Common use of Insolvency Clause in Contracts

Insolvency. 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 jurisdiction of the party's domicile. In the event of the insolvency of the Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will be payable by the Reinsurer directly to the Company or to its Authorized Representative, on the basis of the liability of the Company under the Reinsured Policies without diminution because of the insolvency of the Company. The Reinsurer will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will give written notice to the Reinsurer of all pending claims against the Company on any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedings. While a claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceedings where the claim is to be adjudicated, any defense or defenses which it may deem available to the Company or the Authorized Representative. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Company as part of the expense of conservation or liquidation 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. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms of 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 party Insolvency, for purposes of this Article, is defined to this Agreement will be deemed "insolvent" when it: 11.1.1 Applies be: (a) the filing of a voluntary or involuntary petition for liquidation by or consents to on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, rehabilitator, conservator, liquidator or statutory successor (hereinafter referred to as conserve or administer the Authorized Representative) of its Ceding Company 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 jurisdiction of the party's domicile. In the event of the insolvency Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of the Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer directly to the Company or to its Authorized Representative, on the basis of the liability of the Ceding Company under the Reinsured Policies Annuities without diminution because of the insolvency of the Ceding Company. The Reinsurer will be liable only for conservator, liquidator, receiver or statutory successor of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement. The Authorized Representative will give the Reinsurer written notice to of the Reinsurer pendency of all pending claims a claim against the Ceding Company on any policies reinsured Annuity within a reasonable time after such claims are claim is filed in the insolvency proceedingsproceeding. While a claim is pendingDuring 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 proceedings proceeding where the such claim is to be adjudicated, any defense or defenses which it the Reinsurer may deem available to the Ceding Company or the Authorized Representative. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Company as part of the expense of conservation or liquidation 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. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms of 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 additionliquidator, 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 receiver or statutory successor.

Insolvency. A party to A. The portion of any risk or obligation reinsured by the Reinsurer under this Agreement will Agreement, when such portion is ascertained, shall be deemed "insolvent" when it: 11.1.1 Applies for or consents to payable on demand of the appointment of a receiver, rehabilitator, conservator, liquidator or statutory successor (hereinafter referred to Ceding Company at the same time as the Authorized Representative) Ceding Company shall pay its net retained portion of its properties such risk or assets; or 11.1.2 Is adjudicated as bankrupt or insolvent; or 11.1.3 Files or consents to obligation, and 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 reinsurance shall be payable by the insurance code Reinsurer on the basis of the jurisdiction liability of the party's domicileCeding Company under the Policies without diminution because of the insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company and the appointment of a conservator, liquidator or statutory successor of the Ceding Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will such portion shall be payable by the Reinsurer directly to the Company such conservator, liquidator or to its Authorized Representativestatutory successor immediately upon demand, on the basis of claims allowed against the liability Ceding Company by any court of competent jurisdiction or, by any conservator, liquidator or statutory successor of the Ceding Company under the Reinsured Policies having authority to allow such claims, without diminution because of such insolvency or because such conservator, liquidator or statutory successor has failed to pay all or a portion of any claims. Payments by the Reinsurer as above set forth shall be made directly to the Ceding Company or its conservator, liquidator or statutory successor. B. Further, in the event of the insolvency of the Ceding Company. The Reinsurer will be liable only for , the amounts reinsured and will not be liquidator, receiver or become liable for any amounts or reserves to be held by statutory successor of the insolvent Ceding Company on policies reinsured under this Agreement. The Authorized Representative will shall give written notice to the Reinsurer of all pending claims against the pendency of any obligation of the insolvent Ceding Company on any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedings. While a claim is pendingNet Ceded Liability, whereupon the Reinsurer may investigate such claim and interpose, interpose at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, any defense or defenses which it may deem available to the Ceding Company or the Authorized Representativeits liquidator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approval, against the insolvent Ceding Company as part of the expense expenses of conservation or liquidation to the extent of a 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 reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms of 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. . C. In the event of the insolvency Reinsurer’s insolvency, any payments due the Reinsurer from the Ceding Company pursuant to the terms of the Reinsurer, the Company may cancel this Agreement for new business by promptly providing will be made directly to the Reinsurer, Reinsurer or 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 additionliquidator, 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 receiver or statutory successor.

Insolvency. 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 Representativea) 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 jurisdiction of the party's domicile. In the event of the insolvency of the CompanyRetrocedant, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will shall be payable by the Reinsurer directly to the Company Retrocedant, or to its Authorized Representativeliquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the Reinsured Policies Retrocedant without diminution because of the insolvency of Retrocedant or because the Company. The Reinsurer will be liable only for liquidator, receiver, conservator or statutory successor of Retrocedant has failed to pay all or a portion of any claim. (b) It is agreed, however, that the amounts reinsured and will not be liquidator, receiver, conservator or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will statutory successor of Retrocedant shall give written notice to Retrocessionaire of the Reinsurer pendency of all pending claims a claim against Retrocedant indicating the Company Reinsurance Contract, which claim would involve a possible liability on any policies reinsured the part of Retrocessionaire within a reasonable time after such claims are claim is filed in the insolvency proceedings. While a claim is pendingconservation or liquidation proceeding or in the receivership, and that during the Reinsurer pendency of such claim, Retrocessionaire may investigate such claim and interpose, at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, adjudicated any defense or defenses which that it may deem available to the Company Retrocedant or the Authorized Representativeits liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will Retrocessionaire shall be chargeable, subject to court approvalthe approval of the court, against the Company Retrocedant as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company Retrocedant solely as a result of the defense undertaken by the Reinsurer. Where two Retrocessionaire. (c) As to all reinsurance made, ceded, renewed or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claimotherwise becoming effective under this Agreement, the expense will reinsurance shall be apportioned payable as set forth above by Retrocessionaire to Retrocedant or to its liquidator, receiver, conservator or statutory successor, except (1) where the Reinsurance Contracts specifically provide another payee in accordance with the terms of 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 Retrocedant, and (2) where Retrocessionaire, with 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 consent of the cancellation effective reinsured or reinsureds under the date on which the Reinsurer's insolvency is established by the authority responsible for Reinsurance Contracts, has assumed such determination. Any requirement for a notification period prior Reinsurance Contract obligations of Retrocedant as direct obligations of Retrocessionaire to the cancellation of the Agreement would not apply payees under such circumstances. In addition, Reinsurance Contracts and in substitution for the Company may provide the Reinsurer, its receiver, rehabilitator, conservator, liquidator or statutory successor with written notice obligations of its intent Retrocedant 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 successorpayees.

Insolvency. 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 Representativea) 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 jurisdiction of the party's domicile. In the event of the insolvency of the CompanyRetrocedant, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will shall be payable by the Reinsurer directly to the Company Retrocedant, or to its Authorized Representativeliquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the Reinsured Policies Retrocedant without diminution because of the insolvency of Retrocedant or because the Company. The Reinsurer will be liable only for liquidator, receiver, conservator or statutory successor of Retrocedant has failed to pay all or a portion of any claim. (b) It is agreed, however, that the amounts reinsured and will not be liquidator, receiver, conservator or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will statutory successor of Retrocedant shall give written notice to the Reinsurer Retrocessionaire of all pending claims the pendency of a claim against Retrocedant indicating the Company Reinsurance Contract, which claim would involve a possible liability on any policies reinsured the part of Retrocessionaire within a reasonable time after such claims are claim is filed in the insolvency proceedings. While a claim is pendingconservation or liquidation proceeding or in the receivership, and that during the Reinsurer pendency of such claim, Retrocessionaire may investigate such claim and interpose, at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, adjudicated any defense or defenses which that it may deem available to the Company Retrocedant or the Authorized Representativeits liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will Retrocessionaire shall be chargeable, subject to court approvalthe approval of the court, against the Company Retrocedant as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company Retrocedant solely as a result of the defense undertaken by the Reinsurer. Where two Retrocessionaire. (c) As to all reinsurance made, ceded, renewed or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claimotherwise becoming effective under this Agreement, the expense will reinsurance shall be apportioned payable as set forth above by Retrocessionaire to Retrocedant or to its liquidator, receiver, conservator or statutory successor, except (1) where the Reinsurance Contracts specifically provide another payee in accordance with the terms of 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 Retrocedant, and (2) where Retrocessionaire, with 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 consent of the cancellation effective reinsured or reinsureds under the date on which the Reinsurer's insolvency is established by the authority responsible for Reinsurance Contracts, has assumed such determination. Any requirement for a notification period prior Reinsurance Contract obligations of Retrocedant as direct obligations of Retrocessionaire to the cancellation payees under such Reinsurance Contracts and in substitution for the obligations of the Agreement would not apply under Retrocedant to 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 successorpayees.

Insolvency. A party Insolvency, for purposes of this Article, is defined to this Agreement will be deemed "insolvent" when it: 11.1.1 Applies be: (a) the filing of a voluntary or involuntary petition for liquidation by or consents to on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, rehabilitator, conservator, liquidator or statutory successor (hereinafter referred to as conserve or administer the Authorized Representative) of its Ceding Company 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 jurisdiction of the party's domicile. In the event of the insolvency Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of the Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer directly to the Company or to its Authorized Representative, on the basis of the liability of the Ceding Company under the Reinsured Policies Annuities without diminution because of the insolvency of the Ceding Company. The Reinsurer will be liable only for conservator, liquidator, receiver or statutory successor of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement. The Authorized Representative will give the Reinsurer written notice to of the Reinsurer pendency of all pending claims a claim against the Ceding Company on any policies annuity reinsured within a reasonable time after such claims are claim is filed in the insolvency proceedingsproceeding. While a claim is pendingDuring 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 proceedings proceeding where the such claim is to be adjudicated, any defense or defenses which it the Reinsurer may deem available to the Ceding Company or the Authorized Representativeits conservator, liquidator, receiver or statutory successor. The expense thus incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as a part of the expense of conservation or liquidation to the extent of a proportionate 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 reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms of 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 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 jurisdiction of the party's domicile. 15.01 In the event of the Ceding Company's insolvency and the appointment of a conservator, liquidator, or statutory successor, the Company, all reinsurance made, ceded, renewed portion of any risk or otherwise becoming effective under this Agreement will be payable obligation assumed by the Reinsurer shall be payable to the conservator, liquidator, or statutory successor on the basis of claims allowed against the Ceding 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. Payments by the Reinsurer as set forth in this Section shall be made directly to the Ceding Company or to its Authorized Representativeconservator, on liquidator, or statutory successor, except where the basis contract of insurance or reinsurance specifically provides another payee of such reinsurance in the event of the liability Ceding Company's insolvency. 15.02 In the event of the Company under Ceding Company's insolvency, the Reinsured Policies without diminution because of the insolvency of the Company. The Reinsurer will be liable only for the amounts reinsured and will not be conservator, liquidator, or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will statutory successor shall give written notice to of the Reinsurer pendency of all pending claims a claim against the Ceding Company on any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedings. While a claim is pending, the filed. The Reinsurer may investigate such claim and interpose, at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, any defense or defenses which it may deem available to the Ceding Company or the Authorized Representative. its conservator, liquidator, or statutory successor. 15.03 The expense expenses incurred by the Reinsurer will shall be chargeable, subject to court approval, against the Ceding Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Ceding Company in conservation or liquidation, solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense or defenses to such this claim, the expense will shall be apportioned in accordance with the terms of the Agreement shared as though such expense had been incurred by the Ceding 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 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 jurisdiction of the party's domicile. In the event of the insolvency of the Company, all This reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will shall be payable by the Reinsurer directly to the Company or to its Authorized Representative, CNA on the basis of the liability of the Company IGF under the Reinsured Policy or Policies reinsured without diminution diminution, because of the insolvency of IGF, to IGF or its liquidator, receiver, or statutory successor. In the Company. The Reinsurer will be liable only for event of insolvency of IGF, the amounts reinsured and will not be liquidator or become liable for any amounts receiver or reserves to be held by statutory successor of the Company on policies reinsured under this Agreement. The Authorized Representative will IGF shall give written notice to CNA of the Reinsurer pendency of all pending claims a claim filed against IGF on the Company on any policies Policy or Policies reinsured within a reasonable time after such claims are claim is filed in the insolvency proceedingsproceeding. While a During the pendency of such claim is pending, the Reinsurer CNA may investigate such claim and interpose, at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, any defense or defenses which it may deem available to the Company IGF or the Authorized Representativeits liquidator or receiver or statutory successor. The expense expenses thus incurred by the Reinsurer will CNA shall be chargeable, subject to court approval, against the Company IGF as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit benefits which may accrue to the Company IGF solely as a result of the defense so undertaken by the ReinsurerCNA. Where two Should IGF go into liquidation or more reinsurers should a receiver be appointed, CNA shall be entitled to deduct from any sums which may be or may become due to IGF under this reinsurance Agreement, any sums which are involved in the same claim due to CNA by IGF under this Agreement and which are payable at a majority in interest elect fixed or stated date, as well as any other sums due to interpose a defense CNA which are permitted to such claim, the expense will be apportioned in accordance with the terms of the Agreement as though such expense had been incurred by the Company. In the event of insolvency, the Right of Offset afforded offset under Article 6-1 will remain in full force and effect to the extent permitted by applicable law. In It is further understood and agreed that, in the event of the insolvency of the ReinsurerIGF, 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 shall be payable directly by CNA to IGF 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 Reinsurerits liquidator, its rehabilitator, conservator, liquidator receiver or statutory successor, except a) where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of IGF and b) where CNA with the consent of the direct insured or insureds has assumed such policy obligations of IGF as direct obligations of CNA to the payees under such policies and in substitution for the obligations of IGF to such payees. In no event shall anyone other than the parties to this Agreement or, in the event of IGF's insolvency, its liquidator, receiver, or statutory successor, have any rights under this Agreement.

Insolvency. 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 jurisdiction of the party's domicile. a. In the event of the declared insolvency of the CompanyReinsured, all reinsurance madeand the appointment of a domiciliary liquidator, cededreceiver, renewed conservator or otherwise becoming effective statutory successor for the Reinsured, the Reinsurer’s obligation to make payments under this Agreement will shall continue. Payments shall be payable made in the manner, amount, and timing prescribed by the Reinsurer this Agreement, with reasonable provision for verification, directly to the Company Reinsured or to its Authorized Representativedomiciliary liquidator, receiver, conservator or statutory successor, on the basis of the liability of the Company under the Reinsured Policies without diminution because of the insolvency of the CompanyReinsured or because the liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion of any claim. b. For purposes of paragraph a. above, the Reinsurer and the Reinsured shall consider any balance due and unpaid, whether on account of premiums, allowances, losses or claims expenses, to be mutual debts or credits under this Agreement and will offset, if permitted under the applicable law. The Reinsurer Only the balance will be liable only for considered in determining the amounts reinsured and will not be liability of the Reinsurer. c. Every liquidator, receiver, conservator or become liable for any amounts statutory successor of the Reinsured or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will guaranty fund or association shall give written notice to the Reinsurer of all pending claims against the Company pendency of a claim involving the Reinsured indicating which of the policies would involve possible liability on any policies reinsured 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 claims are the claim is filed in the insolvency proceedings. While a claim is pendingconservation, liquidation, receivership or other proceeding. d. During the pendency of any claim, the Reinsurer may investigate such claim the same and interpose, at its own expense, in the proceedings proceeding where the that claim is to be adjudicated, any defense or defenses which that it may deem available to the Company Reinsured, to its policyholder, or to any liquidator, receiver or statutory successor of the Authorized RepresentativeReinsured or guaranty fund or association. The expense expenses thus incurred by the Reinsurer will be chargeable, subject to court approvalapproval of the applicable court, against the Company Reinsured as part of the expense of conservation or liquidation to the extent of a proportionate 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 or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will . e. This reinsurance shall be apportioned in accordance with the terms of the Agreement as though such expense had been incurred payable directly by the Company. In the event of insolvency, the Right of Offset afforded under Article 6-1 will remain in full force and effect Reinsurer to the extent permitted by applicable law. In the event of the insolvency of the ReinsurerReinsured or to its domiciliary liquidator, 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 conservator or statutory successor, except as expressly required otherwise by applicable insurance law.

