Policy without diminution because insolvent Company by any court of the insolvency of the Company competent jurisdiction or because the liquidatorby any conservator, receiver, conservator liquidator or statutory successor of the Company having authority to allow such claims, without diminution because of that insolvency or because the conservator, liquidator or statutory successor has failed to pay all or a portion of any claimclaims. The reinsurance will Payments by the Reinsurer as set forth in this paragraph shall be payable made directly to the Company or to its liquidatorconservator, receiver, conservator liquidator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. Company. The liquidatorconservator, receiver, conservator liquidator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured, within a reasonable time after such claim is filed in the delinquency proceeding filed, and during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that which it may deem available to the Company or its liquidatorconservator, receiver, conservator liquidator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeablepayable, subject to the approval court approval, out of the Court, against estate of the insolvent Company as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company in conservation or liquidation solely as a result of the defense undertaken by the Reinsurer. . B. Where two or more Subscribing Reinsurers reinsurers are included involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. C. In the event of the insolvency of any company or companies included in the designation of "Company," this clause will apply only to the insolvent company or companies.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the CompanyGELAAC, the all reinsurance made, ceded, renewed or otherwise becoming effective under this Contract Agreement shall be payable by the Reinsurer on the basis of the Company's liability of GELAAC under the Policy Reinsured Contracts without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable GELAAC directly to the Company GELAAC or to its liquidator, domiciliary liquidator or receiver, conservator or statutory successor, except (1a) where this Contract or any Exhibit the Policy specifically provides for another payee of such the reinsurance in the event of the insolvency of the Company GELAAC or (2b) where the Reinsurer Reinsurer, with the consent of the Insured Policyholder has assumed such policy GELAAC’s Policy obligations of the Company as direct obligations of the Reinsurer to the payee payees under the Policy Policies and in substitution for the obligations of GELAAC to the Company to such payee. E. The liquidatorpayees. It is understood, receiverhowever, conservator that in the event of the insolvency of GELAC, the liquidator or receiver or statutory successor of the Company GELAAC shall give written notice to the Reinsurer of the pendency of a any impending claim against the Company GELAAC on a Reinsured Contract within a reasonable period of time after such claim Claim is filed in the delinquency proceeding insolvency proceedings and that during the pendency of such claim, Claim the Reinsurer may investigate such claim and interposemay, at its own expense, investigate such Claim and interpose, in the proceeding where such claim Claim is to be adjudicated, adjudicated any defense or defenses available under this Contract that which it may deem available to the Company GELAAC or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The It is further understood that the expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the Company GELAAC as a part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company GELAAC solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers are included in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Companyreinsured companies, the this reinsurance under this Contract shall be payable by directly to the Reinsurer company or to its liquidator, receiver, conservator or statutory successor on the basis of the Company's liability under of the Policy without company with diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to It is agreed, however, that the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. Where two . B. It is further understood and agreed that, in the event of the insolvency of one or more Subscribing Reinsurers are included of the reinsured companies, the reinsurance under this Contract shall be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the same claim event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the company as direct obligations of the Reinsurer to the payees under such policies and a majority in interest elect to interpose defense substitution for the obligations of the company to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Companypayees.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. (a) In the event of the insolvency of the CompanyRetrocedant, the this reinsurance under this Contract shall be payable by the Reinsurer directly to Retrocedant, or to its liquidator, receiver, conservator or statutory successor on the basis of the Company's liability under the Policy of Retrocedant without diminution because of the insolvency of the Company Retrocedant or because the liquidator, receiver, conservator or statutory successor of the Company Retrocedant has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The (b) It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company Retrocedant shall give written notice to the Reinsurer Retrocessionaire of the pendency of a claim against Retrocedant indicating the Company Reinsurance Contract, which claim would involve a possible liability on the part of Retrocessionaire within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer Retrocessionaire may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses available under this Contract that it may deem available to the Company Retrocedant or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer Retrocessionaire shall be chargeable, subject to the approval of the Courtcourt, against the Company Retrocedant as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company Retrocedant solely as a result of the defense undertaken by Retrocessionaire. (c) As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the Reinsurer. Where two reinsurance shall be payable as set forth above by Retrocessionaire to Retrocedant or more Subscribing Reinsurers are included to its liquidator, receiver, conservator or statutory successor, except (1) where the Reinsurance Contract specifically provides another payee in the same claim event of the insolvency of Retrocedant, and a majority (2) where Retrocessionaire, with the consent of the reinsured or reinsureds under the Reinsurance Contract, has assumed such Reinsurance Contract obligations of Retrocedant as direct obligations of Retrocessionaire to the payees under the Reinsurance Contract and in interest elect to interpose defense substitution for the obligations of the Retrocedant to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Companypayees.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended Reinsurer hereby agrees that, as to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Companyall reinsurance made, ceded, renewed or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Companyotherwise becoming effective hereunder, the reinsurance under this Contract shall be payable by the Reinsurer on the basis of the Company's liability of Cedent under the Policy Coinsured Contracts reinsured on an indemnity basis, directly to Cedent or to its conservator, liquidator, receiver or other statutory successor without diminution because of (i) the insolvency insolvency, liquidation or rehabilitation of Cedent, (ii) the Company or because the liquidatorappointment of a conservator, receiver, conservator liquidator or statutory successor of Cedent, or (iii) the Company has failed failure of the conservator, receiver, liquidator or statutory successor of Cedent to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidatorIt is agreed that any conservator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator liquidator or statutory successor of the Company Cedent shall give prompt written notice to the Reinsurer of the pendency or submission of a claim against the Company under any such Coinsured Contracts within a reasonable time after such claim is filed in the delinquency proceeding and during receivership, conservation, insolvency or liquidation proceeding. During the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company Cedent or its liquidatorconservator, receiver, conservator liquidator or statutory successorsuccessor except where: (i) the Coinsured Contract specifies another payee of such reinsurance in the event of the insolvency of Cedent and (ii) Reinsurer, with the consent of the direct insureds has assumed such policy obligations of Cedent as its direct obligations to the payees under such Coinsured Contracts, in substitution for the obligations of Cedent to such payees. The expense thus incurred by the Reinsurer shall be chargeableis chargeable against Cedent, subject to the approval of the Courtcourt, against the Company as a part of the expense of conservationinsolvency, liquidation or rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue accrues to the Company Cedent solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers are included in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Companyany company that is a party to this Agreement, the this reinsurance under this Contract shall be payable by directly to the Reinsurer company, or to its liquidator, receiver or conservator or statutory successor on the basis of the Company's liability under of the Policy company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to It is agreed, however, that the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer reinsurers of the pendency of a claim against the Company company indicating the policy or bond reinsurance which claim would involve a possible liability on the part of the reinsurers within a reasonable time after such that claim is filed in the delinquency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, that claim the Reinsurer reinsurers may investigate such that claim and interpose, at its their own expense, in the proceeding where such that claim is to be adjudicated, adjudicated any defense or defenses available under this Contract that it (s) they may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The This expense thus incurred by the Reinsurer reinsurers shall be chargeable, subject to the approval of the Courtcourt, against the Company company as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurerreinsurers. Where two or more Subscribing Reinsurers reinsurers are included involved in the same claim and a majority in interest elect to interpose defense to such that claim, the expense shall be apportioned in accordance with the terms of this Contract the reinsurance agreement as though such that expense had been incurred by the Companycompany. This insolvency clause shall not preclude the reinsurer from asserting any excuse of defense to payment of this reinsurance other than the excuses or defenses of the insolvency of the company and the failure of the company's liquidator, receiver, conservator or statutory successor to pay all or a portion of the claim.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the CompanyCOMPANY, the reinsurance under provided by this Contract AGREEMENT shall be payable by the Reinsurer REINSURER on the basis of the Company's liability of the COMPANY under the Policy policy or policies reinsured, without diminution because of the insolvency of the Company or because the liquidatorsuch insolvency, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company COMPANY or to its receiver, liquidator, receiver, conservator or statutory successor. B. The reinsurance hereunder shall be payable as provided above, except as provided by Section 4118(a)(1)(A) of the New York Insurance Laws or except (1) where this Contract or any Exhibit specifically provides for AGREEMENT specifies another payee of such reinsurance in the event of the insolvency of the Company or COMPANY, and (2) where the Reinsurer REINSURER, with the consent of the Insured direct insureds, and, as respects New York risks, with the approval of the Superintendent of the New York Insurance Department, has assumed such policy obligations of the Company COMPANY as its direct obligations of the Reinsurer to the payee payees under the Policy and such policies in substitution for the obligations of the Company COMPANY to such payeepayees. E. The C. In the event of the insolvency of the COMPANY, the liquidator, receiver, conservator or other statutory successor of the Company COMPANY shall give written notice to the Reinsurer REINSURER of the pendency of a claim against the Company insolvent COMPANY on the policy or policies reinsured within a reasonable time after such claim is filed in the delinquency proceeding and during insolvency proceeding. The REINSURER shall have the pendency of such claim, the Reinsurer may right to investigate each such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that which it may deem available to the Company COMPANY or its liquidator, receiver, conservator or other statutory successor. The expense thus incurred by the Reinsurer REINSURER shall be chargeable, subject to the approval of the Courtcourt approval, against the Company insolvent COMPANY as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company COMPANY solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers are included in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the CompanyREINSURER.

Insolvency. A. The provisions For the purpose of this Agreement, THE COMPANY or THE REINSURER shall be deemed "insolvent" if one or more of the Alternate Payee Article following occurs: a. A court-appointed receiver, trustee, custodian, conservator, liquidator, government official or similar officer takes possession of this Contract are intended to take precedence over this Article. This Article shall apply the property or assets of either THE COMPANY or THE REINSURER; or b. Either THE COMPANY or THE REINSURER is placed in receivership, rehabilitation, liquidation, conservation, bankruptcy or similar status pursuant to the extent the Reinsurer has laws of any liability to the Company, state or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract.United States; or B. Where this Article applies, it shall apply severally c. Either THE COMPANY or THE REINSURER becomes subject to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two an order to rehabilitate or more Subscribing Reinsurers are liable with respect an order to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract liquidate as though such expense had been incurred defined by the Company. D. insurance code of the jurisdiction of the domicile of THE COMPANY or THE REINSURER, as the case may be. In the event of the insolvency of the Companythat THE COMPANY is deemed insolvent, the all reinsurance under this Contract claims payable hereunder shall be payable by the Reinsurer THE REINSURER on the basis of the CompanyTHE COMPANY's liability under the Policy policies reinsured without diminution because of the insolvency of THE COMPANY. Such claims shall be payable by THE REINSURER directly to THE COMPANY, its liquidator or statutory successor. It is understood, however, that in the Company event of such insolvency, the liquidator or because the liquidator, receiver, conservator receiver or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company THE COMPANY shall give written notice to the Reinsurer THE REINSURER of the pendency of a claim against the Company THE REINSURER on a risk reinsured hereunder within a reasonable time after such claim is filed in the delinquency proceeding insolvency proceeding. Such notice shall indicate the policy reinsured and during whether the claim could involve a possible liability on the part of THE REINSURER. Failure to give such notice shall not excuse the obligation of THE REINSURER unless it is substantially prejudiced thereby. During the pendency of such claim, the Reinsurer THE REINSURER may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company or THE COMPANY, its liquidator, receiver, conservator receiver or statutory successor. The It is further understood that the expense thus incurred by the Reinsurer THE REINSURER shall be chargeable, subject to the approval of the Courtcourt approval, against the Company THE COMPANY as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company THE COMPANY solely as a result of the defense undertaken by THE REINSURER. In the Reinsurerevent THE REINSURER is deemed insolvent, THE REINSURER will be bound by any legal directions imposed by its liquidator, conservator, or statutory successor. Where two However, and if not in conflict with such legal directions, THE COMPANY shall have the right to cancel this Agreement with respect to occurrences taking place on or after the date THE REINSURER first evidences insolvency. Such right to cancel shall be exercised by providing THE REINSURER (or its liquidator, conservator, receiver or statutory successor) with a written notice of THE COMPANY's intent to recapture ceded business. If THE COMPANY exercises such right to cancel and recapture ceded business, such election shall be in lieu of any premature recapture fee. Upon such election, THE COMPANY shall be under no obligation to THE REINSURER, its liquidator, receiver or statutory successor; however, THE REINSURER, its liquidator, receiver or statutory successor shall be liable for all claims incurred prior to the date of recapture. If at any point in the future during the term of this Agreement, THE REINSURER is deemed insolvent, THE COMPANY's right of recapture in Section 20 of this Agreement will be triggered unless THE REINSURER elects to, and does, provide, on a timely basis, security in the form of a Letter of Credit, Assets in Trust, or Funds Withheld to THE COMPANY. If THE REINSURER elects to furnish security in the form of one or more Subscribing Reinsurers are included Letters of Credit, Assets in the same claim and a majority in interest elect Trust, or Funds Withheld to interpose defense to such claim, the expense shall be apportioned in accordance with the terms avoid THE COMPANY's right of recapture under Section 20 of this Contract as though Agreement, any such expense had been incurred by security must meet the Companyrequirements set forth in Sections 13, 14 and 15 of Schedule A attached hereto.

Insolvency. A. The provisions reinsurance shall be payable by the Reinsurer on the basis of the Alternate Payee Article liability of this Contract are intended to take precedence over this Article. This Article shall apply to the extent Company under the Policies reinsured without diminution because of the insolvency of the Company and the liability for such reinsurance is assumed by the Reinsurer has any liability to as of the same effective date. In the event of insolvency and the appointment of a conservator, liquidator, or statutory successor of the Company, the portion of any risk or obligation assumed by the Reinsurer shall be payable to the conservator, liquidator, or statutory successor 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 having authority to allow such claims, without diminution because of that insolvency, or because the conservator, liquidator, or statutory successor has failed to pay all or a portion of any claims. B. Payments by the Reinsurer as above set forth shall be made directly to the Company or to its conservator, liquidator, or statutory successor, except where the Agreement of insurance or reinsurance specifically provides another payee of such reinsurance or except as provided by applicable law and regulation (such as subsection (a) of section 4118 of the New York Insurance laws) in the event of the insolvency of the Company. C. In the event of the insolvency of the Company, the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company on the Policy or Policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding and during the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which it may deem available to the Company or its liquidator, receiver receiver, conservator or statutory successor, after . The expense thus incurred by the application and operation Reinsurer shall be chargeable subject to court approval against the insolvent Company as part of the Alternate Payee Article expense of this Contractliquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. D. Where two or more Subscribing Reinsurers are liable with respect to involved in the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract Agreement as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the reinsurance under this Contract shall be payable by the Reinsurer on the basis of the Company's liability under the Policy without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company within a reasonable time after such claim is filed in the delinquency proceeding and during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers are included in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the CompanyRetrocedant, the this reinsurance under this Contract shall be payable by the Reinsurer directly to Retrocedant, or to its liquidator, receiver, conservator or statutory successor on the basis of the Company's liability under the Policy of Retrocedant without diminution because of the insolvency of the Company Retrocedant or because the liquidator, receiver, conservator or statutory successor of the Company Retrocedant has failed to pay all or a portion of any claim. The reinsurance will be payable directly to It is agreed, however, that the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company Retrocedant shall give written notice to the Reinsurer Retrocessionaire of the pendency of a claim against Retrocedant indicating the Company Reinsurance Contract, which claim would involve a possible liability on the part of Retrocessionaire within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer Retrocessionaire may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses available under this Contract that it may deem available to the Company Retrocedant or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer Retrocessionaire shall be chargeable, subject to the approval of the Courtcourt, against the Company Retrocedant as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company Retrocedant solely as a result of the defense undertaken by Retrocessionaire. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the Reinsurer. Where two reinsurance shall be payable as set forth above by Retrocessionaire to Retrocedant or more Subscribing Reinsurers are included to its liquidator, receiver, conservator or statutory successor, except (i) where the Reinsurance Contracts specifically provide another payee in the same claim event of the insolvency of Retrocedant, and a majority (ii) where Retrocessionaire, with the consent of the reinsured or reinsureds under the Reinsurance Contracts, has assumed such Reinsurance Contract obligations of Retrocedant as direct obligations of Retrocessionaire to the payees under such Reinsurance Contracts and in interest elect to interpose defense substitution for the obligations of the Retrocedant to such claim, payees. For the expense shall be apportioned in accordance with the terms purposes of this Contract as though such expense had been incurred by the Company.Section 16, an Insolvency Event shall occur if:

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. (1) In the event of the insolvency of the Company, the reinsurance under provided by this Contract Agreement shall be payable by the Reinsurer on the basis of the Company's liability of the Company under the Policy Policies ceded without diminution because of the insolvency of the Company or because the its liquidator, receiver, conservator or statutory successor of (hereinafter referred to as the Company "Liquidator") has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company Liquidator shall give written notice to the Reinsurer of the pendency of a claim against the Company under any Policy ceded to Reinsurers and covered by this Agreement within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding and during or in the receivership. During the pendency of such claim, the Reinsurer may investigate such claim and interpose, interpose at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company or its liquidator, receiver, conservator or statutory successorthe Liquidator. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share Proportionate Share of the benefit which may accrue to the Company solely as a result of the defense undertaken undertaker by the Reinsurer. . (2) Where two or more Subscribing Reinsurers are included involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract Agreement as though such expense had has been incurred by the Company. (3) In the event of the insolvency of the Company, the reinsurance provided by this Agreement shall be payable directly by the Reinsurer to the Company or to the Liquidator, except (a) where the Policy specifically provides another payee of such reinsurance in the event of the insolvency of the Company, or (b) where the Reinsurer with the consent of the direct insured(s) has assumed the obligations of the Company under the Policies as the direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees.