Insolvency. A party to this Agreement 1. If Cedent becomes insolvent, all of the reinsurance due Cedent will be deemed "insolvent" when it: 11.1.1 Applies for paid in full directly to Cedent or consents to the appointment of a receiver, rehabilitator, conservator, Cedent's liquidator (receiver or statutory successor (hereinafter referred to as the Authorized Representativesuccessor) 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 jurisdiction of the party's domicile. In the event of the insolvency of the Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will be payable by the Reinsurer directly to the Company or to its Authorized Representative, on the basis of the Cedent's liability of the Company under the Reinsured Policies policy or policies reinsured, without diminution because of Cedent's insolvency. 2. If Cedent becomes insolvent, the insolvency liquidator, receiver or statutory successor will give Reinsurer written notice of the Company. The Reinsurer will be liable only a pending claim against Cedent for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies insurance reinsured under this Agreement. The Authorized Representative will give written notice to the Reinsurer of all pending claims against the Company on any policies reinsured Agreement within a reasonable time after such claims are the claim is filed in the insolvency proceedingsproceeding. While a claim is pending, During the Reinsurer may investigate such claim and interpose, at its own expense, in the insolvency proceedings where the claim is to be adjudicatedsettled, Reinsurer may investigate this pending claim and interpose in Cedent's or Cedent's liquidator's, receiver's or statutory successor's name, but at Reinsurer's own expense, any defense or defenses which it Reinsurer may deem believe available to the Company Cedent or the Authorized RepresentativeCedent's liquidator, receiver or statutory successor. 3. The expense expenses incurred by the Reinsurer will be chargeable, subject to court approval, against the Company Cedent as part of the expense of conservation or liquidation liquidation, to the extent of a the proportionate share of the benefit which that may accrue to the Company Cedent solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are involved in the same claim and a majority in interest elect elects to interpose a defense or defenses to such this claim, the expense will be apportioned in accordance with the terms of the this Agreement as though such expense had been incurred by the CompanyCedent. 4. In the event of Reinsurer's 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 as determined by the authority department of insurance responsible for such determination. Any requirement for a notification period , all reinsurance ceded under this Agreement may be recaptured immediately by Cedent without penalty effective as of the day prior to the cancellation earlier of Reinsurer's becoming insolvent or the Agreement would not apply under date of such circumstancesdetermination by the said department of insurance. 5. In additionWhere two or more reinsurers are members of a pool of reinsurers established hereby, the Company may provide the Reinsurer, its receiver, rehabilitator, conservator, liquidator or statutory successor with written notice insolvency of its intent one reinsurer shall not be deemed to recapture all reinsurance in force under abrogate this Agreement regardless of with respect to 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 successorother reinsurers.

Insolvency. A. In the event of the insolvency of the Cedent, any amounts payable hereunder shall be paid by the Reinsurer directly to the Cedent or to its domiciliary liquidator on the basis of the liability of the Cedent under the Reinsured Contracts without diminution because of such insolvency or because such liquidator has failed to pay any or a portion of any ceded benefit claims under Reinsured Contracts. B. In any such event, the domiciliary liquidator of the Cedent shall give written notice of the pendency of a claim against the Cedent on a Reinsured Contract within a reasonable time after each such claim is filed in the insolvency proceeding. C. During the pendency of any such claim the Reinsurer may, at its own expense, investigate such claim and interpose in the proceeding in which such claim is to be adjudicated any defense or defenses that the Reinsurer may reasonably deem available to the Cedent or its domiciliary liquidator. The expenses incurred in connection therewith by the Reinsurer shall be chargeable, subject to court approval, against the Cedent as part of the expense of such insolvency to the extent of a proportionate share of any benefit that accrues to the Cedent solely as a result of the defense or defenses undertaken by the Reinsurer. When two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expenses will be apportioned in accordance with the terms of the Reinsurance Agreement as though such expense had been incurred by the Cedent. D. In the event of the insolvency of the Reinsurer, the liability of the Reinsurer hereunder shall continue with respect to cessions that occurred prior to the date of the insolvency and the Cedent shall have a security interest in any and all sums held by or under deposit in the name of the Reinsurer for the benefit of the Cedent. The provisions of Article XX notwithstanding, the Cedent may, at its option, immediately terminate this Agreement as to future cessions as of the date of the insolvency by written notice to the Reinsurer or to its domiciliary liquidator, as applicable, and any required waiting period shall be waived. E. A party to this Agreement will shall be deemed "insolvent" insolvent when it: 11.1.1 Applies 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 jurisdiction of the party's domicile. In the event of the insolvency of the Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will be payable by the Reinsurer directly to the Company or to its Authorized Representative, on the basis of the liability of the Company under the Reinsured Policies without diminution because of the insolvency of the Company. The Reinsurer will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will give written notice to the Reinsurer of all pending claims against the Company on any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedings. While a claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceedings where the claim is to be adjudicated, any defense or defenses which it may deem available to the Company or the Authorized Representative. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Company as part of the expense of conservation or liquidation 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. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms of 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 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 jurisdiction of the party's domicile. In the event of the insolvency of the Ceding Company, payments due the Ceding Company on all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will shall be payable by the Reinsurer directly to the Company or to its Authorized Representative, on the basis of claims filed and allowed in the liability of the Company liquidation proceeding under the Reinsured Policies without diminution because of the insolvency of the Ceding Company. The , either directly to the Ceding Company or to its domiciliary liquidator or receiver, except where the Reinsurer, with the consent of the Policyholder and in conformity with Applicable Law, has assumed the Ceding Company’s obligations as direct obligations of the Reinsurer will be liable only to the payees under the Reinsured Policies and in substitution for the amounts reinsured and will not be obligations of the Ceding Company to the payees. It is understood, however, that in the event of the insolvency of the Ceding Company, the liquidator or become liable for any amounts receiver or reserves to be held by statutory successor of the Ceding Company on policies reinsured under this Agreement. The Authorized Representative will shall give written notice to the Reinsurer of all pending claims any impending Claim against the Ceding Company on any policies reinsured a Reinsured Policy within a reasonable period of time after such claims are Claim is filed in the insolvency proceedings. While a claim is pending, proceedings and that during the pendency of such Claim the Reinsurer may investigate such claim and interposemay, at its own expense, investigate such Claim and interpose, in the proceedings proceeding where the claim such Claim is to be adjudicated, adjudicated any defense or defenses which it may deem available to the Ceding Company or its liquidator or receiver or statutory successor. It is further understood that the Authorized Representative. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approval, against the Ceding Company as part of the expense of conservation or liquidation to the extent of a 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 reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms of 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 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 jurisdiction of the party's domicile. A. In the event of the insolvency of the CompanyCEDING COMPANY, all reinsurance made, ceded, renewed or otherwise becoming effective payments due under this Agreement will from the REINSURER to the CEDING COMPANY shall be payable directly by the Reinsurer directly REINSURER to the Company CEDING COMPANY or to its Authorized Representativeliquidator, receiver, conservator or statutory successor on the basis of the REINSURER’S liability of to the Company under the Reinsured Policies CEDING COMPANY without diminution because of the insolvency of the Company. The Reinsurer 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. B. In the event of insolvency of the CEDING COMPANY, the liquidator, receiver, or statutory successor will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will immediately give written notice to the Reinsurer REINSURER of all pending claims against the Company CEDING COMPANY on any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedingscontracts reinsured. While a claim is pending, the Reinsurer REINSURER may investigate such claim and interpose, at its own expense, in the proceedings where the claim is to be adjudicated, any defense or defenses which that it may deem available to the Company CEDING COMPANY or the Authorized Representativeits liquidator, receiver, or statutory successor. The expense incurred by the Reinsurer REINSURER will be chargeable, subject to court approval, against the Company CEDING COMPANY as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which that may accrue to the Company CEDING COMPANY solely as a result of the defense undertaken by the ReinsurerREINSURER. Where two or more reinsurers REINSURERS are involved participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of the Agreement reinsurance agreement as though such expense had been incurred by the Company. CEDING COMPANY. C. 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 ReinsurerREINSURER, the Company CEDING COMPANY may cancel this Agreement for new business by promptly providing recapture immediately all ceded benefits upon written notice to the ReinsurerREINSURER, its receiverliquidator, 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 receiver or statutory successor.. The CEDING COMPANY shall also have a claim on the REINSURER for any reinsurance credit amounts including reserves, unpaid GMDB CLAIMS and other amounts due the CEDING COMPANY on such reinsurance, at the date of recapture. Xxxxxxx Xxxxx & ACE Tempest GMDB 16

Insolvency. 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 jurisdiction of the party's domicile. In the event of the insolvency of the Company, all This reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will shall be payable by the Reinsurer directly to the Company or to its Authorized Representative, on the basis of the liability of the Company under the Reinsured Policy or Policies reinsured without diminution diminution, because of the insolvency of the Company. The Reinsurer will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves , to be held by the Company on policies reinsured under this Agreementor its liquidator, receiver, or statutory successor. The Authorized Representative will In the event of insolvency of the Company, the liquidator or receiver or statutory successor of the Company shall give written notice to the Reinsurer of all pending claims the pendency of a claim filed against the Company on any policies the Policy or Policies reinsured within a reasonable time after such claims are claim is filed in the insolvency proceedingsproceeding. While a During the pendency of such claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, any defense or defenses which it may deem available to the Company or the Authorized Representativeits liquidator or receiver or statutory successor. The expense expenses thus incurred by the Reinsurer will shall be chargeable, subject to court approval, against the Company as part of the expense of conservation or liquidation to the extent of a 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 reinsurers are involved in the same claim and should a majority in interest elect to interpose a defense to such claimreceiver be appointed, the expense will Reinsurer shall be apportioned in accordance with entitled to deduct from any sums which may be or may become due to the terms of Company under this reinsurance Contract, any sums which are due to the Agreement as though such expense had been incurred Reinsurer by the Company. In the event of insolvencyCompany under this Contract and which are payable at a fixed or stated date, the Right of Offset afforded under Article 6-1 will remain in full force and effect as well as any other sums due to the extent Reinsurer which are permitted by to be offset under applicable law. In It is further understood and agreed that, in the event of the insolvency of the ReinsurerCompany, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company may cancel this Agreement for new business by promptly providing the Reinsureror to its liquidator, its receiver, rehabilitator, conservator, liquidator receiver or statutory successor with written notice successor, except a) where this Contract specifically provides another payee of such reinsurance in the event 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 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. In no event shall anyone other than the date on which parties to this Contract or, in the Reinsurerevent of the Company'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 Reinsurerinsolvency, its rehabilitatorliquidator, conservatorreceiver, liquidator or statutory successor, have any rights under this Contract.

Insolvency. 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 jurisdiction of the party's domicile. In the event of the declared insolvency of the CompanyReinsured, all and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will shall be payable by the Reinsurer immediately upon demand, with reasonable provision for verification, directly to the Company Reinsured or to its Authorized Representativedomiciliary liquidator, receiver, conservator or statutory successor, on the basis of the liability of the Company under Reinsured as a result of claims allowed against the Reinsured Policies by any court of competent jurisdiction or any liquidator, receiver, conservator or statutory successor having authority to allow such claims without diminution because of the insolvency of the CompanyReinsured or because the liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion of any claim. The Reinsurer will be liable only for Every liquidator, receiver, conservator or statutory successor of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will Reinsured shall give written notice to the Reinsurer of all pending claims against the Company pendency of a claim involving the Reinsured indicating which of the policies would involve possible liability on any policies reinsured 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 claims are the claim is filed in the insolvency proceedingsconservation, liquidation, receivership or other proceeding. While a claim is pendingDuring the pendency of any claim, the Reinsurer may investigate such claim the same and interpose, at its own expense, in the proceedings proceeding where the that claim is to be adjudicated, any defense or defenses which that it may deem available to the Company Reinsured, to its policyholder, or to any liquidator, receiver or statutory successor of the Authorized RepresentativeReinsured. The expense expenses thus incurred by the Reinsurer will be chargeable, subject to court approvalapproval of the applicable court, against the Company Reinsured as part of the expense of on conservation or liquidation to the extent of a proportionate 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 or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will This reinsurance shall be apportioned in accordance with the terms of the Agreement as though such expense had been incurred payable directly by the Company. In the event of insolvency, the Right of Offset afforded under Article 6-1 will remain in full force and effect Reinsurer to the extent permitted Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law. In Any debts or credits, matured or unmatured, liquidated or unliquidated, regardless of when they arose or were incurred, in favor of or against either the event of Ceding Company, or its liquidator, receiver or statutory successor, or the insolvency of the Reinsurer, the Company may cancel Reinsurer with respect to this Agreement for new business by promptly providing and any other agreements between the ReinsurerCeding Company, or its receiverliquidator, rehabilitator, conservator, liquidator receiver 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 successorReinsurer are deemed to be mutual debts and credits and shall be set off and only the net balance shall be paid.

Insolvency. 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 jurisdiction of the party's domicile. In the event of the insolvency of the a Ceding Company, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will as to Insurance Contracts issued by such Ceding Company shall be payable by the Reinsurer directly to the such Ceding Company or to its Authorized Representativeliquidator, receiver, conservator or statutory successor on the basis of the liability amount of the Company under claims allowed in the Reinsured Policies insolvency proceeding without diminution because of the insolvency of such Ceding Company or because the liquidator, receiver, conservator or statutory successor of such Ceding Company has failed or is unable to pay all or a portion of a claim, except where (a) this Agreement specifically provides another payee of such reinsurance in the event of such Ceding Company. The ’s insolvency, provided that this exception shall only apply to the extent that the reinsurance proceeds due such payee are actually paid by the Reinsurer, or (b) the Reinsurer, with the consent of the direct insured or insureds, has assumed such policy obligations of such Ceding Company as direct obligations of the Reinsurer will be liable only to the payees under such policies and in full and complete substitution for the amounts reinsured and will not be obligations of such Ceding Company to such payees. It is agreed, however, that the liquidator, receiver, conservator or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will statutory successor shall give written notice to the Reinsurer of all pending claims the pendency of a claim against such Ceding Company indicating the Company Subject Policy which involves a possible liability on any policies reinsured the part of the Reinsurer within a reasonable time after such claims are claim is filed in the insolvency proceedings. While a claim is pendingconservation 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 proceedings proceeding where the such claim is to be adjudicated, any defense or defenses which that it may deem available to the such Ceding Company or the Authorized Representativeits liquidator, receiver, conservator or statutory successor. The expense expenses thus incurred by the Reinsurer will shall be chargeable, subject to court the Court’s approval, against the such Ceding Company as part of the expense of the conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the such Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms of 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 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 jurisdiction of the party's domicile. In the event of the insolvency of the Company, all This reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will shall be payable by the Reinsurer directly to the Company or to its Authorized Representative, on and the basis of the liability of the Company under the Reinsured Policy or Policies reinsured without diminution diminution, because of the insolvency of the Company. The Reinsurer will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves , to be held by the Company on policies reinsured under this Agreementor its liquidator, receiver, or statutory successor. The Authorized Representative will In the event of insolvency of the Company, the liquidator or receiver or statutory successor of the Company shall give written notice to the Reinsurer of all pending claims the pendency of a claim filed against the Company on any policies the Policy or Policies reinsured within a reasonable time after such claims are claim is filed in the insolvency proceedingsproceeding. While a During the pendency of such claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, any defense or defenses which it may deem available to the Company or the Authorized Representativeits liquidator or receiver or statutory successor. The expense expenses thus incurred by the Reinsurer will shall be chargeable, subject to court approval, against the Company as part of the expense of conservation or liquidation to the extent of a 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 reinsurers are involved in the same claim and should a majority in interest elect to interpose a defense to such claimreceiver be appointed, the expense will Reinsurer shall be apportioned in accordance with entitled to deduct from any sums which may be or may become due to the terms Company any sums which are 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 Agreement as though such expense had been incurred by the Companyinsolvent party's state of domicile. In the event of insolvencyIt is further understood and agreed that, 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 ReinsurerCompany, the Company may cancel reinsurance under this Agreement for new business shall be payable directly by promptly providing the ReinsurerReinsurer to the Company or to its liquidator, its receiver, rehabilitator, conservator, liquidator receiver or statutory successor with written notice except a) where this Agreement specifically provides another payee or such reinsurance in the event 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 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 would not be earlier in substitution for the obligations of the Company to such payees. In no event shall anyone other than the date on which parties to this Agreement or, in the Reinsurerevent of the Company'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 Reinsurerinsolvency, its rehabilitatorliquidator, conservatorreceiver, liquidator or statutory successor, have any rights under this Agreement.