Insolvency. A. The provisions For the purpose of this Agreement, THE COMPANY or THE REINSURER shall be deemed “insolvent” if one or more of the Alternate Payee Article following occurs: a. A court-appointed receiver, trustee, custodian, conservator, liquidator, government official or similar officer takes possession of this Contract are intended to take precedence over this Article. This Article shall apply the property or assets of either THE COMPANY or THE REINSURER; or b. Either THE COMPANY or THE REINSURER is placed in receivership, rehabilitation, liquidation, conservation, bankruptcy or similar status pursuant to the extent the Reinsurer has laws of any liability to the Company, state or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract.United States; or B. Where this Article applies, it shall apply severally c. Either THE COMPANY or THE REINSURER becomes subject to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two an order to rehabilitate or more Subscribing Reinsurers are liable with respect an order to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract liquidate as though such expense had been incurred defined by the Company. D. insurance code of the jurisdiction of the domicile of THE COMPANY or THE REINSURER, as the case may be. In the event of the insolvency of the Companythat THE COMPANY is deemed insolvent, the all reinsurance under this Contract claims payable hereunder shall be payable by the Reinsurer THE REINSURER on the basis of the Company's THE COMPANY’s liability under the Policy policies reinsured without diminution because of the insolvency of THE COMPANY. Such claims shall be payable by THE REINSURER directly to THE COMPANY, its liquidator or statutory successor. It is understood, however, that in the Company event of such insolvency, the liquidator or because the liquidator, receiver, conservator receiver or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company THE COMPANY shall give written notice to the Reinsurer THE REINSURER of the pendency of a claim against the Company THE REINSURER on a risk reinsured hereunder within a reasonable time after such claim is filed in the delinquency proceeding insolvency proceeding. Such notice shall indicate the policy reinsured and during whether the claim could involve a possible liability on the part of THE REINSURER. Failure to give such notice shall not excuse the obligation of THE REINSURER unless it is substantially prejudiced thereby. During the pendency of such claim, the Reinsurer THE REINSURER may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company or THE COMPANY, its liquidator, receiver, conservator receiver or statutory successor. The It is further understood that the expense thus incurred by the Reinsurer THE REINSURER shall be chargeable, subject to the approval of the Courtcourt approval, against the Company THE COMPANY as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company THE COMPANY solely as a result of the defense undertaken by THE REINSURER. In the Reinsurerevent THE REINSURER is deemed insolvent, THE REINSURER will be bound by any legal directions imposed by its liquidator, conservator, or statutory successor. Where two However, and if not in conflict with such legal directions, THE COMPANY shall have the right to terminate this Agreement with respect to occurrences taking place on or after the date THE REINSURER first evidences insolvency. Such right to terminate shall be exercised by providing THE REINSURER (or its liquidator, conservator, receiver or statutory successor) with a written notice of THE COMPANY’s intent to recapture ceded business. If THE COMPANY exercises such right to terminate and recapture ceded business, such election shall be in lieu of any premature recapture fee. Upon such election, THE COMPANY shall be under no obligation to THE REINSURER, its liquidator, receiver or statutory successor; however, THE REINSURER, its liquidator, receiver or statutory successor shall be liable for all claims incurred prior to the date of recapture. If at any point in the future during the term of this Agreement, THE REINSURER is deemed insolvent, THE COMPANY’s right of recapture in Section 20 of this Agreement will be triggered unless THE REINSURER elects to, and does, provide, on a timely basis, security in the form of a Letter of Credit, Assets in Trust, or Funds Withheld to THE COMPANY. If THE REINSURER elects to furnish security in the form of one or more Subscribing Reinsurers are included Letters of Credit, Assets in the same claim and a majority in interest elect Trust, or Funds Withheld to interpose defense to such claim, the expense shall be apportioned in accordance with the terms avoid THE COMPANY’s right of recapture under Section 20 of this Contract as though Agreement, any such expense had been incurred by security must meet the Companyrequirements set forth in Sections 13, 14 and 15 of Schedule A attached hereto.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Companya receivership, the reinsurance recoverables due under this Contract shall Agreement will be payable by the Reinsurer Reinsurers directly to the receiver, after reasonable provision for verification, on the basis of claims allowed against the Company's liability under insolvent Company by any court of competent jurisdiction having authority to allow such claims or allowed by the Policy receiver as a result of the conclusion of the claim filing, approval, and appeal process before the receiver. Regardless of any provision in this Agreement or other agreement to the contrary, payment will be made without diminution because of the such insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company receiver has failed to pay all or a portion of any claimclaims. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency receiver of the Company will give or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer arrange to give to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidatorReinsurers, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company Company, within a reasonable period of time after the initiation of the receivership. Failure to give such claim is filed in notice will not excuse the delinquency proceeding and during obligation of the pendency of such claim, the Reinsurer Reinsurers unless they are substantially prejudiced thereby. The Reinsurers may investigate such claim and interpose, at its their own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it which they may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The reasonable expense thus incurred by the Reinsurer shall Reinsurers will be chargeablepayable, subject to the approval court approval, out of the Court, against estate of the insolvent Company as part of the expense of conservation, rehabilitation or liquidation the receivership to the extent of a pro rata proportionate share of the benefit which may accrue to the Company in receivership, solely as a result of the defense undertaken by the ReinsurerReinsurers. Where two Payments by the Reinsurers will be made directly to the receiver of the Company except where this Agreement or more Subscribing Reinsurers are included the contract of insurance specifically provides another payee for such reinsurance in the same claim and a majority in interest elect to interpose defense to such claim, event of the expense shall be apportioned in accordance with the terms insolvency of this Contract as though such expense had been incurred by the Company.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the reinsurance made under this Contract Agreement shall be payable by the Reinsurer assuming reinsurer on the basis of the Company's liability of the ceding insurer under the Policy contract or contracts reinsured without diminution because of the insolvency of the Company ceding insurer. The reinsurance made effective under this Agreement shall be payable by the assuming reinsurer to the ceding insurer or because to the liquidator, receiver, conservator receiver or statutory successor of the Company has failed ceding insurer. In the event that one of the Pooled Companies becomes insolvent or is otherwise subject to pay all liquidation or a receivership proceedings, State Auto Mutual shall adjust its net retained portion of any claim. The reinsurance will the combined Pooled Companies’ Net Liabilities and the remaining pool members shall adjust their assumed portions of the combined Pooled Companies’ Net Liabilities, each on a pro rata basis, so as to collectively absorb or assume in full the net retained portion of the combined Pooled Companies’ Net Liabilities of State Auto Mutual which would otherwise be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee responsibility of such reinsurance in impaired company. In the event of such insolvency, liquidation or receivership proceedings of a Pooled Company, the insolvency of the Company liquidator or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator receiver or statutory successor of the such Pooled Company shall give written notice to the Reinsurer State Auto Mutual of the pendency of a any claim against the insolvent Pooled Company on the policy or bond reinsured within a reasonable time after such claim is filed in the delinquency proceeding and insolvency proceeding; that during the pendency of such claim, the Reinsurer claim State Auto Mutual may investigate such claim and interpose, at its own expense, interpose in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses available under this Contract that which it may deem available to the insolvent Pooled Company or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The successors; any such expense thus incurred by the Reinsurer State Auto Mutual shall be chargeablepro-rated among State Auto Mutual and the remaining Pooled Companies, except for the insolvent Pooled Company. In the event that State Auto Mutual becomes insolvent or is otherwise subject to liquidation or receivership proceedings, the approval of the Courtremaining pool members shall adjust their assumed portions, against the Company as part of the expense of conservation, rehabilitation or liquidation to the extent of each on a pro rata share basis, so as to collectively absorb or assume in full the net retained portion of the benefit combined Pooled Companies’ Net Liabilities of State Auto Mutual which may accrue they had not previously assumed and which would otherwise be the responsibility of State Auto Mutual. In the event of such insolvency, liquidation or receivership proceedings of State Auto Mutual, the liquidator or receiver or statutory successor of State Auto Mutual shall give written notice to the Company solely as a result Pooled Companies of the defense undertaken by pendency of any claim against State Auto Mutual on the Reinsurer. Where two policy or more Subscribing Reinsurers are included bond reinsured within a reasonable time after such claim is filed in the same insolvency proceeding; that during the pendency of such claim the Pooled Companies may investigate such claim and a majority interpose in interest elect the proceeding where such claim is to interpose be adjudicated any defense or defenses which they may deem available to State Auto Mutual or its liquidator or receiver or statutory successors; any such claim, the expense thus incurred shall be apportioned in accordance with pro-rated among the terms of this Contract as though such expense had been incurred by the Companyremaining Pooled Companies except for State Auto Mutual.

Insolvency. A. The provisions of Where an Insolvency Event occurs in relation to the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article Retrocedant the following terms shall apply to the extent the Reinsurer has any liability to the Company(and, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the reinsurance under this Contract shall be payable by the Reinsurer on the basis of the Company's liability under the Policy without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of any inconsistency between these terms and any other terms of this Agreement, these terms shall prevail): (1) Notwithstanding any requirement in this Agreement that the insolvency Retrocedant shall actually make payment in discharge of its liability to its policyholder before becoming entitled to payment form the Company Retrocessionaire: (a) the Retrocessionaire shall be liable to pay the Retrocedant even though the Retrocedant is unable actually to pay, or discharge its liability to its policyholder, but; (b) nothing in this clause shall operate to accelerate the date for payment by the Retrocessionaire of any sum which may be payable to the Retrocedant, which sum shall only become payable as and when the Retrocedant would have discharged, by actual payment, its liability for its current net loss but for it being the subject of any Insolvency Event. (2) where The existence, quantum, valuation and date for payment of any sum which the Reinsurer with Retrocessionaire are liable to pay the consent Retrocedant under this Agreement shall be those and only those for which the Retrocessionaire would be liable to the Retrocedant if the liability of the Insured has assumed Retrocedant to its policyholder had been determined without reference to any term in any composition or scheme of arrangement or any similar such policy obligations arrangement, entered into between the Retrocedant and all or any part of its policyholder unless and until the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give Retrocessionaire serve written notice to the Reinsurer contrary on the Retrocedant in relation to any composition or scheme of arrangement. (3) The Retrocessionaire shall be entitled (but not obliged) to set-off, against any sum which it may be liable to pay the Retrocedant, any sum for which the Retrocedant is liable to pay the Retrocessionaire. An Insolvency Event shall occur if: (A) (i) (in relation to (1), (2) and (3) above) a winding up petition is presented in respect of the pendency Retrocedant or a provisional liquidation is appointed over it or if the Retrocedant goes into administration, administrative receivership or receivership or if the Retrocedant has a scheme of a claim against the Company within a reasonable time after such claim is filed arrangement or voluntary arrangement proposed in the delinquency proceeding and during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is relation to be adjudicated, all or any defense or defenses available under this Contract that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers are included in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company.its affairs; or

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply Notwithstanding any other provision to the extent the Reinsurer has any liability to the Companycontrary, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the reinsurance under provided by this Contract Agreement shall be payable by the Reinsurer on the basis of the Company's liability under of the Policy Company for the business reinsured hereunder, without diminution because of the insolvency of the Company or because the liquidatorsuch insolvency, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator receiver or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer Reinsurer, with the consent of the Insured direct insured or insureds, has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee payees under the Policy such policies and in substitution for the obligations of the Company to such payeepayees. E. B. The liquidator, receiver, conservator or statutory successor of the Company Reinsurer shall give be given written notice to the Reinsurer of the pendency of a each claim against or loss, which may involve the Company reinsurance provided by this Agreement within a reasonable time after such claim or loss, is filed in the delinquency proceeding and during insolvency proceeding. The Reinsurer shall have the pendency of such claim, the Reinsurer may right to investigate each such claim or loss and interpose, at its own expense, in the proceeding where such the claim or loss is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company or Company, its liquidator, receiver, conservator receiver or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the insolvent Company as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit benefit, which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two . C. Nothing contained in this Article is intended to change the relationship of the parties to this Agreement or more Subscribing Reinsurers are included to enlarge upon the rights or obligations of either party hereunder except as provided herein, to wit, to pay the statutory successor of the Company on the basis of the amount of liability determined in the same claim and a majority in interest elect to interpose defense to such claim, liquidation or receivership proceeding rather than on the expense shall be apportioned in accordance with basis of the terms actual amount of this Contract as though such expense had been incurred loss paid by the Companyliquidator, receiver or statutory successor to allowed claimants.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply Except to the extent there is any coverage provided in an insolvency endorsement, in the Reinsurer has any liability event of termination of this Agreement due to Insolvency of the Plan, the following rules shall apply for purposes of Losses incurred prior to the Company, date of termination. A. Reinsurer shall have no obligation with respect to administration of Plan benefits or for making any direct payments to any party other than the Plan or its liquidator, receiver receiver, rehabilitator, trustee, administrator or other statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally successor (collectively referred to each reinsured company referenced within the definition of as "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect Successor"). Reinsurer will make payments directly to the same claim and a majority in interest elects to interpose defense to such claimPlan or its Successor, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Companyreasonable provisions for verification, the reinsurance under this Contract shall be payable by the Reinsurer on the basis of the Company's liability under the Policy without diminution because of the insolvency Insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimPlan. The reinsurance Plan or its Successor will be payable directly cooperate with Reinsurer in providing full access to the Company or Plan records and personnel, at Plan's expense, to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the enable Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payeereasonably determine its obligations. E. B. The liquidator, receiver, conservator Plan or statutory successor of the Company its Successor shall give written notice to the Reinsurer of the pendency of a claim claims against the Company Insolvent Plan within a reasonable time after such claim is claims are presented to the Plan or its Successor or when such claims are filed in the delinquency proceeding and during an Insolvency proceeding. During the pendency of such claim, claims the Reinsurer may investigate such claim claims and interpose, at its own expense, in the proceeding where such claim is claims are to be adjudicated, any defense or defenses available under this Contract that which it may deem available to the Company Plan or its liquidatorSuccessor. As soon as practicable after such time as the Plan may become Insolvent, receiver, conservator the Plan or statutory successor. The expense thus it Successor shall take any and all steps necessary to obtain any court approval which may be required to permit expenses incurred by the Reinsurer shall to be chargeable, subject to the approval of the Court, chargeable against the Company insolvent Plan as part of the expense expenses of conservationliquidation or rehabilitation. If no such court approval is required, such expenses shall automatically become chargeable as expenses of liquidation or rehabilitation or liquidation entitled to the extent of a pro rata share of the benefit which such priority as may accrue to the Company solely attach as a result matter of applicable law. Nothing contained herein requires Reinsurer to take such actions, and Reinsurer's obligations remain limited to Plan's obligations under the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers are included in the same claim and a majority in interest elect to interpose defense to such claimMember Service Agreements, the expense shall be apportioned in accordance Plan's arrangements with health care providers, and the terms of this Contract as though such expense had been incurred Agreement. C. Notice of Plan's date of Insolvency or date of cessation of operations shall be communicated to Reinsurer by Plan at the Companyearliest possible point in time. D. The Plan shall notify Reinsurer immediately of the pendency of action which may lead to Insolvency or any intentions the organization may have of ceasing operation. Any time after this notification, and prior to the court having named a successor organization, Reinsurer shall have the first option of entering into an agreement to conserve the Plan. Such agreement may include purchase, sale or management of the Plan. E. Reinsurer and the Plan or its Successor shall have the right to setoff to the maximum extent permitted by applicable law.

Insolvency. A. The provisions A party to this Agreement will be deemed “insolvent” when it: a) Applies for or consents to the appointment of a receiver, rehabilitator, conservator, liquidator or statutory successor (hereinafter referred to as the Authorized Representative) of its properties or assets; or b) Is adjudicated as bankrupt or insolvent; or c) Files or consents to the filing of a petition in bankruptcy, seeks reorganization or an arrangement with creditors or takes advantage of any bankruptcy, dissolution, liquidation, rehabilitation, conservation or similar law or statute; or d) Becomes the subject of an order to rehabilitate or an order to liquidate as defined by the insurance code of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation jurisdiction of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. party’s domicile. In the event of the insolvency of the Company, the all reinsurance ceded, renewed or otherwise becoming effective under this Contract shall Agreement will be payable by the Reinsurer directly to the Company or to its Authorized Representative on the basis of the Company's liability of the Company for benefits under the Policy Reinsured Policies without diminution because of the insolvency of the Company or because Company. The Reinsurer will be liable only for benefits reinsured as benefits become due under the liquidator, receiver, conservator or statutory successor terms of the Company has failed Reinsured Policies and will not be or become liable for any amounts or reserves to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of held by the Company as direct obligations to the Reinsured Policies or for any damages or payments resulting from the termination or restructure of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Policies that are not otherwise expressly covered by this Agreement. The Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall its Authorized Representative will give written notice to the Reinsurer of the pendency of a claim all pending claims against the Company on any Reinsured Policies within a reasonable time after such filing in the insolvency proceedings. While a claim is filed in the delinquency proceeding and during the pendency of such claimpending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding proceedings where such the claim is to be adjudicated, any defense or defenses available under this Contract that which it may deem available to the Company or its liquidator, receiver, conservator or statutory successorAuthorized Representative. The expense thus incurred by the Reinsurer shall will be chargeable, subject to the approval of the Courtcourt approval, against the Company as part of the expense of conservation, rehabilitation or liquidation its insolvency proceedings to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers reinsurers are included involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense shall will be apportioned in accordance with the terms of this Contract the Agreement as though such expense had been incurred by the Company.. In the event of the insolvency of the Reinsurer, the Company may cancel this Agreement for new business by promptly providing the Reinsurer or its Authorized Representative with written notice of cancellation, to be effective as of the date on which the Reinsurer’s insolvency is established by the authority responsible for such determination. Any requirement for a notification period prior to the cancellation of the Agreement would not apply under such circumstances. 196474US-08 ml 20070727 (ODB#I02020US-08) 18 In addition, in the event of the insolvency of the Reinsurer, the Company may provide the Reinsurer or its Authorized Representative with written notice of its intent to recapture all reinsurance in force under this Agreement regardless of the duration the reinsurance has been in force or the amount retained by the Company on the Reinsured Policies. The effective date of a recapture due to insolvency will be at the election of the Company but may not be earlier than the date on which the Reinsurer’s insolvency is established by the authority responsible for such determination. If the Company elects to recapture reinsurance under this Article, unearned premiums, net of outstanding balances, will be paid by the party with the positive balance. In the event of the insolvency of either party, the rights or remedies of this Agreement will remain in full force and effect. 196474US-08 ml 20070727 (ODB#I02020US-08) 19

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the CompanyCompany all reinsurance made, the reinsurance ceded, renewed or otherwise becoming effective under this Contract Agreement shall be payable by the Reinsurer on the basis of the Company's liability under the Policy without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successorsuccessor on the basis of the liability of the Company under the contract or contracts reinsured without diminution because of the insolvency of the Company. It is understood, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance however, that in the event of the insolvency of the Company Company, the liquidator or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator receiver or statutory successor of the insolvent Company shall give written notice of the pendency of a claim against the insolvent Company on the policy reinsured within a reasonable time after such claim is filed in the insolvency proceeding, and that during the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which it may deem available to the Company or its liquidator or receiver or statutory successor. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company on the Reinsured Policies within a reasonable time after such claim is filed in the delinquency insolvency proceeding and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where when such claim is to be adjudicated, any defense or defenses available under this Contract that which it may deem available to the Company or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the insolvent Company as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where When two or more Subscribing Reinsurers reinsurers are included involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract Agreement as though such expense had been incurred by the insolvent Company. Should any party hereto be placed in rehabilitation or liquidation or should a rehabilitator, liquidator, receiver, conservator or other person or entity of similar capacity be appointed as respects such party, all amounts due any of the parties hereto whether by reason of premiums, losses or otherwise under this Agreement shall at all times be subject to the right of offset at any time and from time to time, and upon the exercise of same, only the net balance shall be due and payable in accordance with Section 7427 of the Insurance Law of the State of New York.