Insolvency. 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 Representativea) 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 jurisdiction of the party's domicile. In the event of the insolvency of the CompanyRetrocedant, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will shall be payable by the Reinsurer directly to the Company Retrocedant, or to its Authorized Representativeliquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the Reinsured Policies Retrocedant without diminution because of the insolvency of Retrocedant or because the Company. The Reinsurer will be liable only for liquidator, receiver, conservator or statutory successor of Retrocedant has failed to pay all or a portion of any claim. (b) It is agreed, however, that the amounts reinsured and will not be liquidator, receiver, conservator or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will statutory successor of Retrocedant shall give written notice to Retrocessionaire of the Reinsurer pendency of all pending claims a claim against Retrocedant indicating the Company Reinsurance Contract, which claim would involve a possible liability on any policies reinsured the part of Retrocessionaire within a reasonable time after such claims are claim is filed in the insolvency proceedings. While a claim is pendingconservation or liquidation proceeding or in the receivership, and that during the Reinsurer pendency of such claim, Retrocessionaire may investigate such claim and interpose, at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, adjudicated any defense or defenses which that it may deem available to the Company Retrocedant or the Authorized Representativeits liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will Retrocessionaire shall be chargeable, subject to court approvalthe approval of the court, against the Company Retrocedant as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company Retrocedant solely as a result of the defense undertaken by the Reinsurer. Where two Retrocessionaire. (c) As to all reinsurance made, ceded, renewed or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claimotherwise becoming effective under this Agreement, the expense will reinsurance shall be apportioned payable as set forth above by Retrocessionaire to Retrocedant or to its liquidator, receiver, conservator or statutory successor, except (1) where the Reinsurance Contract specifically provides another payee in accordance with the terms of 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 Retrocedant, and (2) where Retrocessionaire, with 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 consent of the cancellation effective reinsured or reinsureds under the date on which Reinsurance Contract, has assumed the Reinsurer's insolvency is established by the authority responsible for such determination. Any requirement for a notification period prior Reinsurance Contract obligations of Retrocedant as direct obligations of Retrocessionaire to the cancellation payees under the Reinsurance Contract and in substitution for the obligations of the Agreement would not apply under Retrocedant to 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 successorpayees.

Insolvency. A party to this Agreement will A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be deemed "insolvent" when it: 11.1.1 Applies for or consents to payable on demand of the appointment of a receiver, rehabilitator, conservator, liquidator or statutory successor (hereinafter referred to Company at the same time as the Authorized Representative) Company shall pay its net retained portion of its properties such risk or assets; or 11.1.2 Is adjudicated as bankrupt or insolvent; or 11.1.3 Files or consents to obligation, with reasonable provision for verification before payment, and 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 jurisdiction of the party's domicile. In the event of the insolvency of the Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will shall be payable by the Reinsurer directly to the Company or to its Authorized RepresentativeReinsurer, on the basis of the liability of the Company under the Reinsured Policies policy or policies reinsured without diminution because of the insolvency of the Company. The Reinsurer will be liable only for . B. In the amounts reinsured and will not be event of the insolvency of one or become liable for any amounts or reserves to be held by more than one of the Company on policies reinsured Companies, reinsurance under this Agreement. The Authorized Representative 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, or statutory successor of the 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 claims. C. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) will give written notice to the Reinsurer of all pending claims the pendency of a claim against the Company insolvent Company(ies) on any the policy or policies reinsured within a reasonable time after such claims are claim is filed in the insolvency proceedings. While a proceeding and that during the pendency of such claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, adjudicated any defense or defenses which it may deem available to the Company Company(ies) or the Authorized Representativeits liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer will be chargeable, subject to court approval, against the Company insolvent Company(ies) as part of the expense of conservation or liquidation to the extent of a 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 reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms of the this 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 successorinsolvent Company(ies).

Insolvency. A party A. Subject to this Agreement will be deemed "insolvent" when it: 11.1.1 Applies for or consents to the appointment of a receiverArticle 22 - ASSUMPTION OF LIABILITY and Article 23 - ALTERNATE PAYEE, 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 jurisdiction of the party's domicile. In the event of the insolvency 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 receiver, liquidator, 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 made, ceded, renewed or otherwise becoming effective under this Agreement will be payable by the Reinsurer directly to the Company Company, or to its Authorized Representativereceiver, on liquidator, conservator, or statutory successor except (1) where this Contract specifically provides for another payee of such reinsurance in the basis event of the liability 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 receiver, liquidator, conservator, or statutory successor will give written notice of the pendency of a claim against the Company under the Reinsured Policies without diminution because of the insolvency of the Company. The Reinsurer will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will give written notice to the Reinsurer of all pending claims against the Company on any policies reinsured Policy within a reasonable time after such claims are claim is filed in the insolvency proceedingsproceeding. While a claim is pendingDuring the pendency of such claim, the Reinsurer may investigate such said claim and interpose, at its own expense, interpose in the proceedings proceeding where the claim is to be adjudicated, at its own expense, any defense or defenses which that it may deem available to the Company Company, or the Authorized Representativeto its receiver, liquidator, conservator, or statutory successor. The expense thus incurred by the Reinsurer will be chargeablechargeable against the Company, subject to court approval, against the Company as part of the expense of conservation or liquidation to the extent of a 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. C. The provisions of Article 23 - ALTERNATE PAYEE are intended to take precedence over this Article. Where two This Article shall apply to the extent the Reinsurer has any liability to the Company, or more reinsurers are involved to its receiver, liquidator, or statutory successor, after the operation of Article 23 - ALTERNATE PAYEE. D. This Article and the Applicable Law in the same claim and a majority Insurer’s Jurisdiction will apply in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms event of the Agreement as though such expense had been incurred by insolvency of the Company. In the event of insolvencya conflict between any provision of this Article and the Applicable Law in the Insurer’s Jurisdiction, the Right of Offset afforded under Article 6-1 Applicable Law in the Insurer’s Jurisdiction 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 successorprevail.

Insolvency. A. A party to this Agreement AGREEMENT will be deemed "“insolvent" ” when it: 11.1.1 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 2. Is adjudicated as bankrupt or insolvent; or 11.1.3 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, rehabilitation, conservation or similar law or statute; or 11.1.4 4. Becomes the subject of an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the party's ’s domicile. . B. In the event of the insolvency of the CompanyCEDING COMPANY and the appointment of a conservator, all reinsurance madeliquidator, cededor statutory successor, renewed the portion of any risk or otherwise becoming effective under this Agreement will obligation assumed by the REINSURER shall be payable by the Reinsurer directly to the Company conservator, liquidator, or to its Authorized Representative, statutory successor on the basis of claims allowed against the liability insolvent company by any court of competent jurisdiction or by any conservator, liquidator, or statutory successor of the Company under the Reinsured Policies company having authority to allow such claims, without diminution because of that insolvency, or because the insolvency conservator, liquidator, or statutory successor has failed to pay all or a portion of any claims. Payments by the CompanyREINSURER as set forth in this subdivision shall be made directly to the CEDING COMPANY or to its conservator, liquidator, or statutory successor. The Reinsurer REINSURER will be liable only for benefits reinsured as benefits become due under the amounts terms of the reinsured policies and will not be or become liable for any amounts or reserves to be held by the Company on CEDING COMPANY as to the reinsured policies reinsured under this Agreement. The Authorized Representative or for any damages owed by the CEDING COMPANY as a result of issuance of any of the policies. C. In the event of insolvency of the CEDING COMPANY, the conservator, liquidator, or statutory successor will immediately give written notice to the Reinsurer REINSURER of all pending claims against the Company CEDING COMPANY on any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedingsreinsured. While a claim is pending, the Reinsurer REINSURER may investigate such claim and interpose, at its own expense, in the proceedings where the claim is to be adjudicated, any defense or defenses which it may deem available to the Company CEDING COMPANY or the Authorized Representativeits conservator, liquidator or statutory successor. The expense incurred by the Reinsurer REINSURER will be chargeable, subject to court approval, against the Company CEDING COMPANY as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company CEDING COMPANY solely as a result of the defense undertaken by the ReinsurerREINSURER. Where two or more reinsurers are involved participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of the Agreement reinsurance 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. CEDING COMPANY. D. In the event of the insolvency of the ReinsurerREINSURER, the Company CEDING COMPANY may cancel this Agreement AGREEMENT for new business by promptly providing the Reinsurer, REINSURER or its receiver, rehabilitator, conservator, liquidator or statutory successor Authorized Representative with written notice of the cancellation cancellation, to be effective as of the date on which the Reinsurer's 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 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 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 jurisdiction of the party's domicile. A. In the event of the insolvency of the CompanyCEDING COMPANY, all reinsurance made, ceded, renewed or otherwise becoming effective payments due under this Agreement will from the REINSURER to the CEDING COMPANY shall be payable directly by the Reinsurer directly REINSURER to the Company CEDING COMPANY or to its Authorized Representativeliquidator, receiver, conservator or statutory successor on the basis of the REINSURER’S liability of to the Company under the Reinsured Policies CEDING COMPANY without diminution because of the insolvency of the Company. The Reinsurer 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. B. In the event of insolvency of the CEDING COMPANY, the liquidator, receiver, or statutory successor will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will immediately give written notice to the Reinsurer REINSURER of all pending claims against the Company CEDING COMPANY on any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedingscontracts reinsured. While a claim is pending, the Reinsurer REINSURER may investigate such claim and interpose, at its own expense, in the proceedings where the claim is to be adjudicated, any defense or defenses which that it may deem available to the Company CEDING COMPANY or the Authorized Representativeits liquidator, receiver, or statutory successor. The expense incurred by the Reinsurer REINSURER will be chargeable, subject to court approval, against the Company CEDING COMPANY as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which that may accrue to the Company CEDING COMPANY solely as a result of the defense undertaken by the ReinsurerREINSURER. Where two or more reinsurers REINSURERS are involved participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of the Agreement reinsurance agreement as though such expense had been incurred by the Company. CEDING COMPANY. C. 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 ReinsurerREINSURER, the Company CEDING COMPANY may cancel this Agreement for new business by promptly providing recapture immediately all ceded benefits upon written notice to the ReinsurerREINSURER, its receiverliquidator, 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 receiver or statutory successor.. The CEDING COMPANY shall also have a claim on the REINSURER for any reinsurance credit amounts including reserves, unpaid REINSURED CLAIMS and other amounts due the CEDING COMPANY on such reinsurance, at the date of recapture. Xxxxxxx Xxxxx & ACE Tempest EEB 17

Insolvency. 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 jurisdiction of the party's domicile. 9.01 In the event of the insolvency of either party and the Companyappointment of a conservator, all reinsurance madeliquidator, cededor statutory successor, renewed or otherwise becoming effective under this Agreement will any payment due to the insolvent party shall be payable by the Reinsurer directly to the Company conservator, liquidator, or to its Authorized Representative, statutory successor on the basis of claims allowed against the liability insolvent party by any court of competent jurisdiction or by any conservator, liquidator, or statutory successor of the Company under the Reinsured Policies company having authority to allow such claims, without diminution because of that insolvency, or because the insolvency conservator, liquidator, or statutory successor has failed to pay all or a portion of any claims. Payments by the solvent party as set forth in this Section shall be made directly to the insolvent party or to its conservator, liquidator, or statutory successor, except where the contract of insurance specifically provides another payee of such insurance in the event of insolvency. 9.02 In the event of the Company. The Reinsurer will be liable only for Reinsured’s insolvency, the amounts reinsured and will not be conservator, liquidator, or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will statutory successor shall give written notice to of the Reinsurer pendency of all pending claims a claim against the Company Reinsured on any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedings. While a claim is pending, the filed. The Reinsurer may investigate such claim and interpose, at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, any defense or defenses which it may deem available to the Company Reinsured or the Authorized Representative. its conservator, liquidator, or statutory successor. 9.03 The expense expenses incurred by the Reinsurer will shall be chargeable, subject to court approval, against the Company Reinsured as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company Reinsured in conservation or liquidation, solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers Reinsurers are involved in the same claim and a majority in interest elect to interpose a defense or defenses to such this claim, the expense will shall be apportioned in accordance with the terms of the Agreement shared 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 successorReinsured.

Insolvency. A party to this Agreement will (This Article shall be deemed "insolvent" when it:to read as required to meet the statutory insolvency clause requirements of the Company.) 11.1.1 Applies for A. In the event of insolvency or consents to the appointment of a receiver, rehabilitator, conservator, liquidator 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 this Contract specifically provides another payee of such reinsurance or except as provided by applicable law and regulation (hereinafter referred to such as the Authorized Representativesubsection (a) 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 section 4118 of the jurisdiction New York Insurance Laws) in the event of the party's domicile. insolvency of the Company. C. In the event of the insolvency of the Company, all reinsurance madethe liquidator, cededreceiver, renewed conservator or otherwise becoming effective under this Agreement will be payable by the Reinsurer directly to the Company or to its Authorized Representative, on the basis of the liability statutory successor of the Company under the Reinsured Policies without diminution because of the insolvency of the Company. The Reinsurer will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will shall give written notice to the Reinsurer of all pending claims the pendency of a claim against the insolvent Company on any policies the Policy or Policies reinsured within a reasonable time after such claims are claim is filed in the insolvency proceedings. While a proceeding and during the pendency of such claim is pending, the any Reinsurer may investigate such claim and interpose, at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, adjudicated any defense or defenses which it may deem available to the Company or the Authorized Representativeits liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, chargeable subject to court approval, approval against the insolvent Company as part of the expense of conservation or liquidation 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. . D. Where two (2) or more reinsurers Reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will shall be apportioned in accordance with the terms of the Agreement this Contract 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 party Where an Insolvency Event (as defined below) occurs in relation to the Reinsured the following terms shall apply (and, in the event of any inconsistency between these terms and any other terms of this Agreement will be deemed "insolvent" when itTreaty, the 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 Reinsurer: 11.1.1 Applies (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 or consents payment by the Reinsurer of any sum which may be payable to the appointment of a receiverReinsured, rehabilitatorwhich sum shall only become payable as and when the Reinsured would have discharged, conservatorby actual payment, liquidator or statutory successor (hereinafter referred to as its liability for its then current net loss but for 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 Reinsured being the subject of an order any Insolvency Event. (2) The existence, quantum, valuation and date for payment of any sum which the Reinsurer is liable to rehabilitate or an order to liquidate as defined by pay the insurance code of the jurisdiction of the party's domicile. In the event of the insolvency of the Company, all reinsurance made, ceded, renewed or otherwise becoming effective Reinsured under this Agreement will Treaty shall be payable by those and only those for which the Reinsurer directly would be liable to the Company or to its Authorized Representative, on the basis of Reinsured if the liability of the Company under Reinsured to its policyholders had been determined without reference to any term in any composition or scheme of arrangement or any similar such arrangement, entered into between the Reinsured Policies without diminution because of and its policyholders, unless and until the insolvency of the Company. The Reinsurer will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will give serves written notice to the contrary on the Reinsured in relation to any composition or scheme of arrangement. (3) The Reinsurer of all pending claims shall be entitled (but not obliged) to set-off, against the Company on any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedings. While a claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceedings where the claim is to be adjudicated, any defense or defenses sum which it may deem available be liable to pay the Company or Reinsured, any sum for which the Authorized Representative. The expense incurred by the Reinsurer will be chargeable, subject Reinsured is liable to court approval, against the Company as part of the expense of conservation or liquidation 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 pay the Reinsurer. Where two or more reinsurers are involved For the purposes of this Article, an “Insolvency Event” shall occur if: (i) (in the same claim relation to (1), (2) and (3) above) a majority winding-up petition is presented in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms respect of the Agreement as though such expense had been incurred by Reinsured or a provisional liquidator is appointed over it or if the Company. In Reinsured goes into administration, administrative receivership or receivership or if the event Reinsured has a scheme of insolvency, the Right of Offset afforded under Article 6-1 will remain arrangement or voluntary arrangement proposed in full force and effect relation 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 all 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 any part of its intent affairs; or (ii) (in relation to recapture all reinsurance (1) above) if the Reinsured goes into compulsory or voluntary liquidation, or, in force each case, if the Reinsured becomes subject to any other similar insolvency process (whether under this Agreement regardless the laws of the duration the reinsurance has been in force England and Wales 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.elsewhere); and

Insolvency. 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 jurisdiction of the party's domicile. In the event of the insolvency of the Company, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will shall be payable by the Reinsurer directly to the Company Company, or to its Authorized Representativeliquidator, receiver, conservator or statutory successor (except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company or 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) on the basis of the liability of the Company under the Reinsured Policies claim or claims allowed by such liquidator, receiver, conservator or statutory successor without diminution because of the insolvency of the Company. The Reinsurer will be liable only for Company or because the amounts reinsured and will not be liquidator, receiver, conservator or become liable for any amounts or reserves to be held by statutory successor of the Company on policies reinsured under this Agreementhas failed to pay all or a portion of any claim. The Authorized Representative will It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of all pending claims the pendency of a claim against the Company indicating the policy reinsured which claim would involve a possible liability on any policies reinsured the part of the Reinsurer within a reasonable time after such claims are claim is filed in the insolvency proceedings. While a claim is pendingconservation 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 their own expense, in the proceedings proceeding where the such claim is to be adjudicated, adjudicated any defense or defenses which it that they may deem available to the Company or the Authorized Representativeits liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, chargeable subject to the approval of the court approval, against the Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata 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 reinsurers Reinsurers are involved in the same claim and a majority in interest elect elects to interpose a defense to such claim, the expense will expenses shall be apportioned in accordance with the terms of the reinsurance 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 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 jurisdiction of the party's domicile. In the event of the declared insolvency of the CompanyReinsured, all and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will be payable by the Reinsurer immediately upon demand, with reasonable provision for verification, directly to the Company Reinsured or to its Authorized Representativedomiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Company under the Reinsured Policies without diminution because of the insolvency of the CompanyReinsured or because the liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion of any claim. The Reinsurer will be liable only for Every liquidator, receiver, conservator or statutory successor of the amounts reinsured and will not be Reinsured or become liable for any amounts guaranty fund or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative association will give written notice to the Reinsurer of all pending claims against the Company pendency of a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on any policies reinsured 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 claims are the claim is filed in the insolvency proceedingsconservation, liquidation, receivership or other proceeding. While a claim is pendingDuring the pendency of any claim, the Reinsurer may investigate such claim the same and interpose, at its own expense, in the proceedings proceeding where the that claim is to be adjudicated, any defense or defenses which that it may deem available to the Company Reinsured, to its contract owner, or to any liquidator, receiver or statutory successor of the Authorized RepresentativeReinsured or guaranty fund or association. The expense expenses thus incurred by the Reinsurer will be chargeable, subject to court approvalapproval of the applicable court, against the Company Reinsured as part of the expense of conservation or liquidation to the extent of a proportionate 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 or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense This reinsurance will be apportioned in accordance with the terms of 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 payable directly to the extent permitted by applicable law. In the event of the insolvency of the ReinsurerReinsured or to its domiciliary liquidator, 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 conservator or statutory successor, except as expressly required otherwise by applicable insurance law.

Insolvency. 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 jurisdiction of the party's domicile. In the event of the insolvency of the a Company, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will as to Policies issued by such Company shall be payable by the Reinsurer directly to the such Company or to its Authorized Representativeliquidator, receiver, conservator or statutory successor on the basis of the liability amount of the Company under claims allowed in the Reinsured Policies insolvency proceeding without diminution because of the insolvency of such Company or because the liquidator, receiver, conservator or statutory successor of such Company has failed or is unable to pay all or a portion of a claim, except where (a) this Agreement specifically provides another payee of such reinsurance in the event of such Company. The ’s insolvency, provided that this exception shall only apply to the extent that the reinsurance proceeds due such payee are actually paid by the Reinsurer, or (b) the Reinsurer, with the consent of the direct insured or insureds, has assumed such policy obligations of such Company as direct obligations of the Reinsurer will be liable only to the payees under such policies and in full and complete substitution for the amounts reinsured and will not be obligations of such Company to such payees. It is agreed, however, that the liquidator, receiver, conservator or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will statutory successor shall give written notice to the Reinsurer of all pending claims the pendency of a claim against such Company indicating the Company Policy which involves a possible liability on any policies reinsured the part of the Reinsurer within a reasonable time after such claims are claim is filed in the insolvency proceedings. While a claim is pendingconservation 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 proceedings proceeding where the such claim is to be adjudicated, any defense or defenses which that it may deem available to the such Company or the Authorized Representativeits liquidator, receiver, conservator or statutory successor. The expense expenses thus incurred by the Reinsurer will shall be chargeable, subject to court the Court’s approval, against the such Company as part of the expense of the conservation or liquidation to the extent of a proportionate 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 reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms of 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 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 jurisdiction of the party's domicile. a. In the event of the declared insolvency of the CompanyReinsured, all reinsurance madeand the appointment of a domiciliary liquidator, cededreceiver, renewed conservator or otherwise becoming effective statutory successor for the Reinsured, the Reinsurer’s obligation to make payments under this Agreement will shall continue. Payments shall be payable made in the manner, amount, and timing prescribed by the Reinsurer this Agreement, with reasonable provision for verification, directly to the Company Reinsured or to its Authorized Representativedomiciliary liquidator, receiver, conservator or statutory successor, on the basis of the liability of the Company under the Reinsured Policies without diminution because of the insolvency of the CompanyReinsured or because the liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion of any claim. b. For purposes of paragraph a. above, the Reinsurer and the Reinsured shall consider any balance due and unpaid, whether on account of premiums, allowances, losses or claims expenses, to be mutual debts or credits under this Agreement and will offset, if permitted under the applicable law. The Reinsurer Only the balance will be liable only for considered in determining the amounts reinsured and will not be liability of the Reinsurer. c. Every liquidator, receiver, conservator or become liable for any amounts statutory successor of the Reinsured or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will guaranty fund or association shall give written notice to the Reinsurer of all pending claims against the Company pendency of a claim involving the Reinsured indicating which of the policies would involve possible liability on any policies reinsured 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 claims are the claim is filed in the insolvency proceedings. While a claim is pendingconservation, liquidation, receivership or other proceeding. d. During the pendency of any claim, the Reinsurer may investigate such claim the same and interpose, at its own expense, in the proceedings proceeding where the that claim is to be adjudicated, any defense or defenses which FUV-011 – May 1, 2007 9 that it may deem available to the Company Reinsured, to its policyholder, or to any liquidator, receiver or statutory successor of the Authorized RepresentativeReinsured or guaranty fund or association. The expense expenses thus incurred by the Reinsurer will be chargeable, subject to court approvalapproval of the applicable court, against the Company Reinsured as part of the expense of conservation or liquidation to the extent of a proportionate 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 or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will . e. This reinsurance shall be apportioned in accordance with the terms of the Agreement as though such expense had been incurred payable directly by the Company. In the event of insolvency, the Right of Offset afforded under Article 6-1 will remain in full force and effect Reinsurer to the extent permitted by applicable law. In the event of the insolvency of the ReinsurerReinsured or to its domiciliary liquidator, 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 conservator or statutory successor, except as expressly required otherwise by applicable insurance law.

Insolvency. A party (a) Notwithstanding any other provision herein to this Agreement will be deemed "insolvent" when it: 11.1.1 Applies for the contrary, in the event of the insolvency, liquidation, rehabilitation, reorganization or consents to receivership of Ceding Company or the appointment of a receiverliquidator, rehabilitator, conservator, liquidator receiver 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 jurisdiction of the party's domicile. In the event of the insolvency of the Ceding Company, all the reinsurance made, ceded, renewed or otherwise becoming effective provided under Article IV of this Agreement will shall be payable by the Reinsurer directly to the Ceding Company or to its Authorized Representativeliquidator, rehabilitator, receiver or statutory successor on the basis of the liability of Ceding Company for the Company Reinsured Liabilities under the Reinsured Policies Annuity Contracts, without diminution because of the insolvency insolvency, liquidation, rehabilitation, reorganization or appointment of a receiver or because of the Company. The Reinsurer will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held failure by the Company on policies reinsured under this Agreementliquidator, rehabilitator, receiver or statutory successor to pay all or any portion of any claim. The Authorized Representative will give written notice to the Reinsurer of all pending claims against the Company on any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedings. While a claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceedings where the claim is to be adjudicated, any defense or defenses which it may deem available to the Company or the Authorized Representative. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Company as part of the expense of conservation or liquidation 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. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms of 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 To the extent permitted by applicable lawApplicable Law, the obligations of Ceding Company as set forth in this Agreement shall remain unimpaired and unaffected by the insolvency, liquidation, rehabilitation, reorganization or appointment of a receiver and shall be assumed by the liquidator, rehabilitator, receiver or statutory successor of Ceding Company in the liquidation, rehabilitation, reorganization or receivership proceeding. In Payment made directly to a Contract Owner or other creditor shall not diminish Reinsurer’s obligation to Ceding Company’s estate except when either of the following applies: (i) this Agreement or other written agreement specifically provides for another payee of the reinsurance in the event of the insolvency insolvency, liquidation, rehabilitation or reorganization of Ceding Company or (ii) Reinsurer, with the consent of the Reinsurerrelevant Contract Owner, has assumed the policy obligations of Ceding Company may cancel this Agreement for new business by promptly providing the Reinsurer, its receiver, rehabilitator, conservator, liquidator or statutory successor with written notice as direct obligations 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 Reinsurer to the cancellation payees under the Annuity Contracts and in substitution for the obligations of Ceding Company to 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 successorpayees.

Insolvency. 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 jurisdiction of the party's domicile. In the event of the insolvency of the CompanyRetrocedant, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will shall be payable by the Reinsurer directly to the Company Retrocedant, or to its Authorized Representativeliquidator, receiver, conservator or statutory successor on the basis of reported claims allowed against the liability of the Company under the Reinsured Policies insolvent Retrocedant by any court in a liquidation proceeding, without diminution because of the insolvency of the CompanyRetrocedant or because the liquidator, receiver, conservator or statutory successor of the Retrocedant has failed to pay all or a portion of any claim. The Reinsurer will be liable only for It is agreed, however, that the amounts reinsured and will not be liquidator, receiver, conservator or become liable for any amounts or reserves to be held by statutory successor of the Company on policies reinsured under this Agreement. The Authorized Representative will Retrocedant shall give written notice to the Reinsurer Retrocessionaire of all pending claims the pendency of a claim against the Company Retrocedant indicating the Reinsurance Contract reinsured, which claim would involve a possible liability on any policies reinsured the part of the Retrocessionaire within a reasonable time after such claims are claim is filed in the insolvency proceedings. While a claim is pendingconservation 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 proceedings proceeding where the such claim is to be adjudicated, adjudicated any defense or defenses which that it may deem available to the Company Retrocedant or the Authorized Representativeits liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will Retrocessionaire shall be chargeable, subject to court approvalthe approval of the court, against the Company Retrocedant as part of the expense of conservation or liquidation to the extent of a proportionate 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 reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claimotherwise becoming effective under this Agreement, the expense will reinsurance shall be apportioned in accordance with the terms of the Agreement payable as though such expense had been incurred set forth above by the Company. In the event of insolvency, the Right of Offset afforded under Article 6-1 will remain in full force and effect Retrocessionaire to the extent permitted by applicable law. In Retrocedant or to its liquidator, receiver, conservator or statutory successor, except (1) where the Reinsurance Contracts specifically provide another payee in the event of the insolvency of the ReinsurerRetrocedant, or (2) where the Company may cancel this Agreement for new business by promptly providing Retrocessionaire with the Reinsurer, its receiver, rehabilitator, conservator, liquidator or statutory successor with written notice consent of the cancellation effective insured or reinsureds, has assumed such Reinsurance Contract obligations of the date on which Retrocedant as direct obligations of the Reinsurer's insolvency is established by the authority responsible for such determination. Any requirement for a notification period prior Retrocessionaire to the cancellation payees under such Reinsurance Contracts and in substitution for the obligations of the Agreement would not apply under Retrocedant to 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 successorpayees.

Insolvency. 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 jurisdiction of the party's domicile. A. In the event of the insolvency of the CompanyCEDING COMPANY, all reinsurance made, ceded, renewed or otherwise becoming effective payments due under this Agreement will from the REINSURER to the CEDING COMPANY shall be payable directly by the Reinsurer directly REINSURER to the Company CEDING COMPANY or to its Authorized Representativeliquidator, receiver, conservator or statutory successor on the basis of the REINSURER’S liability of to the Company under the Reinsured Policies CEDING COMPANY without diminution because of the insolvency of the Company. The Reinsurer 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. B. In the event of insolvency of the CEDING COMPANY, the liquidator, receiver, or statutory successor will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will immediately give written notice to the Reinsurer REINSURER of all pending claims against the Company CEDING COMPANY on any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedingscontracts reinsured. While a claim is pending, the Reinsurer REINSURER may investigate such claim and interpose, at its own expense, in the proceedings where the claim is to be adjudicated, any defense or defenses which that it may deem available to the Company CEDING COMPANY or the Authorized Representativeits liquidator, receiver, or statutory successor. The expense incurred by the Reinsurer REINSURER will be chargeable, subject to court approval, against the Company CEDING COMPANY as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which that may accrue to the Company CEDING COMPANY solely as a result of the defense undertaken by the ReinsurerREINSURER. Where two or more reinsurers REINSURERS are involved participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of the Agreement reinsurance agreement as though such expense had been incurred by the Company. CEDING COMPANY. C. 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 ReinsurerREINSURER, the Company CEDING COMPANY may cancel this Agreement for new business by promptly providing recapture immediately all ceded benefits upon written notice to the ReinsurerREINSURER, its receiverliquidator, 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 receiver or statutory successor.. The CEDING COMPANY shall also have a claim on the REINSURER for any reinsurance credit amounts including reserves, unpaid ADJUSTED GMIB CLAIMS and other amounts due the CEDING COMPANY on such reinsurance, at the date of recapture. Xxxxxxx Xxxxx & ACE Tempest GMIB 16

Insolvency. A A. This Article 30 and the laws of the domiciliary state shall apply in the event of insolvency of either party to this Agreement will be deemed "insolvent" when it: 11.1.1 Applies for or consents to Agreement. In the appointment event of a receiver, rehabilitator, conservator, liquidator or statutory successor (hereinafter referred to as conflict between provision of this Article and the Authorized Representative) laws 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 domiciliary state of any bankruptcycompany covered hereunder, dissolution, liquidation, or similar law or statute; orthat domiciliary state’s laws shall prevail. 11.1.4 Becomes the subject of an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the party's domicile. B. In the event of the insolvency of the CompanyCeding Insurer, all this reinsurance made(or the portion of any risk or obligation assumed by the Reinsurer, ceded, renewed or otherwise becoming effective under this Agreement will if required by applicable law) shall be payable by the Reinsurer directly to the Company Ceding Insurer, or to its Authorized Representativeliquidator, receiver, conservator or statutory successor, either: (i) on the basis of the liability of the Company under Ceding Insurer, or (ii) on the Reinsured Policies 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 CompanyCeding Insurer or because the liquidator, receiver, conservator or statutory successor of the Ceding Insurer has failed to pay all or a portion of any claim. The Reinsurer will be liable only for It is agreed, however, that the amounts reinsured and will not be liquidator, receiver, conservator or become liable for any amounts or reserves to be held by statutory successor of the Company on policies reinsured under this Agreement. The Authorized Representative will Ceding Insurer shall give written notice to the Reinsurer of all pending claims the pendency of a claim against the Company Ceding Insurer indicating the Policy reinsured, which claim would involve a possible liability on any policies reinsured the part of the Reinsurer within a reasonable time after such claims are claim is filed in the insolvency proceedings. While a claim is pendingconservation 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 proceedings proceeding where the such claim is to be adjudicated, adjudicated any defense or defenses which that it may deem available to the Company Ceding Insurer or the Authorized Representativeits liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the court, against the Company Ceding Insurer as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company Ceding Insurer solely as a result of the defense undertaken by the Reinsurer. . C. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will shall be apportioned in accordance with the terms of the this Agreement as though such expense had been incurred by the Company. In the event of insolvencyCeding Insurer. D. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the Right of Offset afforded under Article 6-1 will remain in full force and effect reinsurance shall be payable as set forth above by the Reinsurer to the extent permitted by applicable law. In Ceding Insurer or to its liquidator, receiver, conservator or statutory successor, except (i) where the Agreement specifically provides another payee in the event of the insolvency of the ReinsurerCeding Insurer, the Company may cancel this Agreement for new business by promptly providing and (ii) where the Reinsurer, its receiverwith any consent required by any insurance regulatory body and the direct insured or insureds, rehabilitator, conservator, liquidator or statutory successor with written notice has assumed such Policy obligations of the cancellation effective Ceding Insurer as direct obligations 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 Reinsurer to the cancellation payees under such Policies and in substitution for the obligations of the Agreement would not apply Ceding Insurer to such payees. In that event only, and if the Ceding Insurer is entirely released from its obligations under such circumstances. In additionPolicies, the Company may provide the Reinsurer, its receiver, rehabilitator, conservator, liquidator or statutory successor with written notice of its intent Reinsurer shall pay any loss directly to recapture all reinsurance in force payees 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 successorPolicies.