Insolvency. A. The provisions In the event of the Alternate Payee Article future insolvency of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, reinsurance under this Contract shall be payable by the Reinsurer on the basis of the liability of the Company under its policies reinsured without diminution because of the insolvency of the Company, subject to all terms, conditions, and limitations of this Contract, directly to the Company or, if one is appointed, to its duly appointed liquidator, receiver, or statutory successor except as otherwise provided by Chapter 631, Part I, Florida Statutes, or other applicable law governing insurer delinquency proceedings, or except when this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company or when the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under the In-Force Policies (as defined in Article XXV below) and in substitution for the obligations of the Company to such payees. B. The liquidator or receiver or statutory successor of the insolvent Company, if one is hereafter appointed, shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company on the policy or policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding, and during the pendency of such claim, the Reinsurer may investigate such claim and may interpose in the proceeding when such claim is to be adjudicated, any defense, counterclaim, third-party claim, cause of action, or right which it may deem available to the Company or its liquidator, liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, after subject to court approval, against the application and operation insolvent Company as part of the Alternate Payee Article expense of this Contract. B. Where this Article applies, it shall apply severally liquidation to each reinsured company referenced within the definition extent of "Company" in this Contracta proportionate share of the benefit which may accrue to the Company as a result of the defense undertaken by the Reinsurer. C. Where When two or more Subscribing Reinsurers reinsurers are liable with respect to involved in the same claim and a majority in interest elects elect to interpose a defense or the like to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the insolvent Company. D. In the event of the insolvency of the CompanyShould any party hereto be placed in rehabilitation or liquidation or should a rehabilitator, the reinsurance under this Contract shall be payable by the Reinsurer on the basis of the Company's liability under the Policy without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor other person or entity of similar capacity be appointed as respects such party, all amounts due any of the Company has failed to pay all parties hereto, whether by reason of premiums, losses, indemnification, or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where otherwise under this Contract or any Exhibit specifically provides for another payee of other contract(s) heretofore or hereafter entered into between the parties (whether or not any such reinsurance in the event of the insolvency of the Company contract(s) be assumed or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidatorceded), receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company within a reasonable time after such claim is filed in the delinquency proceeding and during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to all times be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval right of offset at any time and from time to time, and upon the exercise of same, only the net balance shall be due and payable, in accordance with Section 631.281 of the Court, against the Company as part of the expense of conservation, rehabilitation or liquidation Florida Insurance Code to the extent of a pro rata share of the benefit which may accrue to such statute or other applicable law, statute or regulation governing such offset shall apply. All amounts payable by the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers are included in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms under Article IX of this Contract as though such expense had shall be deemed to have been incurred by within the Companymeaning of said Section 631.281 as of the Coverage Date.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. (This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "“Company" ” in the Preamble to this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to Reinsurance Agreement. Further, this Article and the same claim and a majority laws of the domiciliary state shall apply in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of any company intended to be covered hereunder. In the Companyevent of a conflict between any provision of this Article and the laws of the domiciliary state of any company intended to be covered hereunder, the that domiciliary state’s laws shall prevail.) This reinsurance under this Contract shall be payable by the Reinsurer on the basis of the Company's liability of the Company under the Policy or Policies reinsured without diminution diminution, because of the insolvency of the Company or because the liquidatorCompany, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in . In the event of the insolvency of the Company Company, the liquidator or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator receiver or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim filed against the Company on the Policy or Policies reinsured within a reasonable time after such claim is filed in the delinquency proceeding and during insolvency proceeding. During the pendency of such claim, claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that which it may deem available to the Company or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The expense expenses thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the Company as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit benefits, which may accrue to the Company solely as a result of the defense so undertaken by the Reinsurer. Where two Should the Company go into liquidation or more Subscribing Reinsurers should a receiver be appointed, the Reinsurer shall be entitled to deduct from any sums which may be or may become due to the Company any sums which are included due to the Reinsurer by the Company and which are payable at a fixed or stated date under this Reinsurance Agreement, to the full extent permitted under the laws of the insolvent party’s state of domicile. It is further understood and agreed that, in the same claim event of the insolvency of the Company, the reinsurance under this Reinsurance Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor except a) where this Reinsurance Agreement specifically provides another payee or such reinsurance in the event of the insolvency of the Company or b) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and a majority in interest elect to interpose defense substitution for the obligations of the Company to such claimpayees. In no event shall anyone other than the parties to this Reinsurance Agreement or, in the expense shall be apportioned in accordance with the terms event of this Contract as though such expense had been incurred by the Company’s insolvency, its liquidator, receiver, or statutory successor, have any rights under this Reinsurance Agreement.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. (This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "“Company" ” in the Preamble to this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to Reinsurance Agreement. Further, this Article and the same claim and a majority laws of the domiciliary state shall apply in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of any company intended to be covered hereunder. In the Companyevent of a conflict between any provision of this Article and the laws of the domiciliary state of any company intended to be covered hereunder, the that domiciliary state’s laws shall prevail.) This reinsurance under this Contract shall be payable by the Reinsurer on the basis of the Company's liability of the Company under the Policy or Policies reinsured without diminution diminution, because of the insolvency of the Company or because the liquidatorCompany, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in . In the event of the insolvency of the Company Company, the liquidator or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator receiver or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim filed against the Company on the Policy or Policies reinsured within a reasonable time after such claim is filed in the delinquency proceeding and during insolvency proceeding. During the pendency of such claim, claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that which it may deem available to the Company or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The expense expenses thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the Company as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit benefits, which may accrue to the Company solely as a result of the defense so undertaken by the Reinsurer. Where two Should the Company go into liquidation or more Subscribing Reinsurers should a receiver be appointed, the Reinsurer shall be entitled to deduct from any sums which may be or may become due to the Company any sums which are included due to the Reinsurer by the Company and which are payable at a fixed or Surety Quota Share Treaty Effective: January 1, 2011 Page 7 of 16 stated date under this Reinsurance Agreement, to the full extent permitted under the laws of the insolvent party’s state of domicile. It is further understood and agreed that, in the same claim event of the insolvency of the Company, the reinsurance under this Reinsurance Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor except a) where this Reinsurance Agreement specifically provides another payee or such reinsurance in the event of the insolvency of the Company or b) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and a majority in interest elect to interpose defense substitution for the obligations of the Company to such claimpayees. In no event shall anyone other than the parties to this Reinsurance Agreement or, in the expense shall be apportioned in accordance with the terms event of this Contract as though such expense had been incurred by the Company’s insolvency, its liquidator, receiver, or statutory successor, have any rights under this Reinsurance Agreement.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the reinsurance under this Contract Agreement shall be payable by the Reinsurer Reinsurers immediately upon demand, with reasonable provision for verification, on the basis of the Company's liability of the Company under the Policy policy or policies reinsured without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator receiver or statutory successor, except as provided by Section 4118 (1A) of the New York Insurance Law or except where this Contract or any Exhibit the Agreement specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) Company, and where the Reinsurer Reinsurers with the consent of the Insured direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer Reinsurers to the payee payees under the Policy such policies and in substitution for the obligations of the Company to such payee. E. payees. The liquidator, receiver, conservator liquidator or receiver or statutory successor of the Company shall give written notice to the Reinsurer Reinsurers of the pendency of a claim against the Company on the policy or policies reinsured within a reasonable time after such claim is filed in the delinquency insolvency proceeding and that during the pendency of such claim, the Reinsurer claim Reinsurers may investigate such claim and interpose, at its their own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses available under this Contract that it which they may deem available to the Company or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer Reinsurers shall be chargeable, subject to the approval of the Courtcourt approval, against the Company as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the ReinsurerReinsurers. Where two or more Subscribing Reinsurers are included involved in the same claim and a majority in interest elect to interpose defense to such claim, claim the expense shall be apportioned in accordance with the terms of this Contract Agreement as though such expense had been incurred by the insolvent Company. Should the Company go into liquidation or should a receiver be appointed Reinsurers shall be entitled to deduct from any sums which may be due or may become due to the Company under this Agreement, any sums which are due to Reinsurers by the Company under this Agreement and which are payable at a fixed or stated date, as well as any other sums to Reinsurers which are permitted to be offset under applicable law. In the event of the insolvency of any company or companies becoming included in the designation of “Company”, this Article will apply only to the insolvent company or companies.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Companyreinsured companies, the this reinsurance under this Contract shall be payable by directly to the Reinsurer company or to its liquidator, receiver, conservator or statutory successor on the basis of the Company's liability under of the Policy without company with diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to It is agreed, however, that the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers are included . B. It is further understood and agreed that, in the same claim event of the insolvency of the reinsured company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the company as direct obligations of the Reinsurer to the payees under such policies and a majority in interest elect to interpose defense substitution for the obligations of the company to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Companypayees.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the this reinsurance under this Contract shall be payable by directly to the Reinsurer Company, or its liquidator, receiver, conservator or statutory successor on the basis of the Company's liability under of the Policy Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimclaims. The reinsurance will be payable directly to It is agreed, however, that the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer Retrocessionaires of the pendency of a claim against the Company indicating the policy reinsured which claim would involve a possible liability on the part of the Retrocessionaires within a reasonable time after such 5 6 claim is filed in the delinquency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer Retrocessionaires may investigate such claim and interpose, at its their own expense, in the proceeding proceedings where such claim is to be adjudicated, adjudicated any defense or defenses available under this Contract that it they may deem available to the Company or its liquidator, receiver, conservator conservator, or statutory successor. The expense thus incurred by the Reinsurer Retrocessionaires shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the ReinsurerRetrocessionaires. Where two The reinsurance shall be payable by the Retrocessionaires to the Company or more Subscribing Reinsurers are included to its liquidator, receiver, conservator or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (a) where the Agreement specifically provided another payee of such reinsurance in the same claim event of the insolvency of the Company, and a majority (b) where the Retrocessionaires with the consent of the direct reinsured or reinsureds have assumed such policy obligations of the Company as direct obligations of the Retrocessionaires to the payees under such policies and in interest elect to interpose defense substitution for the obligations of the Company to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Companypayees.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency Insolvency of the Company, the this reinsurance under this Contract shall be payable by directly to the Reinsurer 10 Company or to its liquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the Company's liability under of the Policy Company without diminution because of the insolvency Insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to It is agreed, however, that the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer Reinsurers of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurers within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer Reinsurers may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company or its liquidator, receiver, conservator conservator, or statutory successor. Accidental failure to give such notice shall not excuse the obligation unless Reinsurers are substantially prejudiced by the failure to give such notice. The expense thus incurred by the Reinsurer Reinsurers shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Reinsurers. B. Where two or more Subscribing of the Reinsurers are included involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. C. It is further understood and agreed that, in the event of the Insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurers to the Company or to its liquidator, receiver or statutory successor.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the CompanyRetrocedant, the this reinsurance under this Contract shall be payable by directly to the Reinsurer Retrocedant, or to its liquidator, receiver, conservator or statutory successor on the basis of the Company's liability under of the Policy Retrocedant without diminution because of the insolvency of the Company Retrocedant or because the liquidator, receiver, conservator or statutory successor of the Company Retrocedant has failed to pay all or a portion of any claim. The reinsurance will be payable directly to It is agreed, however, that the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company Retrocedant shall give written notice to the Reinsurer Retrocessionaire of the pendency of a claim against the Company Retrocedant indicating the policy or bond reinsured, which claim would involve a possible liability on the part of the Retrocessionaire within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer Retrocessionaire may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses available under this Contract that it may deem available to the Company Retrocedant or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer Retrocessionaire shall be chargeable, subject to the approval of the Courtcourt, against the Company Retrocedant as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company Retrocedant solely as a result of the defense undertaken by the ReinsurerRetrocessionaire. Where two As to all reinsurance made, ceded, renewed or more Subscribing Reinsurers are included otherwise becoming effective under this Agreement, the reinsurance shall be payable as set forth above by the Retrocessionaire to the Retrocedant or to its liquidator, receiver, conservator or statutory successor, except (1) where the Reinsurance Contracts specifically provide another payee in the same claim event of the insolvency of the Retrocedant, or (2) where the Retrocessionaire with the consent of the insured or reinsureds, have assumed such Reinsurance Contract obligations of the Retrocedant as direct obligations of the Retrocessionaire to the payees under such Reinsurance Contracts and a majority in interest elect to interpose defense substitution for the obligations of the Retrocedant to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Companypayees.

Insolvency. A. The provisions of the Alternate Payee Article of Reinsurer hereby agrees that, as to all reinsurance made, ceded, renewed or otherwise becoming effective hereunder, all amounts payable under this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense Agreement shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the reinsurance under this Contract shall be payable paid by the Reinsurer on the basis of the Company's liability of the Company under the Policy Policies, without diminution because of the insolvency of the Company or because the liquidatorCompany, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator receiver or other statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance . B. It is further agreed and understood that in the event of the insolvency of the Company Company, the liquidator or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator receiver or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a any claim against the insolvent Company under any of the Policies within a reasonable time after such claim is filed in the delinquency proceeding insolvency proceeding; and that during the pendency of any such claim, claim the 11 Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where any such claim is to be adjudicated, adjudicated any defense or defenses available under this Contract that which it may deem available to the Company or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The Any expense thus incurred by the Reinsurer shall be chargeable, chargeable subject to the court approval of the Court, against the insolvent Company as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two Reinsurer as the assuming insurer. C. It is further agreed and understood that as to all reinsurance made, ceded, renewed or more Subscribing Reinsurers are included otherwise becoming effective hereunder, in the same claim event of insolvency of the Company all amounts payable under this Agreement shall be paid by the Reinsurer to the named Insured under the Policies when the Reinsurer with the consent of the Named Insureds under the Policies has assumed the obligations of the Company under any of the Policies as direct obligations of the Reinsurer to the payees under any such Policy and a majority in interest elect to interpose defense substitution for the obligations of the Company to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Companypayees.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the reinsurance due under this Contract Agreement shall be payable by payable, with reasonable provision for verification, directly to the Reinsurer Company, or its liquidator, receiver, conservator or statutory successor immediately upon demand on the basis of liability of the Company's liability under the Policy Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to , It is agreed, however, that the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company which would involve a possible liability on the part of the Reinsurer, indicating the Policy reinsured within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding and or in the receivership. It is further agreed that during the pendency of such claim, claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that which it may deem available to the Company or its liquidator, liquidator or receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two . B. The reinsurance shall be payable by the Reinsurer to the Company or more Subscribing Reinsurers are included its liquidator, receiver, conservator or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (a) where the Agreement specifically provides another payee of such reinsurance in the same claim event of the insolvency of the Company, and a majority (b) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in interest elect to interpose defense substitution for the obligations of the Company to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Companypayees.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the reinsurance under this Contract provided by Reinsurer hereunder shall be payable by Reinsurer directly to the Reinsurer Company, or to its liquidator, receiver, conservator or statutory successor on the basis of the liability to the Company's liability under the Policy , without diminution because of the insolvency of the Company or because the liquidator, receiver, receiver conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to It is agreed, however, that the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company under the Quota Share Treaties , which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses available under this Contract that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two All obligations of the Reinsurer made, ceded, renewed or more Subscribing Reinsurers are included otherwise becoming effective under this Contract, shall be due as set forth in this Contract by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract specifically provides another payee in the same claim and a majority event of the insolvency of the Company, or (2) where the Reinsurer, with the consent of the direct insured or insureds, has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies, in interest elect to interpose defense substitution for the obligations of the Company to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Companypayees.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the reinsurance under this Contract Agreement shall be payable by the Reinsurer Reinsurers immediately upon demand, with reasonable provision for verification, on the basis of the Company's liability of the Company under the Policy policy or policies reinsured without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator receiver or statutory successor, except as provided by Section 4118 (1A) of the New York Insurance Law or except where this Contract or any Exhibit the Agreement specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) Company, and where the Reinsurer Reinsurers with the consent of the Insured direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer Reinsurers to the payee payees under the Policy such policies and in substitution for the obligations of the Company to such payee. E. payees. The liquidator, receiver, conservator liquidator or receiver or statutory successor of the Company shall give written notice to the Reinsurer Reinsurers of the pendency of a claim against the Company on the policy or policies reinsured within a reasonable time after such claim is filed in the delinquency insolvency proceeding and that during the pendency of such claim, the Reinsurer . Reinsurers may investigate such claim and interpose, at its their own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses available under this Contract that it which they may deem available to the Company or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the Company as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the ReinsurerReinsurers. Where two or more Subscribing Reinsurers are included involved in the same claim and a majority in interest elect to interpose defense to such claim, claim the expense shall be apportioned in accordance with the terms of this Contract Agreement as though such expense had been incurred by the insolvent Company. Should the Company go into liquidation or should a receiver be appointed Reinsurers shall be entitled to deduct from any sums which may be due or may become due to the Company under this Agreement, any sums which are due to Reinsurers by the Company under this Agreement and which are payable at a fixed or stated date, as well as any other sums due to Reinsurers which are permitted to be offset under applicable law. In the event of the insolvency of any company or companies becoming included in the designation of “Company”, this Article will apply only to the insolvent company or companies.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. (This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "“Company" ” in the Preamble to this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to Agreement. Further, this Article and the same claim and a majority laws of the domiciliary state shall apply in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of any company intended to be covered hereunder. In the Companyevent of a conflict between any provision of this Article and the laws of the domiciliary state of any company intended to be covered hereunder, the that domiciliary state’s laws shall prevail.) This reinsurance under this Contract shall be payable by the Reinsurer on the basis of the Company's liability of the Company under the Policy or Policies reinsured without diminution diminution, because of the insolvency of the Company or because the liquidatorCompany, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in . In the event of the insolvency of the Company Company, the liquidator or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator receiver or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim filed against the Company on the Policy or Policies reinsured within a reasonable time after such claim is filed in the delinquency proceeding and during insolvency proceeding. During the pendency of such claim, claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that which it may deem available to the Company or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The expense expenses thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the Company as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit benefits, which may accrue to the Company solely as a result of the defense so undertaken by the Reinsurer. Where two Should the Company go into liquidation or more Subscribing Reinsurers should a receiver be appointed, the Reinsurer shall be entitled to deduct from any sums which may be or may become due to the Company any sums which are included due to the Reinsurer by the Company and which are payable at a fixed or stated date under this Agreement, to the full extent permitted under the laws of the insolvent party’s state of domicile. It is further understood and agreed that, in the same claim event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor except a) where this Agreement specifically provides another payee or such reinsurance in the event of the insolvency of the Company or b) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy Surety Quota Share Treaty Effective: January 1, 2007 Page 7 of 15 obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and a majority in interest elect to interpose defense substitution for the obligations of the Company to such claimpayees. In no event shall anyone other than the parties to this Agreement or, in the expense shall be apportioned in accordance with the terms event of this Contract as though such expense had been incurred by the Company’s insolvency, its liquidator, receiver, or statutory successor, have any rights under this Agreement.