Insolvency. A party The amount recoverable by a liquidator of the Company from the Reinsurer may not be reduced as a result of delinquency proceedings with respect to the Company. Payment made directly to an insured or other creditor does not diminish the Reinsurer’s obligation hereunder except: (1) where this Agreement will be deemed "insolvent" when it: 11.1.1 Applies specifically provides 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 another payee of the jurisdiction of the party's domicile. In reinsurance in the event of the insolvency of the Companyceding insurer; or (2) where the Reinsurer, all with the consent of the direct insured, has assumed the policy obligations of the Company as direct obligations of the Reinsurer to the payees under a Reinsured Policy and in substitution for the obligations of the Company to the payees. The reinsurance made, ceded, renewed or otherwise becoming effective hereunder is payable under this Agreement will be payable the Reinsured Policies reinsured by the Reinsurer directly to the Company or to its Authorized Representative, on the basis of reported claims allowed in the liability of the Company under the Reinsured Policies liquidation proceedings, subject to court approval, without diminution because of the insolvency of the Company. The Reinsurer will be liable only for In the amounts reinsured and will not be or become liable for any amounts or reserves to be held by event of an insolvency of the Company, the domiciliary liquidator of the Company on policies reinsured under this Agreement. The Authorized Representative will give written notice to the Reinsurer of all pending claims the pendency of a claim against the Company on any policies a Reinsured Policy reinsured hereunder within a reasonable time after such claims are the claim is filed in the insolvency proceedingsliquidation proceeding. While a claim is pendingDuring the pendency of the claim, the Reinsurer may investigate such the claim and interpose, at its own expense, expense in the proceedings proceeding where the claim is to be adjudicated, any defense or defenses which it may deem considers available to the Company or the Authorized Representativeits liquidator. The This expense incurred by the Reinsurer will be is chargeable, subject to court approval, against the insolvent Company as part of the expense of conservation or liquidation 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. Where two or more reinsurers assuming insurers are involved in the same claim and a majority in interest elect to interpose a defense to such the claim, the expense will must be apportioned in accordance with the terms of the this Agreement as though such the 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 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 jurisdiction of the party's domicile. A. In the event of the insolvency of the CompanyCEDING COMPANY, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will be payable by the Reinsurer directly to the Company or to its Authorized Representative, on the basis of the liability of the Company under CEDING COMPANY on the Reinsured Policies policies reinsured, directly to the CEDING COMPANY or its liquidator, receiver or statutory successor without diminution because of the insolvency of the Company. The Reinsurer CEDING COMPANY. B. In the event of insolvency of the CEDING COMPANY, the liquidator, receiver or statutory successor will be liable only for within a reasonable time after the amounts reinsured and will not be or become liable for any amounts or reserves to be held by claim is filed in the Company on policies reinsured under this Agreement. The Authorized Representative will insolvency proceeding, give written notice to the Reinsurer REINSURER of all pending claims against the Company CEDING COMPANY on any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedingsreinsured. While a claim is pending, the Reinsurer REINSURER may investigate such claim and interpose, at its own expense, in the proceedings where the claim is to be adjudicated, any defense or defenses which it may deem available to the Company CEDING COMPANY or the Authorized Representativeits liquidator, receiver or statutory successor. The expense expenses incurred by the Reinsurer REINSURER will be chargeable, subject to court approval, against the Company CEDING COMPANY as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company CEDING COMPANY solely as a result of the defense undertaken by the ReinsurerREINSURER. Where two or more reinsurers are involved participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense expenses will be apportioned in accordance with the terms of the Agreement reinsurance agreement as though such expense expenses had been incurred by the CompanyCEDING COMPANY. C. Any debts or credits, matured or unmatured, liquidated or unliquidated, in favor of or against either the REINSURER or the CEDING COMPANY with respect to this Agreement are deemed mutual debts or credits, as the case may be, and will be offset, and only the balance will be allowed or paid. In If either the event REINSURER or the CEDING COMPANY is under formal insolvency proceedings, this right of insolvency, the Right of Offset afforded under Article 6-1 will remain in full force and effect offset shall be subject to the extent permitted by applicable law. In the event laws 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 state exercising primary jurisdiction over 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 successorproceedings.

Insolvency. 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 jurisdiction of the party's domicile. In the event of the insolvency Ceding Company's insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of the Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor. The reinsurance will be payable by the Reinsurer directly to the Company or to its Authorized Representative, on the basis of the liability of the Ceding Company under the Reinsured Policies annuities reinsured without diminution because of the insolvency of the Ceding Company. The Reinsurer will be liable only for conservator, liquidator, receiver or statutory successor of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement. The Authorized Representative will give the Reinsurer written notice to of the Reinsurer pendency of all pending claims a claim against the Ceding Company on any policies annuity reinsured within a reasonable time after such claims are claim is filed in the insolvency proceedingsproceeding. While a claim is pendingDuring 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 proceedings proceeding where the such claim is to be adjudicated, any defense or defenses which it the Reinsurer may deem available to the Ceding Company or the Authorized Representativeits conservator, liquidator, receiver or statutory successor. The expense thus incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as a part of the expense of conservation or liquidation to the extent of a 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 reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms of the Agreement as though such expense had been incurred by the Company. In the event of the Reinsurer's insolvency, this treaty will terminate, and the Right of Offset afforded under terminal accounting and settlement described in Article 6-1 IX will remain in full force and effect occur. Any payments due the Reinsurer from the Ceding Company pursuant to the extent permitted terms of this Agreement will be made directly to the Reinsurer or its conservator, liquidator, receiver or statutory successor. Any amounts owed by applicable law. In the event Reinsurer to the Ceding Company will be payable without diminution because of the insolvency of the Reinsurer, the Company may cancel this Agreement for new business by promptly providing the Reinsurer, its receiver, rehabilitator, . The conservator, liquidator liquidator, receiver or statutory successor with of the Reinsurer will give the Ceding Company 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 pendency of a recapture due to claim against the Reinsurer on any annuity reinsured within a reasonable time after such claim is filed in the 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 successorproceeding.

Insolvency. A. A party to this Agreement will be deemed "insolvent" insolvent when it: 11.1.1 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 11.1.2 b. Is adjudicated as bankrupt or insolvent; or 11.1.3 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, or similar law or statute; or 11.1.4 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 party's domicile. . B. In the event of the insolvency of the CompanyCEDING COMPANY, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will be payable by the Reinsurer directly to the Company or to its Authorized Representative, on the basis of the liability of the Company under CEDING COMPANY on the Reinsured Policies policies reinsured directly to the CEDING COMPANY or its Authorized Representative without diminution because of the insolvency of the Company. The Reinsurer will be liable only for CEDING COMPANY. C. In the amounts reinsured and will not be or become liable for any amounts or reserves to be held by event of insolvency of the Company on policies reinsured under this Agreement. The CEDING COMPANY, the Authorized Representative will will, within a reasonable time after the claim is filed in the insolvency proceeding, give written notice to the Reinsurer REINSURER of all pending claims against the Company CEDING COMPANY on any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedingsreinsured. While a claim is pending, the Reinsurer REINSURER may investigate such claim and interpose, at its own expense, in the proceedings where the claim is to be adjudicated, any defense or defenses which it may deem available to the Company CEDING COMPANY or the its Authorized Representative. The expense expenses incurred by the Reinsurer REINSURER will be chargeable, subject to court approval, against the Company CEDING COMPANY as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company CEDING COMPANY solely as a result of the defense undertaken by the ReinsurerREINSURER. Where two or more reinsurers are involved participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense expenses will be apportioned in accordance with the terms of the Reinsurance Agreement as though such expense had been incurred by the CompanyCEDING COMPANY. D. Any debts or credits, matured or unmatured, liquidated or unliquidated, in favor of or against either the REINSURER or CEDING COMPANY with respect to this Agreement are deemed mutual debts or credits, as the case may be, and will be offset, and only the balance will be allowed or paid. However, in the event of liquidation, the REINSURER may offset against undisputed amounts which are due and payable to the CEDING COMPANY, only those undisputed amounts due the REINSURER which are not more than one hundred and eighty (180) days past due at the date of the court order of liquidation. E. 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 ReinsurerREINSURER, the Company provisions of Article IX notwithstanding, the CEDING COMPANY may cancel this Agreement for new business by promptly providing recapture immediately all ceded benefits upon written notice to the ReinsurerREINSURER, its receiverliquidator, 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 receiver or statutory successor. The CEDING COMPANY shall also have a claim on the REINSURER for any reinsurance credit amounts including reserves, unearned premiums and other amounts due the CEDING COMPANY on such reinsurance, at the date of recapture.

Insolvency. A party to 1. In the event of insolvency of either the Ceding Company or Reinsurer, any debits or credits due the other party, whether matured or unmatured, under this Agreement will agreement, which exist on the date of the entry of a receivership or liquidation order, shall be deemed "insolvent" when it:mutual debits or credits as the case may be and shall be offset and only the balance shall be allowed or paid. 11.1.1 Applies for or consents 2. In the event of insolvency of the Ceding Company, the reinsurance hereunder of the GMDB benefit shall be payable by Reinsurer directly to the appointment of a receiverCeding Company or its liquidator, rehabilitator, conservator, liquidator receiver or statutory successor (hereinafter referred to as on the Authorized Representative) basis of the liability of the Ceding Company under the Contracts reinsured without diminution because of the insolvency of the Ceding Company. 3. In the event of insolvency of the Ceding Company, the liquidator, receiver or statutory successor will give Reinsurer written notice of any pending claim and Reinsurer may, at its properties or assets; or 11.1.2 Is adjudicated as bankrupt or insolvent; or 11.1.3 Files or consents own expense, investigate the claim and interpose any defense which it deems appropriate to the filing Ceding Company or its liquidator, receiver or statutory successor. If the Ceding Company benefits from the defense by Reinsurer, an equitable share 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 expenses incurred by the insurance code Reinsurer will be chargeable to the Ceding Company as part of the jurisdiction expense of liquidation. 4. The Reinsurer's liability will not increase as a result of the party's domicileinsolvency of the Ceding Company. 5. In the event of the insolvency of Reinsurer as determined by the CompanyIllinois Department of Insurance, the liability of Reinsurer shall not terminate but shall continue with respect to the reinsurance ceded to Reinsurer by the ceding company prior to the date of such insolvency, and the Ceding Company shall have a security interest in any and all sums held by or under deposit in the name of Reinsurer. 6. If the event in paragraph above occurs, Reinsurer shall have the right within [number (#)] days notice period to transfer all new and existing reinsurance made, ceded, renewed or otherwise becoming effective ceded and all rights and obligations under this Agreement will be payable to another reinsurer, subject to approval of the reinsurer by the Reinsurer directly Ceding Company, and upon terms and conditions acceptable to the Company or to its Authorized Representative, on the basis of the liability of the Company under the Reinsured Policies without diminution because of the insolvency of the Ceding Company. The Reinsurer will Ceding Company shall not withhold its approval unreasonably and it is understood that the terms and conditions of this Agreement shall be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will give written notice acceptable to the Reinsurer Ceding Company for purposes of all pending claims against the Company on any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedings. While a claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceedings where the claim is to be adjudicated, any defense or defenses which it may deem available to the Company or the Authorized Representative. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Company as part of the expense of conservation or liquidation 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. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms of the Agreement as though such expense had been incurred by the Companytransfer. In the event of insolvencythat Reinsurer is unable to effect such transfer, 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 upon expiration of the insolvency of the Reinsurer, the Company may cancel this Agreement for applicable notice period all 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 and existing reinsurance in force ceded under this Agreement regardless of the duration the reinsurance has been in force or the amount retained shall terminate and be recaptured 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 successorCeding Company.

Insolvency. 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 jurisdiction of the party's domicile. 9.01 In the event of the Ceding Company’s insolvency and the appointment of a conservator, liquidator, or statutory successor, the Company, all reinsurance made, ceded, renewed portion of any risk or otherwise becoming effective under this Agreement will be payable obligation assumed by the Reinsurer shall be payable to the conservator, liquidator, or statutory successor on the basis of claims allowed against the Ceding 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. Payments by the Reinsurer as set forth in this Section shall be made directly to the Ceding Company or to its Authorized Representativeconservator, on liquidator, or statutory successor, except where the basis contract of insurance or reinsurance specifically provides another payee of such reinsurance in the event of the liability Ceding Company’s insolvency. 9.02 In the event of the Company under Ceding Company’s insolvency, the Reinsured Policies without diminution because of the insolvency of the Company. The Reinsurer will be liable only for the amounts reinsured and will not be conservator, liquidator, or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will statutory successor shall give written notice to of the Reinsurer pendency of all pending claims a claim against the Ceding Company on any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedings. While a claim is pending, the filed. The Reinsurer may investigate such claim and interpose, at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, any defense or defenses which it may deem available to the Ceding Company or the Authorized Representative. its conservator, liquidator, or statutory successor. 9.03 The expense expenses of Section 9.02 incurred by the Reinsurer will shall be chargeable, subject to court approval, against the Ceding Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Ceding Company in conservation or liquidation, solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms of 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 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 1. The portion of any bankruptcyrisk or obligation assumed by ALLSTATE, dissolutionwhen such portion is ascertained, liquidationshall be payable on demand of GLENBROOK at the same time as GLENBROOK shall pay its net retained portion of such risk or obligation, or similar law or statute; or 11.1.4 Becomes and the subject of an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the party's domicile. In the event of the insolvency of the Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will shall be payable by the Reinsurer directly to the Company or to its Authorized Representative, ALLSTATE on the basis of the liability of the Company GLENBROOK under the Reinsured Policies contract or contracts reinsured under this Agreement without diminution because of the insolvency of GLENBROOK. In the Companyevent of insolvency and the appointment of a conservator, liquidator or statutory successor of GLENBROOK, such portion shall be payable to such conservator, liquidator or statutory successor immediately upon demand, on the basis of claims allowed against GLENBROOK by any court of competent jurisdiction or, by any conservator, liquidator, or statutory successor of GLENBROOK having authority to allow such claims, without diminution because of such insolvency or because such conservator, liqidator or statutory successor has failed to pay all or a portion of any claims. The Reinsurer will Payments by ALLSTATE as above set forth shall be liable only for made directly to GLENBROOK or its conservator, liquidator or statutory successor. 2. Further, in the amounts reinsured and will not be event of the insolvency of GLENBROOK, the liquidator, receiver or become liable for any amounts or reserves to be held by statutory successor of the Company on policies reinsured under this Agreement. The Authorized Representative will insolvent GLENBROOK shall give written notice to ALLSTATE of the Reinsurer pendency of all pending claims against an obligation of the Company insolvent GLENBROOK on any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedings. While a claim is pendingPolicy, the Reinsurer whereupon ALLLSTATE may investigate such claim and interpose, interpose at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, any defense or defenses which it may deem available to the Company GLENBROOK or the Authorized Representativeits liquidator or statutory successor. The expense thus incurred by the Reinsurer will ALLSTATE shall be chargeable, subject to court approval, against the Company insolvent GLENBROOK as part of the expense expenses of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company GLENBROOK solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms of 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 successorALLSTATE.

Insolvency. 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 jurisdiction of the party's domicile. In the event of the insolvency of the CompanyRetrocedant, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will shall be payable by the Reinsurer directly to the Company Retrocedant, or to its Authorized Representativeliquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the Reinsured Policies Retrocedant without diminution because of the insolvency of Retrocedant or because the Companyliquidator, receiver, conservator or statutory successor of Retrocedant has failed to pay all or a portion of any claim. The Reinsurer will be liable only for It is agreed, however, that the amounts reinsured and will not be liquidator, receiver, conservator or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will statutory successor of Retrocedant shall give written notice to the Reinsurer Retrocessionaire of all pending claims the pendency of a claim against Retrocedant indicating the Company Reinsurance Contract, which claim would involve a possible liability on any policies reinsured the part of Retrocessionaire within a reasonable time after such claims are claim is filed in the insolvency proceedings. While a claim is pendingconservation or liquidation proceeding or in the receivership, and that during the Reinsurer pendency of such claim, Retrocessionaire may investigate such claim and interpose, at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, adjudicated any defense defence or defenses which defences that it may deem available to the Company Retrocedant or the Authorized Representativeits liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will Retrocessionaire shall be chargeable, subject to court approvalthe approval of the court, against the Company Retrocedant as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company Retrocedant solely as a result of the defense defence undertaken by the ReinsurerRetrocessionaire. Where two As to all reinsurance made, ceded, renewed or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claimotherwise becoming effective under this Agreement, the expense will reinsurance shall be apportioned payable as set forth above by Retrocessionaire to Retrocedant or to its liquidator, receiver, conservator or statutory successor, except (i) where the Reinsurance Contracts specifically provide another payee in accordance with the terms of 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 Retrocedant, and (ii) where Retrocessionaire, with 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 consent of the cancellation effective reinsured or reinsureds under the date on which the Reinsurer's insolvency is established by the authority responsible for Reinsurance Contracts, has assumed such determination. Any requirement for a notification period prior Reinsurance Contract obligations of Retrocedant as direct obligations of Retrocessionaire to the cancellation payees under such Reinsurance Contracts and in substitution for the obligations of the Agreement would not apply under Retrocedant to such circumstancespayees. In additionFor the purposes of this Section, the Company may provide the Reinsurer, its receiver, rehabilitator, conservator, liquidator or statutory successor with written notice "insolvency 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.Retrocedant" shall occur if:

Insolvency. 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 jurisdiction of the party's domicile. In the event of that the insolvency of the CompanyCeding Company is deemed insolvent, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement death claims payable hereunder will be payable by the Reinsurer directly to the Company Ceding Company, its liquidator, receiver or to its Authorized Representativestatutory successor, on the basis of the liability of the Company under the Reinsured Policies without diminution because of the insolvency of the Ceding Company. The Reinsurer will be liable only for It is understood, however, that in the amounts reinsured and will not be event of such insolvency, the liquidator, receiver or become liable for any amounts or reserves to be held by statutory successor of the Ceding Company on policies reinsured under this Agreement. The Authorized Representative will give written notice to the Reinsurer of all pending claims the pendency of a death claim against the Ceding Company on any policies a risk reinsured hereunder within a reasonable time after such claims are death claim is filed in the insolvency proceedingsproceeding. While Such notice will indicate the policy reinsured and whether the death claim could involve a claim is pendingpossible liability on the part of the Reinsurer. During the pendency of such claim, the Reinsurer may investigate such death claim and interpose, at its own expense, in the proceedings proceeding where the such death claim is to be adjudicated, any defense or defenses which it may deem available to the Company Ceding Company, its liquidator, receiver or statutory successor. It is further understood that the Authorized Representative. The expense thus incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as part of the expense of conservation or liquidation to the extent of a proportionate 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 reinsurers are involved participating in the same death claim and a majority in interest elect (determined with respect to shares of net amount at risk) elects to interpose a defense or defenses to any such death claim, the expense will be apportioned among the reinsurers in accordance with the terms same proportion that the reinsurer's net liability bears to the sum of the Agreement as though such expense had been incurred by the Company. In the event net liability 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 reinsurers on the policies reinsured hereunder. The effective insured's 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 successordeath.

Insolvency. 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 Representativea) 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 jurisdiction of the party's domicile. In the event of the insolvency of the CompanyRetrocedant, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will shall be payable by the Reinsurer directly to the Company Retrocedant, or to its Authorized Representativeliquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the Reinsured Policies Retrocedant without diminution because of the insolvency of Retrocedant or because the Company. The Reinsurer will be liable only for liquidator, receiver, conservator or statutory successor of Retrocedant has failed to pay all or a portion of any claim. (b) It is agreed, however, that the amounts reinsured and will not be liquidator, receiver, conservator or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will statutory successor of Retrocedant shall give written notice to Retrocessionaire of the Reinsurer pendency of all pending claims a claim against Retrocedant indicating the Company Reinsurance Contract, which claim would involve a possible liability on any policies reinsured the part of Retrocessionaire within a reasonable time after such claims are claim is filed in the insolvency proceedings. While a claim is pendingconservation or liquidation proceeding or in the receivership, and that during the Reinsurer pendency of such claim, Retrocessionaire may investigate such claim and interpose, at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, adjudicated any defense or defenses which that it may deem available to the Company Retrocedant or the Authorized Representativeits liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will Retrocessionaire shall be chargeable, subject to court approvalthe approval of the court, against the Company Retrocedant as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company Retrocedant solely as a result of the defense undertaken by the Reinsurer. Where two Retrocessionaire. (c) As to all reinsurance made, ceded, renewed or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claimotherwise becoming effective under this Agreement, the expense will reinsurance shall be apportioned payable as set forth above by Retrocessionaire to Retrocedant or to its liquidator, receiver, conservator or statutory successor, except (1) where the Reinsurance Contract specifically provides for another payee in accordance with the terms of 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 Retrocedant, and (2) where Retrocessionaire, with 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 consent of the cancellation effective reinsured or reinsureds under the date on which Reinsurance Contract, has assumed the Reinsurer's insolvency is established by the authority responsible for such determination. Any requirement for a notification period prior Reinsurance Contract obligations of Retrocedant as direct obligations of Retrocessionaire to the cancellation payees under the Reinsurance Contract and in substitution for the obligations of the Agreement would not apply under Retrocedant to 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 successorpayees.

Insolvency. 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 jurisdiction of the party's domicile1. In the event of the insolvency of the Ceding Company, all reinsurance madethe liquidator, ceded, renewed receiver or otherwise becoming effective under this Agreement will be payable by the statutory successor shall give Reinsurer directly to the Company or to its Authorized Representative, on the basis written notice of the liability pendency of the Company under the Reinsured Policies without diminution because of the insolvency of the Company. The Reinsurer will be liable only for the amounts a claim on a policy reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will give written notice to the Reinsurer of all pending claims against the Company on any policies reinsured hereunder within a reasonable time after such claims are claim is filed in the insolvency proceedingsproceeding. While a claim is pendingDuring the pendancy of any such claim, the Reinsurer may investigate such claim and interposeinterpose in the name of the Ceding Company (its liquidator, receiver or statutory successor), but at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, any defense or defenses which it Reinsurer may deem available to the Ceding Company or its liquidator, receiver or statutory successor. 2. In the Authorized Representativeevent of insolvency of the Ceding Company, the liquidator, receiver or statutory successor shall give Reinsurer written notice of the pendency of a claim on a policy reinsured hereunder within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claim, Reinsurer may investigate such claim and interpose in the name of the Ceding Company (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 which Reinsurer may deem available to the Ceding Company or its liquidator, receiver or statutory successor. 3. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approval, against the Ceding Company as part of the expense of conservation or liquidation to the extent of a 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 reinsurers are involved participating in the same claim and a majority in interest elect elects to interpose a defense or defenses to any such claim, the expense will shall be apportioned in accordance with the terms of the Agreement respective reinsurance agreements as though such expense had been incurred by the Ceding Company. 4. 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 ReinsurerCEDING COMPANY, the Company may cancel arbitration provisions of this Agreement for new business by promptly providing agreement shall also be subject to the Reinsurer, its receiver, rehabilitator, conservator, liquidator or statutory successor with written notice laws 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 State 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 successorColorado.

Insolvency. 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 jurisdiction of the party's domicile. 12.01 In the event of the Ceding Company's insolvency and the appointment of a conservator, liquidator, or statutory successor, the Company, all reinsurance made, ceded, renewed portion of any risk or otherwise becoming effective under this Agreement will be payable obligation assumed by the Reinsurer shall be payable to the conservator, liquidator, or statutory successor on the basis of claims allowed against the Ceding 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. Payments by the Reinsurer as set forth in this Section shall be made directly to the Ceding Company or to its Authorized Representativeconservator, on liquidator, or statutory successor. 12.02 In the basis event of the liability of Ceding Company's insolvency, the Company under the Reinsured Policies without diminution because of the insolvency of the Company. The Reinsurer will be liable only for the amounts reinsured and will not be conservator, liquidator, or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will statutory successor shall give written notice to of the Reinsurer pendency of all pending claims a claim against the Ceding Company on any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedings. While a claim is pending, the filed. The Reinsurer may investigate such claim and interpose, at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, any defense or defenses which it may deem available to the Ceding Company or the Authorized Representative. its conservator, liquidator, or statutory successor. 12.03 The expense expenses incurred by the Reinsurer will shall be chargeable, subject to court approval, against the Ceding Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Ceding Company in conservation or liquidation, solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense or defenses to such this claim, the expense will shall be apportioned in accordance with the terms of the Agreement shared as though such expense had been incurred by the Ceding 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. . 12.04 In the event of the insolvency Reinsurer's insolvency, the Ceding Company may cancel the Agreement for future new business and will notify the Reinsurer in writing of its intent. The parties agree to waive the notification period for this cancellation, and the effective date will be no earlier than the effective date of the Reinsurer's insolvency. Upon giving written notice to the Reinsurer, the Ceding Company may cancel this Agreement for new business by promptly providing the Reinsurer, its receiver, rehabilitator, conservator, liquidator or statutory successor with written notice also recapture all of the cancellation effective the date on which the Reinsurer's insolvency is established inforce business reinsured by the authority responsible for such determination. Any requirement for a notification period prior to the cancellation of the Agreement would not apply Reinsurer under such circumstancesthis Agreement. In additionthe event the Ceding Company exercises this recapture option, 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 hereunderArticle 9 Recapture will apply. 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 determinationReinsurance Treaty No. Any Recapture Fee applicable will be mutually agreed upon by the Company and the Reinsurer, its rehabilitator, conservator, liquidator or statutory successor.GMDB200210 Effective 10/01/2002

Insolvency. 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 jurisdiction of the party's domicile. In the event of the insolvency of the Ceding Company, payments due the Ceding Company on all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will shall be payable by the Reinsurer directly to the Company or to its Authorized Representative, on the basis of claims filed and allowed in the liability of the Company liquidation proceeding under the Reinsured Policies without diminution because of the insolvency of the Ceding Company. The , either directly to the Ceding Company or to its domiciliary liquidator, receiver or statutory successor, except where the Reinsurer, with the consent of the Policyholder and in conformity with Applicable Law, has assumed the Ceding Company’s obligations as direct obligations of the Reinsurer will be liable only to the payees under the Reinsured Policies and in substitution for the amounts reinsured and will not be obligations of the Ceding Company to the payees. It is understood, however, that in the event of the insolvency of the Ceding Company, the liquidator or become liable for any amounts receiver or reserves to be held by statutory successor of the Ceding Company on policies reinsured under this Agreement. The Authorized Representative will shall give written notice to the Reinsurer of all pending claims any impending Claim against the Ceding Company on any policies reinsured a Reinsured Policy within a reasonable period of time after such claims are Claim is filed in the insolvency proceedings. While a claim is pending, proceedings and that during the pendency of such Claim the Reinsurer may investigate such claim and interposemay, at its own expense, investigate such Claim and interpose, in the proceedings proceeding where the claim such Claim is to be adjudicated, adjudicated any defense or defenses which it may deem available to the Ceding Company or its liquidator or receiver or statutory successor. It is further understood that the Authorized Representative. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approval, against the Ceding Company as part of the expense of conservation or liquidation to the extent of a 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 reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms of 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 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 jurisdiction of the party's domicile. 14.01 In the event of the Ceding Company's insolvency and the appointment of a conservator, liquidator, or statutory successor, the Company, all reinsurance made, ceded, renewed portion of any risk or otherwise becoming effective under this Agreement will be payable obligation assumed by the Reinsurer shall be payable to the conservator, liquidator, or statutory successor on the basis of claims allowed against the Ceding 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. Payments by the Reinsurer as set forth in this Section shall be made directly to the Ceding Company or to its Authorized Representativeconservator, on liquidator, or statutory successor, except where the basis contract of insurance or reinsurance specifically provides another payee of such reinsurance in the event of the liability Ceding Company's insolvency. 14.02 In the event of the Company under Ceding Company's insolvency, the Reinsured Policies without diminution because of the insolvency of the Company. The Reinsurer will be liable only for the amounts reinsured and will not be conservator, liquidator, or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will statutory successor shall give written notice to of the Reinsurer pendency of all pending claims a claim against the Ceding Company on any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedings. While a claim is pending, the filed. The Reinsurer may investigate such claim and interpose, at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, any defense or defenses which it may deem available to the Ceding Company or the Authorized Representative. its conservator, liquidator, or statutory successor. 14.03 The expense expenses incurred by the Reinsurer will shall be chargeable, subject to court approval, against the Ceding Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Ceding Company in conservation or liquidation, solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense or defenses to such this claim, the expense will shall be apportioned in accordance with the terms of the Agreement shared as though such expense had been incurred by the Ceding 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 party to 1. For the purpose of this Agreement will Agreement, the CEDING COMPANY or the REINSURER shall 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) determined by laws of its properties or assets; ordomiciliary state. 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 jurisdiction of the party's domicile2. In the event of the insolvency of the CompanyCEDING COMPANY, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will shall be payable by the Reinsurer REINSURER directly to the Company CEDING COMPANY or to its Authorized Representativeliquidator, receiver or statutory successor on the basis of the liability of the Company CEDING COMPANY under the Reinsured Policies reinsured without diminution because of the insolvency of the CompanyCEDING COMPANY. 3. The Reinsurer will be liable only for CEDING COMPANY'S receiver, liquidator, or statutory successor shall give the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will give REINSURER written notice to of the Reinsurer pendency of all pending claims a claim against the Company CEDING COMPANY on any policies the Policy reinsured within a reasonable time after such claims are claim is filed in the insolvency proceedingsproceeding. While a claim is pendingDuring the pendency of such claim, the Reinsurer REINSURER may investigate such claim and interpose, at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, any defense or defenses which it the REINSURER may deem available to the Company CEDING COMPANY, or the Authorized Representativeits receiver, liquidator or statutory successor. 4. The Any expense incurred by the Reinsurer will REINSURER pursuant to Section H paragraph 3, above, shall be chargeable, payable subject to court approval, against approval out of the Company estate of the CEDING COMPANY as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company CEDING COMPANY in liquidation, solely as a result of the defense undertaken by the ReinsurerREINSURER. Where two or more reinsurers are involved participating in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will shall be apportioned in accordance with the terms of the this 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 lawCEDING COMPANY. 5. In the event of the insolvency of the ReinsurerREINSURER, the Company CEDING COMPANY may, at its option, recapture all reinsurance in force under this Agreement pursuant to section E paragraph 7, or may cancel this Agreement for with respect to new business by promptly providing the ReinsurerREINSURER, its receiver, rehabilitator, conservatorreceiver, liquidator or statutory successor with written notice of the cancellation effective the date on which the Reinsurer's 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. 1. In additionThe CEDING COMPANY and the REINSURER each acknowledges its responsibility for independently forming its own conclusions regarding: (a) the compliance of this Agreement with the laws and regulations of any particular state or jurisdiction; (b) the statutory or other accounting impact of this Agreement on the CEDING COMPANY'S and the REINSURER'S financial statements, and (c) the tax impact of this Agreement on the CEDING COMPANY and the REINSURER. 2. Unless otherwise explicitly provided for herein, the Company may provide CEDING COMPANY and 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 REINSURER shall each 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 solely responsible for such determination. Any Recapture Fee applicable will be mutually agreed upon by determining and discharging any state or federal income tax liability resulting from this Agreement, including any tax liability resulting from the Company and the Reinsurer, its rehabilitator, conservator, liquidator or statutory successorinitial monetary transactions.