Insolvency. A. The provisions of Reinsurer hereby agrees that, as to all reinsurance made, ceded, retroceded, renewed or otherwise becoming effective subject to the Alternate Payee Article terms, conditions and limitations of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claimAgreement, the expense portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency payable immediately on demand of the Company, with reasonable provision for verification before payment, and the reinsurance under this Contract shall be payable by the Reinsurer on the basis of the Company's liability of the Company under the Policy Accident and Health Insurance Contract or Accident and Health Insurance Contracts reinsured and any liabilities assumed thereunder, without diminution because of the insolvency of the Company or because Company, on the liquidator, receiver, conservator or statutory successor basis of claims filed and allowed in the Company has failed to pay all or a portion of any claimliquidation proceeding. The reinsurance will Such payments shall be payable made directly to the Company or to its liquidator, receiver, conservator or statutory successor, domiciliary liquidator except (1) where this the Accident and Health Insurance Contract or any Exhibit Accident and Health Insurance Contracts reinsured specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer Reinsurer, with the consent of the Insured direct insured, has assumed such policy the Accident and Health Insurance Contract obligations of the Company as direct obligations of the Reinsurer Company to the payee payees under the Policy Accident and Health Insurance Contracts and in substitution for the obligations of the Company to such payee. E. The the payees. It is agreed that in the event of the insolvency of the Company, the liquidator, receiver, conservator receiver or other statutory successor of the Company shall give prompt written notice to the Reinsurer of the pendency or submission of a claim against under the Company within a reasonable time after such claim is filed in Accident and Health Insurance Contract or Accident and Health Insurance Contracts reinsured or the delinquency proceeding and during liabilities assumed thereunder. During the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses available under this Contract that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeableis chargeable against the Company, subject to the approval of the Courtany court approval, against the Company as a part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue accrues to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers are included in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company's insolvency, the reinsurance under afforded by this Contract shall Agreement will be payable by the Reinsurer on the basis of the Company's liability under the Policy policies reinsured without diminution because of the Company's insolvency of the Company or because the its liquidator, receiver, conservator conservator, or statutory successor of the Company has failed to pay all or a portion of any claimclaims, subject however to the right of the Reinsurer to offset against such funds due hereunder, any sums that may be payable to it by said insolvent Company in accordance with the Offset Article. The reinsurance will be payable by the Reinsurer directly to the Company or to Company, its liquidator, receiver, conservator conservator, or statutory successor, successor except (1a) where this Contract or any Exhibit Agreement specifically provides for another payee of such reinsurance in the event of the Company's insolvency of the Company or and (2b) where the Reinsurer Reinsurer, with the consent of the Insured direct insured or insureds, has assumed such policy obligations of the Company as direct obligations of the Reinsurer itself to the payee payees under the Policy and such policies in substitution for the obligations of the Company Company's obligation to such payee. E. payees. The Company's liquidator, receiver, conservator conservator, or statutory successor of the Company shall will give written notice to the Reinsurer of the pendency of a claim against the Company under the policies reinsured within a reasonable time after such claim is filed in the delinquency proceeding and during insolvency proceeding. During the pendency of such claim, the Reinsurer may investigate such said claim and interposeinterpose in the proceeding where the claim is to be adjudicated, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company or Company, its liquidator, receiver, conservator conservator, or statutory successor. The expense thus incurred by the Reinsurer shall will be chargeablechargeable against the Company, subject to the approval of the Courtcourt approval, against the Company as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata that such proportionate share of the benefit which may will accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers are included in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company.

Insolvency. A. The provisions A party to this Agreement will be deemed “insolvent” when it: a) Applies for or consents to the appointment of a receiver, rehabilitator, conservator, liquidator or statutory successor (hereinafter referred to as the Authorized Representative) of its properties or assets; or b) Is adjudicated as bankrupt or insolvent; or c) Files or consents to the filing of a petition in bankruptcy, seeks reorganization or an arrangement with creditors or takes advantage of any bankruptcy, dissolution, liquidation, rehabilitation, conservation or similar law or statute; or d) Becomes the subject of an order to rehabilitate or an order to liquidate as defined by the insurance code of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation jurisdiction of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. party’s domicile. In the event of the insolvency of the Company, the all reinsurance ceded, renewed or otherwise becoming effective under this Contract shall Agreement will be payable by the Reinsurer directly to the Company or to its Authorized Representative on the basis of the Company's liability of the Company for benefits under the Policy Reinsured Policies without diminution because of the insolvency of the Company or because Company. The Reinsurer will be liable only for benefits reinsured as benefits become due under the liquidator, receiver, conservator or statutory successor terms of the Company has failed Reinsured Policies and will not be or become liable for any amounts or reserves to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of held by the Company as direct obligations to the Reinsured Policies or for any damages or payments resulting from the termination or restructure of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Policies that are not otherwise expressly covered by this Agreement. The Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall its Authorized Representative will give written notice to the Reinsurer of the pendency of a claim all pending claims against the Company on any Reinsured Policies within a reasonable time after such filing in the insolvency proceedings. While a claim is filed in the delinquency proceeding and during the pendency of such claimpending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding proceedings where such the claim is to be adjudicated, any defense or defenses available under this Contract that which it may deem available to the Company or its liquidator, receiver, conservator or statutory successorAuthorized Representative. The expense thus incurred by the Reinsurer shall will be chargeable, subject to the approval of the Courtcourt approval, against the Company as part of the expense of conservation, rehabilitation or liquidation its insolvency proceedings to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers reinsurers are included involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense shall will be apportioned in accordance with the terms of this Contract the Agreement as though such expense had been incurred by the Company.. In the event of the insolvency of the Reinsurer, the Company may cancel this Agreement for new business by promptly providing the Reinsurer or its Authorized Representative with written notice of cancellation, to be effective as of the date on which the Reinsurer’s insolvency is established by the authority responsible for such determination. Any requirement for a notification period prior to the cancellation of the Agreement would not apply under such circumstances. ODB# 103515US-09 In addition, in the event of the insolvency of the Reinsurer, the Company may provide the Reinsurer or its Authorized Representative with written notice of its intent to recapture all reinsurance in force under this Agreement regardless of the duration the reinsurance has been in force or the amount retained by the Company on the Reinsured Policies. The effective date of a recapture due to insolvency will be at the election of the Company but may not be earlier than the date on which the Reinsurer’s insolvency is established by the authority responsible for such determination. If the Company elects to recapture reinsurance under this Article, unearned premiums, net of outstanding balances, will be paid by the party with the positive balance. In the event of the insolvency of either party, the rights or remedies of this Agreement including but not limited to the right of offset will remain in full force and effect. ODB# 103515US-09

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the CompanyCompany (including any appointment of a receiver or liquidator), the this reinsurance under this Contract shall be payable by directly to the Reinsurer Company, or to its liquidator, receiver, conservator or statutory successor on the basis of the Company's liability under of the Policy Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will Payments by the Reinsurer shall be payable made directly to the Company or to its liquidator, receiver, conservator or statutory successor, except except (1) where this Contract or any Exhibit the Reinsured Policy specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or Company, or (2) where the Reinsurer Reinsurer, with the consent of the Insured direct insured, has assumed such the policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Reinsured Policy and in substitution for the obligations of the Company to such the payee. E. . The liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Reinsurer or the Company indicating the Reinsured Policy and whether the claim could involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the delinquency proceeding and during liquidation, conservation or receivership proceeding. During the pendency of such claim, the Reinsurer may investigate such claim claim, associate in the defense, and interpose, at its own expense, interpose in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses available under this Contract that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The Subject to court approval, the expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, chargeable against the insolvent Company as part of the expense of conservationliquidation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers are included in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the CompanyCompany or the appointment of a conservator, the liquidator, receiver or statutory successor, this reinsurance under this Contract shall be payable by the Reinsurer immediately upon demand directly to the Company or its liquidator, receiver, conservator or statutory successor on the basis of the Company's liability under of the Policy Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to It is agreed however, that the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company indicating the policy or bonds reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding or in the receivership and that during the pendency of such claim, claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses available under this Contract that which it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, chargeable subject to the court approval of the Court, against the insolvent Company as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two (2) or more Subscribing Reinsurers reinsurers are included involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract Agreement as though such expense had been incurred by the Company.. The reinsurance under this Agreement shall be payable by the Reinsurer directly to the Company, or to its liquidator, receiver, conservator or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (a) where the agreement specifically provides another payee of