Insolvency. 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 jurisdiction of the party's domicile15.1. In the event of the insolvency of the CompanyCeding Company or its successor in interest, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will shall be payable by the Reinsurer directly to the Company Ceding Company, or directly to its Authorized Representativeliquidator, receiver, conservator or statutory successor, on the basis of the liability of the Ceding Company under the Reinsured Policies without diminution because of the insolvency of the CompanyCeding 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 Reinsurer will be liable only for It is agreed, however, that the amounts reinsured and will not be liquidator, receiver, conservator or become liable for any amounts or reserves to be held by statutory successor of the Ceding Company on policies reinsured under this Agreement. The Authorized Representative will shall give written notice to the Reinsurer of all pending claims the pendency of the claim against the Ceding Company indicating the policy or bond reinsured which claim would involve a possible liability on any policies reinsured the part of the Reinsurer within a reasonable time after such claims are claim is filed in the insolvency proceedings. While a claim is pendingconservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate investigate, such claim and interpose, interpose at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, adjudicated any defense or defenses which that it may deem available to the Ceding Company or the Authorized Representativeits liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the court, against the Ceding Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. 15.2. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will The Reinsurance shall be apportioned in accordance with the terms of the Agreement as though such expense had been incurred payable by the Company. In the event of insolvency, the Right of Offset afforded under Article 6-1 will remain in full force and effect Reinsurer to the extent permitted by applicable law. In Ceding Company or to its liquidator, receiver, conservator or statutory successor, except (a) where the policy specifically provided another payee of such reinsurance in the event of the insolvency of the Reinsurer, Ceding Company and (b) where the Company may cancel this Agreement for new business by promptly providing Reinsurer with the Reinsurer, its receiver, rehabilitator, conservator, liquidator or statutory successor with written notice consent of the cancellation effective direct insured or insureds has assumed such policy obligations of the date on which Ceding Company as direct obligations of the Reinsurer's insolvency is established by the authority responsible for such determination. Any requirement for a notification period prior Reinsurer to the cancellation payees under such policies and in substitution for the obligations of the Agreement would not apply under Ceding Company to 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 successorpayees.

Insolvency. A party to For the purpose of this Agreement will Agreement, NLV or shall be deemed "insolvent" insolvent when it: 11.1.1 Applies 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 11.1.2 Is b. makes an assignment for the benefit of its creditors; or c. is adjudicated as bankrupt or insolvent; or 11.1.3 Files d. 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, dissolution or liquidation, or similar law or statute; or 11.1.4 Becomes e. becomes the subject of an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the party's domiciledomicile of NLV or , as the case may be. In the event of the insolvency of the Companyeither NLV or , all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will be payable by the Reinsurer directly to the Company or to its Authorized Representative, on the basis of the liability of the Company under the Reinsured Policies without diminution because of the insolvency of the Company. The Reinsurer will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves owed by NLV to and by to NLV with respect to this agreement shall be held by offset and only the Company on policies reinsured under this Agreement. The Authorized Representative will give written notice to the Reinsurer of all pending claims against the Company on any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedings. While a claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceedings where the claim is to balance shall be adjudicated, any defense or defenses which it may deem available to the Company or the Authorized Representative. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Company as part of the expense of conservation or liquidation 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. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms of 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 lawpaid. In the event of the insolvency of the ReinsurerNLV, the Company reinsurance obligations under this Agreement shall be payable by directly to NLV, its liquidator, rehabilitator, conservator or statutory successor, immediately upon demand, with reasonable provision for verification on the basis of the claims allowed against NLV by any court of competent jurisdiction or by any rehabilitator, conservator, liquidator, or statutory successor having authority to allow such claims without diminution because of the insolvency of NLV, or because the rehabilitator, conservator, liquidator or statutory successor has failed to pay all or a portion of any claims. In the event of the insolvency of , NLV may cancel this Agreement for new business by promptly providing the Reinsurer, its receiver, rehabilitator, conservator, liquidator liquidator, or statutory successor with written notice of the cancellation effective the date on which the Reinsurer's ’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 NLV may provide the Reinsurer, its receiver, rehabilitator, conservator, liquidator liquidator, or statutory successor with 90 days written notice of its intent to recapture recapture, at a market value acceptable to NLV and ’s rehabilitator, conservator, liquidator, or statutory successor, all reinsurance in force under this Agreement Agreement, except for amounts which retrocedes to another party, regardless of the duration the reinsurance has been in force or the amount retained by the Company on the policies reinsured hereunderforce. 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 ’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 party (A) On the occurrence of the insolvency in respect of Retrocedant, this reinsurance shall be payable directly to this Agreement will be deemed "insolvent" when it: 11.1.1 Applies for Retrocedant, or consents to the appointment of a its liquidator, receiver, rehabilitator, conservator, liquidator conservator 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 jurisdiction of the party's domicile. In the event of the insolvency of the Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will be payable by the Reinsurer directly to the Company or to its Authorized Representative, on the basis of the liability of the Company under the Reinsured Policies Retrocedant without diminution because of the insolvency of Retrocedant or because the Company. The Reinsurer will be liable only for liquidator, receiver, conservator or statutory successor of Retrocedant has failed to pay all or a portion of any claim. (B) It is agreed, however, that the amounts reinsured and will not be liquidator, receiver, conservator or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will statutory successor of Retrocedant shall give written notice to Retrocessionaire of the Reinsurer pendency of all pending claims a claim against Retrocedant indicating the Company Reinsurance Contract, which claim would involve a possible liability on any policies reinsured the part of Retrocessionaire within a reasonable time after such claims are claim is filed in the insolvency proceedings. While a claim is pendingconservation or liquidation proceeding or in the receivership, and that during the Reinsurer pendency of such claim, Retrocessionaire may investigate such claim and interpose, at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, adjudicated any defense or defenses which that it may deem available to the Company Retrocedant or the Authorized Representativeits liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will Retrocessionaire shall be chargeable, subject to court approvalthe approval of the court, against the Company Retrocedant as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company Retrocedant solely as a result of the defense undertaken by the Reinsurer. Where two Retrocessionaire. (C) As to all reinsurance made, ceded, renewed or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claimotherwise becoming effective under this Agreement, the expense will reinsurance shall be apportioned in accordance with the terms of the Agreement payable as though such expense had been incurred set forth above by the Company. In the event of insolvencyRetrocessionaire to Retrocedant or to its liquidator, 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 conservator or statutory successor, except (i) where the Reinsurance Contracts specifically provide another payee on the occurrence of an Insolvency Event in respect of Retrocedant, and (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 substitution for the obligations of the Retrocedant to such payees. (D) For the purposes of this Section 16, an Insolvency Event shall occur if: (i) a winding up petition is presented in respect of Retrocedant or a provisional liquidator is appointed over it or if Retrocedant goes into administration, administrative receivership or receivership or if Retrocedant has a scheme of arrangement or voluntary arrangement proposed in relation to all or any part of its affairs; or (ii) Retrocedant goes into compulsory or voluntary liquidation; or, in each case, if Retrocedant becomes subject to any other similar insolvency process (whether under the laws of England and Wales or elsewhere); and (iii) Retrocedant is unable to pay its debts as and when they fall due within the meaning of section 123 of the Insolvency Xxx 0000 (or any statutory amendment or re-enactment of that section).

Insolvency. A party Insolvency, for purposes of this Article, is defined to this Agreement will be deemed "insolvent" when it: 11.1.1 Applies be: (a) the filing of a voluntary or involuntary petition for liquidation by or consents to on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, rehabilitator, conservator, liquidator or statutory successor (hereinafter referred to as conserve or administer the Authorized Representative) of its Ceding Company 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 jurisdiction of the party's domicile. In the event of the insolvency Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of the Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer directly to the Company or to its Authorized Representative, on the basis of the liability of the Ceding Company under the Reinsured Policies Annuities without diminution because of the insolvency of the Ceding Company. The Reinsurer will be liable only for conservator, liquidator, receiver or statutory successor of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement. The Authorized Representative will give the Reinsurer written notice to of the Reinsurer pendency of all pending claims a claim against the Ceding Company on any policies annuity reinsured within a reasonable time after such claims are claim is filed in the insolvency proceedingsproceeding. While a claim is pendingDuring 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 proceedings proceeding where the such claim is to be adjudicated, any defense or defenses which it the Reinsurer may deem available to the Ceding Company or the Authorized Representative. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Company as part of the expense of conservation or liquidation 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. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms of 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 additionliquidator, 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 receiver or statutory successor.. #115110 24 12/30/2008

Insolvency. 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 jurisdiction of the party's domicile. A. In the event of the insolvency of the CompanyCEDING COMPANY, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will be payable by the Reinsurer directly to the Company or to its Authorized Representative, on the basis of the liability of the Company under CEDING COMPANY on the Reinsured Policies policies reinsured directly to the CEDING COMPANY or its liquidator, receiver or statutory successor without diminution because of the insolvency of the Company. The Reinsurer will be liable only for CEDING COMPANY. B. In the amounts reinsured and will not be event of insolvency of the CEDING COMPANY, the liquidator, receiver or become liable for any amounts or reserves to be held by statutory successor will, within a reasonable time after the Company on policies reinsured under this Agreement. The Authorized Representative will claim is filed in the insolvency proceeding, give written notice to the Reinsurer REINSURER of all pending claims against the Company on CEDING COMPANY or any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedingscontracts reinsured. While a claim is pending, the Reinsurer REINSURER may investigate such claim and interpose, at its own expense, in the proceedings where the claim is to be adjudicated, any defense or defenses which it may deem available to the Company CEDING COMPANY or the Authorized Representativeits liquidator, receiver or statutory successor. The expense expenses incurred by the Reinsurer REINSURER will be chargeable, subject to court approval, against the Company CEDING COMPANY as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company CEDING COMPANY solely as a result of the defense undertaken by the ReinsurerREINSURER. Where two or more reinsurers are involved participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense expenses will be apportioned in accordance with the terms of the Reinsurance Agreement as though such expense had been incurred by the CompanyCEDING COMPANY. C. Any debts or credits, matured or unmatured, liquidated or unliquidated, in favor of or against either the REINSURER or CEDING COMPANY with respect to this Agreement are deemed mutual debts or credits, as the case may be, and will be offset, and only the balance will be allowed or paid. However, in the event of liquidation, the REINSURER may offset against undisputed amounts which are due and payable to the CEDING COMPANY, only those undisputed amounts due the REINSURER which are not more than one-hundred-eighty (180) days past due at the date of the court order of liquidation. D. 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 ReinsurerREINSURER, the Company CEDING COMPANY may cancel this Agreement for new business by promptly providing recapture immediately all ceded benefits upon written notice to the ReinsurerREINSURER, its receiverliquidator, 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 receiver or statutory successor.. The CEDING COMPANY shall also have a claim on the REINSURER for any reinsurance credit amounts including reserves, unearned premiums and other amounts due the CEDING COMPANY on such reinsurance, at the date of recapture. Hartford Life and Annuity, Agreement No. 2000-25-DB Effective October 1, 2000

Insolvency. A party to this Agreement will be deemed "insolvent" when it: 11.1.1 Applies for or consents to (a) In the event of insolvency and the appointment of a receiverconservator, 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 jurisdiction of the party's domicile. In the event of the insolvency of the Company, all reinsurance made, ceded, renewed the portion of any risk or otherwise becoming effective under this Agreement will be payable obligation assumed by the Reinsurer directly hereunder shall be payable, subject to Sections 9.01(a), 9.01(b) and 10.01(b), by the Reinsurer to the Company conservator, rehabilitator, liquidator, receiver or to its Authorized Representativestatutory successor of the Company, on the basis of the liability of the Company under the Reinsured Policies Covered Policies, without diminution because of that insolvency, or because the conservator, rehabilitator, liquidator, receiver or statutory successor has failed to pay all or a portion of any claims, directly to the Payees as their interest may appear. (b) Payments by the Reinsurer as set forth above shall be made directly to the Company or to its conservator, rehabilitator, liquidator, receiver or statutory successor, except where payment is made pursuant to Section 9.01. In the event that a Payee submits a claim to the Company’s conservator, rehabilitator, liquidator, receiver or statutory successor, the Reinsurer shall have the right to, in lieu of making a payment to such conservator, rehabilitator, liquidator, receiver or statutory successor, make a payment on the claim directly to the Payee pursuant to Section 9.01 of this Agreement. Any such payment by the Reinsurer shall discharge the Reinsurer from its related payment obligation under the subject Covered Policy. For the avoidance of doubt, the Payees are specified payees of the reinsurance under this Agreement in the event of the insolvency of the Company. The Reinsurer will be liable only for , as permitted by Section 1308(a)(2)(B)(i) of the amounts reinsured and will not be New York Insurance Law. (c) In the event of the insolvency of the Company, the rehabilitator, liquidator, receiver, conservator or become liable for any amounts or reserves to be held by statutory successor of the Company on policies reinsured under this Agreement. The Authorized Representative will shall give written notice to the Reinsurer of all pending claims the pendency of a claim against the insolvent Company on any policies reinsured each Covered Policy within a reasonable time after such claims are claim is filed in the insolvency proceedings. While a claim is pendingproceeding, and during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, adjudicated any defense or defenses which it may deem available to the Company or the Authorized Representativeits rehabilitator, liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approval, against the insolvent Company as part of the expense of conservation liquidation or liquidation rehabilitation to the extent of a proportionate the 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 reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms of 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 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 jurisdiction of the party's domicile. In the event of the insolvency insolvency, liquidation or rehabilitation of the Ceding Company or the appointment of a liquidator, receiver or statutory successor of the Ceding Company, all the reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will coverage provided hereunder shall be payable by the Reinsurer directly to the Ceding Company or to its Authorized Representativeliquidator, receiver or statutory successor, on the basis of the liability of the Ceding Company under for the Reinsured Policies Policy Liabilities without diminution because of such insolvency, liquidation, rehabilitation or appointment or because such liquidator, receiver or statutory successor has failed to pay any or a portion of any claims. In any such event, the insolvency reinsurance being provided hereunder shall be payable immediately upon demand, with reasonable provision for verification, on the basis of claims allowed against the Ceding Company by any court of competent jurisdiction or by any liquidator, receiver or statutory successor. In any such event, the liquidator, receiver or statutory successor of the Company. The Reinsurer will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement. The Authorized Representative will shall give written notice to the Reinsurer of all pending claims the pendency of each claim against the Ceding Company on any policies reinsured with respect to such Policy Liabilities within a reasonable time after each such claims are claim is filed in the insolvency proceedingsinsolvency, liquidation or rehabilitation proceeding. While a claim is pendingDuring the pendency of any such claims, the Reinsurer may investigate such claim and interposemay, at its own expense, investigate such claim and interpose in the proceedings where the proceeding in which such claim is to be adjudicated, adjudicated any defense or defenses defenses, which it the Reinsurer may reasonably deem available to the Ceding Company or the Authorized Representativeits liquidator, receiver or statutory successor. The expense expenses incurred in connection therewith by the Reinsurer will shall be chargeable, subject to court approval, against the Ceding Company as part of the expense of conservation such insolvency, liquidation or liquidation rehabilitation to the extent of a proportionate share of the benefit any benefit, which may accrue accrues to the Company Ceding Company, solely as a result of the defense or defenses undertaken by the Reinsurer. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms of 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 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 jurisdiction of the party's domicile. In the event of the insolvency of the CompanyReinsured, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will shall be payable by the Reinsurer directly to the Company Reinsured, or to its Authorized Representativeliquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the Reinsured Policies without diminution because of the insolvency of the CompanyReinsured or because the liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion of any claim. The Reinsurer will be liable only for It is agreed, however, that the amounts reinsured and will not be liquidator, receiver, conservator or become liable for any amounts or reserves to be held by statutory successor of the Company on policies reinsured under this Agreement. The Authorized Representative will Reinsured shall give written notice to the Reinsurer of all pending claims the pendency of a claim against the Company Reinsured indicating the Policy or bond reinsured, which claim would involve a possible liability on any policies reinsured the part of the Reinsurer within a reasonable time after such claims are claim is filed in the insolvency proceedings. While a claim is pendingconservation 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 their own expense, in the proceedings proceeding where the such claim is to be adjudicated, adjudicated any defense or defenses which it defense(s) that they may deem available to the Company Reinsured or the Authorized Representativeits liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the court, against the Company Reinsured as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company Reinsured solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers Reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will shall be apportioned in accordance with the terms of the Agreement reinsurance Contract as though such expense had been incurred by the CompanyReinsured. In the event of insolvencyAs to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the Right of Offset afforded under Article 6-1 will remain in full force and effect reinsurance shall be payable as set forth above by the Reinsurer to the extent permitted by applicable law. In Reinsured or to its liquidator, receiver, conservator or statutory successor, except (1) where the Agreement specifically provides another payee in the event of the insolvency of the Reinsurer, the Company may cancel this Agreement for new business by promptly providing Reinsured; and (2) where the Reinsurer, its receiver, rehabilitator, conservator, liquidator or statutory successor with written notice the consent of the cancellation effective direct insured(s), have assumed such Policy obligations of the date on which Reinsured as direct obligations of the Reinsurer's insolvency is established by the authority responsible for such determination. Any requirement for a notification period prior Reinsurer to the cancellation payees under such policies and in substitution for the obligations of the Agreement would not apply Reinsured to such payees. Then, and in that event only, the Reinsured is entirely released from its obligation and the Reinsurers pay any loss directly to payees 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 successorPolicy.