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Ceding Company, the reinsurance under this Contract shall be payable by the Reinsurer on the basis of the Company's liability under the Policy without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Ceding Company shall without diminution. In the event of insolvency of the Ceding Company, the liquidator, receiver, or statutory successor will immediately give written notice to the Reinsurer of all pending claims against the pendency of Ceding Company on any policies reinsured. While a claim against the Company within a reasonable time after such claim is filed in the delinquency proceeding and during the pendency of such claimpending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding proceedings where such the claim is to be adjudicated, any defense or defenses available under this Contract that which it may deem available to the Ceding Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall will be chargeable, subject to the court approval of the Court, against the Ceding Company as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers are included participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense shall will be apportioned in accordance with the terms of this Contract the reinsurance agreement as though such expense had been incurred by the Ceding Company. If the Reinsurer is judged insolvent, it will be considered in default under this Agreement. Amounts due the Reinsurer will be paid directly to the liquidator, receiver or statuatory successor without diminution because of the Reinsurer’s insolvency.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Ceding Company, the reinsurance under this Contract Agreement shall be payable by directly to the Reinsurer Ceding Company or to its liquidator, receiver, conservator or statutory successor on the basis of the Company's liability under of the Policy Ceding Company without diminution because of the insolvency of the Ceding Company or because the liquidator, receiver, conservator or statutory successor of the Ceding Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to It is agreed, however, that the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Ceding Company shall give written notice to the Reinsurer of the pendency of a claim against the Ceding Company that would involve a possible liability on the part of the Reinsurer, indicating the policy reinsured, within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding and during or in the receivership. During the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it they may deem available to the Ceding Company or its liquidator, receiver, conservator or statutory successor. The expense expenses thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Ceding Company as part of the expense expenses of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers are included in In the same claim and a majority in interest elect to interpose defense to such claimevent of the insolvency of the Reinsurer, the expense Ceding Company shall have the right, at any time during such insolvency, to recapture all business ceded to the Reinsurer. Upon recapture, the Reinsurer shall transfer to the Ceding Company an amount equal to the present value of future net cash flows due to the Reinsurer on the cessions to be recaptured (“Insolvency Recapture Amount”). In the event that the Insolvency Recapture Amount is positive, the transfer shall be apportioned made from the Ceding Company to the Reinsurer. The Insolvency Recapture Amount shall be calculated by the Ceding Company as of the effective date of recapture using assumptions for mortality, expenses, lapses, and interest which were in accordance with effect as of the terms effective date of this Contract as though such expense had been incurred Agreement. These assumptions shall exclude margins for adverse deviations. The Ceding Company shall notify the Reinsurer of the Insolvency Recapture Amount after which the Reinsurer shall have 60 days to agree to the calculation. To the extent permitted under the applicable law, the Ceding Company or the Reinsurer may offset any balance due under the Agreement against amounts owed to it by the Companyother party.

Insolvency. A. The provisions A party to this Agreement will be deemed "insolvent" when it: a) Applies for or consents to the appointment of a receiver, rehabilitator, conservator, liquidator or statutory successor (hereinafter referred to as the Authorized Representative) of its properties or assets; or b) Is adjudicated as bankrupt or insolvent; or c) Files or consents to the filing of a petition in bankruptcy, seeks reorganization or an arrangement with creditors or takes advantage of any bankruptcy, dissolution, liquidation, rehabilitation, conservation or similar law or statute; or d) Becomes the subject of an order to rehabilitate or an order to liquidate as defined by the insurance code of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation jurisdiction of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. party's domicile. In the event of the insolvency of the Company, the all reinsurance ceded, renewed or otherwise becoming effective under this Contract shall Agreement will be payable by the Reinsurer directly to the Company or to its Authorized Representative on the basis of the Company's liability of the Company for benefits under the Policy Reinsured Policies without diminution because of the insolvency of the Company or because Company. The Reinsurer will be liable only for benefits reinsured as benefits become due under the liquidator, receiver, conservator or statutory successor terms of the Company has failed Reinsured Policies and will not be or become liable for any amounts or reserves to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of held by the Company as direct obligations to the Reinsured Policies or for any damages or payments resulting from the termination or restructure of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Policies that are not otherwise expressly covered by this Agreement. The Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall its Authorized Representative will give written notice to the Reinsurer of the pendency of a claim all pending claims against the Company on any Reinsured Policies within a reasonable time after such filing in the insolvency proceedings. While a claim is filed in the delinquency proceeding and during the pendency of such claimpending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding proceedings where such the claim is to be adjudicated, any defense or defenses available under this Contract that which it may deem available to the Company or its liquidator, receiver, conservator or statutory successorAuthorized Representative. The expense thus incurred by the Reinsurer shall will be chargeable, subject to the approval of the Courtcourt approval, against the Company as part of the expense of conservation, rehabilitation or liquidation its insolvency proceedings to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers reinsurers are included involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense shall will be apportioned in accordance with the terms of this Contract the Agreement as though such expense had been incurred by the Company.. In the event of the insolvency of the Reinsurer, the Company may cancel this Agreement for new business by promptly providing the Reinsurer or its Authorized Representative with written notice of cancellation, to be effective as of the date on which the Reinsurer's insolvency is established by the authority responsible for such determination. Any requirement for a notification period prior to the cancellation of the Agreement would not apply under such circumstances. I453238US-13 (04-01-2013)

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the CompanyReinsurer, the this reinsurance under this Contract shall be payable by directly to the Reinsurer or to its liquidator, receiver, conservator or statutory successor on the basis of the Company's liability under of the Policy Reinsurer without diminution because of the insolvency of the Company Reinsurer or because the liquidator, receiver, conservator or statutory successor of the Company Reinsurer has failed to pay all or a portion of any claim. The reinsurance will be payable directly to It is agreed, however, that the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company Reinsurer shall give written notice to the Reinsurer Retrocessionaire of the pendency of a claim against the Company Reinsurer indicating the reinsurance contract reinsured which claim would involve a possible liability on the part of the Retrocessionaire within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer Retrocessionaire may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company Reinsurer or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer Retrocessionaire shall be chargeable, subject to the approval of the Court, against the Company Reinsurer as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company Reinsurer solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers are included Retrocessionaire. B. It is further understood and agreed that, in the same claim event of the insolvency of the Reinsurer, the reinsurance under this Agreement shall be payable directly by the Retrocessionaire to the Reinsurer or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Reinsurer or (2) where the Retrocessionaire with the consent of the original reinsured or reinsureds has assumed such contract obligations of the Reinsurer as direct obligations of the Retrocessionaire to the payees under such contracts and a majority in interest elect to interpose defense substitution for the obligations of the Reinsurer to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Companypayees.

Insolvency. A. (a) This Agreement will be applicable both before and after the commencement of any action or proceeding under Debtor Relief Laws by or against the Borrower or any Guarantor. The provisions relative rights, as provided for in this Agreement, will continue after the commencement of any action or proceeding under such Debtor Relief Laws on the same basis as prior to the date of the Alternate Payee Article commencement of any such case, as provided in this Contract are intended to take precedence over this Article. This Article shall apply Agreement. (b) Each party hereto, including the Borrower and the Guarantors, all hereby acknowledge and agree that in any action or proceeding under Debtor Relief Laws, all of the Pari Passu Lien Secured Parties will be classified in the same class in any plan of reorganization or liquidation, and will receive the same treatment on account of their claims in any such plan of reorganization or liquidation, and that to the extent that any Person in any such action or proceeding under Debtor Relief Laws objects to such classification, the Reinsurer has Borrower, Guarantors and all of the Pari Passu Lien Secured Parties shall take all commercially reasonable actions to defend against such objections. In order to further effectuate this provision, the Borrower and each of the Guarantors hereby agrees that it will seek to assume this Agreement on the first day of any liability action or proceeding under Debtor Relief Laws, and will use all commercially reasonable efforts to effectuate such assumption. If, for any reason, the intent of this provision is frustrated in any action or proceeding under Debtor Relief Laws and cannot be implemented, each of the Pari Passu Lien Secured Parties agrees to turnover any distributions to the Company, Collateral Trustee which it receives in any plan of reorganization of liquidation so that the Pari Passu Lien Secured Parties would receive the same treatment in any such plan of reorganization or its liquidator, receiver or statutory successor, after the application and operation liquidation as if all of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense Pari Passu Lien Secured Parties had been incurred by the Company. D. In the event of the insolvency of the Company, the reinsurance under this Contract shall be payable by the Reinsurer on the basis of the Company's liability under the Policy without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company within a reasonable time after such claim is filed in the delinquency proceeding and during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers are included classified in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Companyclass.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the reinsurance under provided by this Contract Agreement shall be payable by the Reinsurer on the basis of the Company's liability under of the Policy Company as respects Policies covered hereunder, without diminution because of the insolvency of such insolvency, directly to the Company or because the its liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance as provided in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payeeMassachusetts Insurance Law. E. B. The liquidator, receiver, conservator or statutory successor of the Company Reinsurer shall give be given written notice to the Reinsurer of the pendency of a each claim against or loss which may involve the Company reinsurance provided by this Agreement within a reasonable time after such claim or loss is filed in the delinquency proceeding and during insolvency proceedings. The Reinsurer shall have the pendency of such claim, the Reinsurer may right to investigate each such claim or loss and interpose, at its own expense, in the proceeding proceedings where such the claim or loss is to be adjudicated, any defense or defenses available under this Contract that which it may deem available to the Company or Company, its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the insolvent Company as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two . C. In addition to the offset provisions set forth in Article XII — Offset, any debts or more Subscribing Reinsurers credits, liquidated or unliquidated, in favor of or against either party on the date of the receivership or liquidation order (except where the obligation was purchased by or transferred to be used as an offset) are included in the same claim deemed mutual debts or credits and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance set off with the terms balance only to be allowed or paid. Although such claim on the part of this Contract either party against the other may be unliquidated or undetermined in amount on the date of the entry of the receivership or liquidation order, such claim will be regarded as though being in existence as of such expense had been incurred date and any claims then in existence and held by the Companyother party may be offset against it. D. Nothing contained in this Article is intended to change the relationship or status of the parties to this Agreement or to enlarge upon the rights or obligations of either party hereunder except as provided herein.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article1. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Ceding Company, the reinsurance under this Contract shall be payable by the Reinsurer on the basis of reported claims allowed in liquidation proceedings against the Ceding Company, subject to the Reinsurer's liability under the Policy right of offset provided in Article III, Section 2, and subject to court approval, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimCeding Company. The reinsurance will Payments shall be payable made directly to the Ceding Company or to its domiciliary liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance as provided in I.C. 27-9-3-30. 2. In the event of the insolvency of the Company or (2) where Ceding Company, the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The domiciliary liquidator, receiver, conservator receiver or statutory successor of the Ceding Company shall give the Reinsurer written notice to the Reinsurer of the pendency of a claim on a Contract made against the Company Reinsurer within a reasonable time after such claim is filed in the delinquency proceeding and during liquidation proceeding. During the pendency of such the claim, the Reinsurer may investigate such the claim and interpose, at its own expense, interpose in the proceeding where such claim is to be adjudicatedadjudicated at its own expense, any defense or defenses available under this Contract that it may deem the Reinsurer considers available to the Ceding Company or its liquidator, receiver, conservator receiver or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where If two or more Subscribing Reinsurers assuming insurers are included involved in the same claim and a majority in interest elect to interpose a defense to such the claim, the expense claim shall be apportioned in accordance with under the terms of this Contract the reinsurance agreement as though such the expense had been incurred by the Ceding Company. 3. A proportionate share of the expense thus incurred by the Reinsurer shall be charged, subject to court approval, against the Ceding Company as part of the expense of liquidation, commensurate with the benefit which may accrue to the Ceding Company as a result of the defense undertaken by the Reinsurer. 4. The Reinsurer's liability will not increase as a result of the insolvency of the Ceding Company. 5. In the event of the insolvency of the Reinsurer, the liability of the Reinsurer shall not terminate but shall continue with respect to the reinsurance ceded to the Reinsurer by the Ceding Company prior to the date of such insolvency, and the Ceding Company shall continue to have a security interest in any and all sums held by or under deposit in the name of the Reinsurer.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency Insolvency of the Company, the this reinsurance under this Contract shall be payable by directly to the Reinsurer Company or to its liquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the Company's liability under of the Policy Company without diminution because of the insolvency Insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to It is agreed, however, that the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company or its liquidator, receiver, conservator conservator, or statutory successor. Accidental failure to give such notice shall not excuse the obligation unless the Reinsurer is substantially prejudiced by the failure to give such notice. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. . B. Where two or more Subscribing Reinsurers reinsurers are included involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the this reinsurance under this Contract shall be payable by directly to the Reinsurer Company or to its liquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the Company's liability under of the Policy Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to It is agreed, however, that the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. any B. Where two or more Subscribing Reinsurers reinsurers are included involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (a) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company or (b) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company to such payees.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency of the Company, the reinsurance under this Contract shall Agreement will be payable by the Reinsurer directly to the Company or to its liquidator, receiver, or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the Company's liability of the Company under the Policy contract or contracts reinsured without diminution because of the insolvency of the Company or because the such liquidator, receiver, conservator receiver or statutory successor of the Company has failed to pay all or a portion part of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (as provided by Section 4118(a) or 1114(c) of the New York Insurance Law, or except: 1) where this Contract or any Exhibit the Agreement specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (and 2) where the Reinsurer with the consent of the Insured direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee payees under the Policy such policies and in substitution for the obligations of the Company to such payeepayees. Then, and in that event only, the Company, with the prior approval of the Superintendent of Insurance of the State of New York of the certificate of assumption on New York risks, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such policy. E. The liquidatorB. It is agreed, receiverhowever, conservator that the liquidator or receive or statutory successor of the insolvent Company shall will give written notice to the Reinsurer of the pendency of a claim against the insolvent Company on the contract or contracts reinsured within a reasonable time after such claim is filed in the delinquency insolvency proceeding and that during the pendency of such claim, claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses available under this Contract that which it may deem available to the Company or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer shall will be chargeable, subject to the approval of the Courtcourt approval, against the insolvent Company as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers are included in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company.

Insolvency. A. The provisions of the Alternate Payee Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company. D. In the event of the insolvency Insolvency of the Company, the this reinsurance under this Contract shall be payable by directly to the Reinsurer Company or to its liquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the Company's liability under of the Policy Company without diminution because of the insolvency Insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to It is agreed, however, that the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer Reinsurers of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurers within a reasonable time after such claim is filed in the delinquency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer Reinsurers may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company or its liquidator, receiver, conservator conservator, or statutory successor. Accidental failure to give such notice shall not excuse the obligation unless Reinsurers are substantially prejudiced by the failure to give such notice. The expense thus incurred by the Reinsurer Reinsurers shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation, rehabilitation conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Reinsurers. B. Where two or more Subscribing of the Reinsurers are included involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company.

Insolvency. A. Subject to the ASSUMPTION OF LIABILITY and ALTERNATE PAYEE Articles below, in the event of the Company's insolvency, the reinsurance afforded by this Contract will be payable by the Reinsurer on the basis of the Company's liability under the Policy without diminution because of the Company's insolvency or because its liquidator, receiver, conservator, or statutory successor has failed to pay all or a portion of any claims, subject however to the right of the Reinsurer to offset against such funds due hereunder, any sums that may be payable to them by said insolvent Company in accordance with applicable law. The reinsurance will be payable by the Reinsurer directly to the Company, or to its liquidator, receiver, conservator, or statutory successor except (1) where this Contract specifically provides for another payee of such reinsurance in the event of the Company's insolvency or (2) where the Reinsurer, with the consent of the Original Insured, has assumed such Policy obligations of the Company as direct obligations of itself to the payee under such Policy in substitution for the Company's obligation to such payee. B. The Company's liquidator, receiver, conservator, or statutory successor will give written notice of the pendency of a claim against the Company under the Policy within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of such claim, the Reinsurer may investigate said claim and interpose in the proceeding where the claim is to be adjudicated, at its own expense, any defense that it may deem available to the Company, or to its liquidator, receiver, conservator, or statutory successor. The expense thus incurred by the Reinsurer will be chargeable against the Company, subject to court approval, as part of the expense of conservation or liquidation to the extent that such proportionate share of the benefit will accrue to the Company solely as a result of the defense undertaken by the Reinsurer. C. The provisions of the Alternate Payee ALTERNATE PAYEE Article of this Contract are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or to its liquidator, receiver receiver, or statutory successor, after the application and operation of the Alternate Payee Article of this Contract. B. Where this Article applies, it shall apply severally to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two or more Subscribing Reinsurers are liable with respect to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the CompanyALTERNATE PAYEE Article. D. In This Article and the laws of will apply in the event of the insolvency of the Company, the reinsurance under this Contract shall be payable by the Reinsurer on the basis of the Company's liability under the Policy without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in In the event of a conflict between any provision of this Article and the insolvency laws of the Company or (2) where the Reinsurer with the consent laws of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payeewill prevail. E. The liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company within a reasonable time after such claim is filed in the delinquency proceeding and during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more Subscribing Reinsurers are included in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company.

Insolvency. A. The provisions For the purpose of this Agreement, PRUCO or TOLIC shall be deemed “insolvent” if it does one or more of the Alternate Payee Article following: a. A court-appointed receiver, trustee, custodian, conservator, liquidator, government official or similar officer takes possession of this Contract are intended to take precedence over this Article. This Article shall apply the property or assets of either PRUCO or TOLIC; or b. Either PRUCO or TOLIC is placed in receivership, rehabilitation, liquidation, conservation, bankruptcy or similar status pursuant to the extent the Reinsurer has laws of any liability to the Company, state or its liquidator, receiver or statutory successor, after the application and operation of the Alternate Payee Article of this Contract.United States; or B. Where this Article applies, it shall apply severally c. Either PRUCO or TOLIC becomes subject to each reinsured company referenced within the definition of "Company" in this Contract. C. Where two an order to rehabilitate or more Subscribing Reinsurers are liable with respect an order to the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract liquidate as though such expense had been incurred defined by the Company. D. insurance code of the jurisdiction of the domicile of PRUCO or TOLIC, as the case may be. In the event of the insolvency of the Companythat PRUCO is deemed insolvent, the all reinsurance under this Contract claims payable hereunder shall be payable by the Reinsurer TOLIC on the basis of the Company's PRUCO’s liability under the Policy policies reinsured without diminution because of the insolvency of PRUCO. Such claims shall be payable by TOLIC directly to PRUCO, its liquidator or statutory successor. It is understood, however, that in the Company event of such insolvency, the liquidator or because the liquidator, receiver, conservator receiver or statutory successor of the Company has failed to pay all or a portion of any claim. The reinsurance will be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where this Contract or any Exhibit specifically provides for another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the Insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payee under the Policy and in substitution for the obligations of the Company to such payee. E. The liquidator, receiver, conservator or statutory successor of the Company PRUCO shall give written notice to the Reinsurer TOLIC of the pendency of a claim against the Company TOLIC on a risk reinsured hereunder within a reasonable time after such claim is filed in the delinquency proceeding insolvency proceeding. Such notice shall indicate the policy reinsured and during whether the claim could involve a possible liability on the part of TOLIC. Failure to give such notice shall not excuse the obligation of TOLIC unless it is substantially prejudiced thereby. During the pendency of such claim, the Reinsurer TOLIC may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses available under this Contract that it may deem available to the Company or PRUCO, its liquidator, receiver, conservator receiver or statutory successor. The It is further understood that the expense thus incurred by the Reinsurer TOLIC shall be chargeable, subject to the approval of the Courtcourt approval, against the Company PRUCO as part of the expense of conservation, rehabilitation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company PRUCO solely as a result of the defense undertaken by TXXXX . In the Reinsurerevent TOLIC is deemed insolvent, TOLIC will be bound by any legal directions imposed by its liquidator, conservator, or statutory successor. Where two However, and if not in conflict with such legal directions, PRUCO shall have the right to cancel this Agreement with respect to occurrences taking place on or more Subscribing Reinsurers are included in after the same claim and a majority in interest elect date TOLIC first evidences insolvency. Such right to interpose defense to such claim, the expense cancel shall be apportioned exercised by providing TOLIC (or its liquidator, conservator, receiver or statutory successor) with a written notice of PRUCO’s intent to recapture ceded business. If PRUCO exercises such right to cancel and recapture ceded business, such election shall be in accordance with lieu of any premature recapture fee. Upon such election, PRUCO shall be under no obligation to TOLIC , its liquidator, receiver or statutory successor; however, TOLIC , its liquidator, receiver or statutory successor shall be liable for all claims incurred prior to the terms date of this Contract as though such expense had been incurred by the Companyrecapture.