Insolvency. 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 jurisdiction of the party's domicile. A. In the event of the insolvency of the CompanyCEDING COMPANY, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will shall be payable by the Reinsurer directly to the Company CEDING COMPANY, or to its Authorized Representativeliquidator, receiver, conservator or statutory successor immediately upon demand on the basis of the liability of the Company under the Reinsured Policies CEDING COMPANY without diminution because of the insolvency of the CompanyCEDING 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 Reinsurer will be liable only for It is agreed, however, that the amounts reinsured and will not be liquidator, receiver, conservator or become liable for any amounts or reserves to be held by statutory successor of the Company on policies reinsured under this Agreement. The Authorized Representative will CEDING COMPANY shall give written notice to the Reinsurer REINSURER of all pending claims the pendency of a claim against the Company CEDING COMPANY which would involve a possible liability on any policies reinsured the part of the REINSURER, indicating the policy or bond reinsured, within a reasonable time after such claims are claim is filed in the insolvency proceedingsconservation or liquidation proceeding or in the receivership. While a It is further agreed that during the pendency of such claim is pending, the Reinsurer REINSURER may investigate such claim and interpose, at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company CEDING COMPANY or the Authorized Representativeits liquidator, receiver, conservator, or statutory successor. The expense thus incurred by the Reinsurer will REINSURER shall be chargeable, subject to court approvalthe approval of the Court, against the Company CEDING COMPANY as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company CEDING COMPANY solely as a result of the defense undertaken by the Reinsurer. REINSURER. B. Where two or more reinsurers Reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will shall be apportioned in accordance with the terms of the Agreement as though such expense had been incurred by the Company. In CEDING COMPANY. C. The reinsurance shall be payable by the event of insolvency, the Right of Offset afforded under Article 6-1 will remain in full force and effect REINSURER to the extent permitted by applicable law. In the event of the insolvency of the ReinsurerCEDING COMPANY or to its liquidator, 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., except where the REINSURER with the consent of the direct insured or insureds has voluntarily assumed such policy obligations of the CEDING COMPANY as direct obligations of the REINSURER to the payees under such policies and in substitution for the obligations of the CEDING COMPANY to the payees. [redacted]

Insolvency. 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 jurisdiction of the party's domicile. In the event of the declared insolvency of the CompanyReinsured, all and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will be payable by the Reinsurer immediately upon demand, with reasonable provision for verification, directly to the Company Reinsured or to its Authorized Representativedomiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Company under the Reinsured Policies without diminution because of the insolvency of the CompanyReinsured or because the liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion of any claim. The Reinsurer will be liable only for Every liquidator, receiver, conservator or statutory successor of the amounts reinsured and will not be Reinsured or become liable for any amounts guaranty fund or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative association will give written notice to the Reinsurer of all pending claims against the Company pendency of a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on any policies reinsured 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 claims are the claim is filed in the insolvency proceedingsconservation, liquidation, receivership or other proceeding. While a claim is pendingDuring the pendency of any claim, the Reinsurer may investigate such claim the same and interpose, at its own expense, in the proceedings proceeding where the that claim is to be adjudicated, any defense or defenses which that it may deem available to the Company Reinsured, to its contract owner, or to any liquidator, receiver or statutory successor of the Authorized RepresentativeReinsured or guaranty fund or association. The expense expenses thus incurred by the Reinsurer will be chargeable, subject to court approvalapproval of the applicable court, against the Company Reinsured as part of the expense of conservation or liquidation to the extent of a proportionate 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 or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense This reinsurance will be apportioned in accordance with the terms of 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 payable directly to the extent permitted by applicable law. In Reinsurer to the event of the insolvency of the ReinsurerReinsured or to its domiciliary liquidator, 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 conservator or statutory successor, except as expressly required otherwise by applicable insurance law.

Insolvency. A party to this Agreement will A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be deemed "insolvent" when it: 11.1.1 Applies for or consents to payable on demand of the appointment of a receiver, rehabilitator, conservator, liquidator or statutory successor (hereinafter referred to Ceding Company at the same time as the Authorized Representative) Ceding Company shall pay its net retained portion of its properties such risk or assets; or 11.1.2 Is adjudicated as bankrupt or insolvent; or 11.1.3 Files or consents to obligation, and 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 reinsurance shall be payable by the insurance code Reinsurer on the basis of the jurisdiction liability of the party's domicileCeding Company under the Policies without diminution because of the insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company and the appointment of a conservator, liquidator or statutory successor of the Ceding Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will such portion shall be payable by the Reinsurer directly to the Company such conservator, liquidator or to its Authorized Representativestatutory successor immediately upon demand, on the basis of claims allowed against the liability Ceding Company by any court of competent jurisdiction or, by any conservator, liquidator or statutory successor of the Ceding Company under the Reinsured Policies having authority to allow such claims, without diminution because of such insolvency or because such conservator, liquidator or statutory successor has failed to pay all or a portion of any claims. Payments by the Reinsurer as above set forth shall be made directly to the Ceding Company or its conservator, liquidator or statutory successor. B. Further, in the event of the insolvency of the Ceding Company. The Reinsurer will be liable only for , the amounts reinsured and will not be liquidator, receiver or become liable for any amounts or reserves to be held by statutory successor of the insolvent Ceding Company on policies reinsured under this Agreement. The Authorized Representative will shall give written notice to the Reinsurer of all pending claims against the pendency of any obligation of the insolvent Ceding Company on any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedings. While a claim is pendingNet Ceded Liability, whereupon the Reinsurer may investigate such claim and interpose, interpose at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, any defense or defenses which it may deem available to the Ceding Company or the Authorized Representativeits liquidator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approval, against the insolvent Ceding Company as part of the expense expenses of conservation or liquidation to the extent of a 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 reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms of 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. . C. In the event of the insolvency Reinsurer's insolvency, any payments due the Reinsurer from the Ceding Company pursuant to the terms of the Reinsurer, the Company may cancel this Agreement for new business by promptly providing will be made directly to the Reinsurer, Reinsurer or 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 additionliquidator, 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 receiver or statutory successor.

Insolvency. 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 jurisdiction of the party's domicile. A. In the event of the insolvency of the CompanyCEDING COMPANY, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will be payable by the Reinsurer directly to the Company or to its Authorized Representative, on the basis of the liability of the Company under CEDING COMPANY on the Reinsured Policies policies reinsured directly to the CEDING COMPANY or its liquidator, receiver or statutory successor without diminution because of the insolvency of the Company. The Reinsurer will be liable only for CEDING COMPANY. B. In the amounts reinsured and will not be event of insolvency of the CEDING COMPANY, the liquidator, receiver or become liable for any amounts or reserves to be held by statutory successor will, within a reasonable time after the Company on policies reinsured under this Agreement. The Authorized Representative will claim is filed in the insolvency proceeding, give written notice to the Reinsurer REINSURER of all pending claims against the Company on CEDING COMPANY or any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedingsreinsured. While a claim is pending, the Reinsurer REINSURER may investigate such claim and interpose, at its own expense, in the proceedings where the claim is to be adjudicated, any defense or defenses which it may deem available to the Company CEDING COMPANY or the Authorized Representativeits liquidator, receiver or statutory successor. The expense expenses incurred by the Reinsurer REINSURER will be chargeable, subject to court approval, against the Company CEDING COMPANY as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company CEDING COMPANY solely as a result of the defense undertaken by the ReinsurerREINSURER. Where two or more reinsurers are involved participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense expenses will be apportioned in accordance with the terms of the Reinsurance Agreement as though such expense had been incurred by the CompanyCEDING COMPANY. C. Any debts or credits, matured or unmatured, liquidated or unliquidated, in favor of or against either the REINSURER or CEDING COMPANY with respect to this Agreement are deemed mutual debts or credits, as the case may be, and will be offset, and only the balance will be allowed or paid. However, in the event of liquidation, the REINSURER may offset against undisputed amounts which are due and payable to the CEDING COMPANY, only those undisputed amounts due the REINSURER which are not more than one-hundred-eighty (180) days past due at the date of the court order of liquidation. D. 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 ReinsurerREINSURER, the Company CEDING COMPANY may cancel this Agreement for new business by promptly providing recapture immediately all ceded benefits upon written notice to the ReinsurerREINSURER, its receiverliquidator, 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 receiver or statutory successor. The CEDING COMPANY shall also have a claim on the REINSURER for any reinsurance credit amounts including reserves, unearned premiums and amounts due the CEDING COMPANY on such reinsurance, at the date of recapture.

Insolvency. 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 Representativea) 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 jurisdiction of the party's domicile. In the event of the insolvency of the CompanyRetrocedant, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will shall be payable by the Reinsurer directly to the Company Retrocedant, or to its Authorized Representativeliquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the Reinsured Policies Retrocedant without diminution because of the insolvency of Retrocedant or because the Company. The Reinsurer will be liable only for liquidator, receiver, conservator or statutory successor of Retrocedant has failed to pay all or a portion of any claim. (b) It is agreed, however, that the amounts reinsured and will not be liquidator, receiver, conservator or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will statutory successor of Retrocedant shall give written notice to Retrocessionaire of the Reinsurer pendency of all pending claims a claim against Retrocedant indicating the Company Reinsurance Contract, which claim would involve a possible liability on any policies reinsured the part of Retrocessionaire within a reasonable time after such claims are claim is filed in the insolvency proceedings. While a claim is pendingconservation or liquidation proceeding or in the receivership, and that during the Reinsurer pendency of such claim, Retrocessionaire may investigate such claim and interpose, at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, adjudicated any defense or defenses which that it may deem available to the Company Retrocedant or the Authorized Representativeits liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will Retrocessionaire shall be chargeable, subject to court approvalthe approval of the court, against the Company Retrocedant as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company Retrocedant solely as a result of the defense undertaken by the Reinsurer. Where two Retrocessionaire. (c) As to all reinsurance made, ceded, renewed or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claimotherwise becoming effective under this Agreement, the expense will reinsurance shall be apportioned payable as set forth above by Retrocessionaire to Retrocedant or to its liquidator, receiver, conservator or statutory successor, except (1) where the Reinsurance Contract specifically provide another payee in accordance with the terms of 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 Retrocedant, and (2) where Retrocessionaire, with 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 consent of the cancellation effective reinsured or reinsureds under the date on which the Reinsurer's insolvency is established by the authority responsible for Reinsurance Contract, has assumed such determination. Any requirement for a notification period prior Reinsurance Contract obligations of Retrocedant as direct obligations of Retrocessionaire to the cancellation of the Agreement would not apply payees under such circumstances. In addition, Reinsurance Contract and in substitution for the Company may provide the Reinsurer, its receiver, rehabilitator, conservator, liquidator or statutory successor with written notice obligations of its intent Retrocedant 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 successorpayees.

Insolvency. 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 jurisdiction of the party's domicile. A. In the event of the insolvency of the CompanyCEDING COMPANY, all reinsurance made, ceded, renewed or otherwise becoming effective payments due under this Agreement will from the REINSURER to the CEDING COMPANY shall be payable directly by the Reinsurer directly REINSURER to the Company CEDING COMPANY or to its Authorized Representativeliquidator, receiver, conservator or statutory successor on the basis of the REINSURER’S liability of to the Company under the Reinsured Policies CEDING COMPANY without diminution because of the insolvency of the Company. The Reinsurer 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. B. In the event of insolvency of the CEDING COMPANY, the liquidator, receiver, or statutory successor will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will immediately give written notice to the Reinsurer REINSURER of all pending claims against the Company CEDING COMPANY on any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedingscontracts reinsured. While a claim is pending, the Reinsurer REINSURER may investigate such claim and interpose, at its own expense, in the proceedings where the claim is to be adjudicated, any defense or defenses which that it may deem available to the Company CEDING COMPANY or the Authorized Representativeits liquidator, receiver, or statutory successor. The expense incurred by the Reinsurer REINSURER will be chargeable, subject to court approval, against the Company CEDING COMPANY as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which that may accrue to the Company CEDING COMPANY solely as a result of the defense undertaken by the ReinsurerREINSURER. Where two or more reinsurers REINSURERS are involved participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of the Agreement reinsurance agreement as though such expense had been incurred by the Company. CEDING COMPANY. C. 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 ReinsurerREINSURER, the Company CEDING COMPANY may cancel this Agreement for new business by promptly providing recapture immediately all ceded benefits upon written notice to the ReinsurerREINSURER, its receiverliquidator, 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 receiver or statutory successor.. The CEDING COMPANY shall also have a claim on the REINSURER for any reinsurance credit amounts including reserves, unpaid GMDB CLAIMS and other amounts due the CEDING COMPANY on such reinsurance, at the date of recapture. MLLICNY & ACE Tempest GMDB 16

Insolvency. 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 jurisdiction of the party's domicile. A. In the event of the insolvency of the CompanyCEDING COMPANY, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will be payable directly by the Reinsurer directly REINSURER to the Company CEDING COMPANY or to its Authorized Representativeliquidator, receiver, conservator or statutory successor on the basis of the REINSURER's liability of to the Company under the Reinsured Policies CEDING COMPANY without diminution because of the insolvency of the Company. The Reinsurer will be liable only for CEDING COMPANY or because the amounts reinsured and will not be liquidator, receiver, conservator or become liable for statutory successor of the CEDING COMPANY has failed to pay all or a portion of any amounts claim. B. In the event of insolvency of the CEDING COMPANY, the liquidator, receiver, or reserves to be held by statutory successor will, within reasonable time after the Company on policies reinsured under this Agreement. The Authorized Representative will claim is filed in the insolvency proceeding, give written notice to the Reinsurer REINSURER of all pending claims against the Company CEDING COMPANY on any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedingscontracts reinsured. While a claim is pending, the Reinsurer REINSURER may investigate such claim and interpose, at its own expense, in the proceedings where the claim is to be adjudicated, any defense or defenses which that it may deem available to the Company CEDING COMPANY or the Authorized Representativeits liquidator, receiver, or statutory successor. The expense incurred by the Reinsurer REINSURER will be chargeable, subject to court approval, approval against the Company CEDING COMPANY as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which that may accrue to the Company CEDING COMPANY solely as a result of the defense undertaken by the ReinsurerREINSURER. Where two or more reinsurers REINSURERs are involved participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of the Agreement reinsurance agreement as though such expense had been incurred by the Company. CEDING COMPANY. C. 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 ReinsurerREINSURER, the Company CEDING COMPANY may cancel this Agreement for new business by promptly providing recapture immediately all ceded benefits upon written notice to the ReinsurerREINSURER, its receiverliquidator, 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 receiver or statutory successor. The CEDING COMPANY shall also have a claim on the REINSURER for any reinsurance credit amounts including reserves, unearned premiums and other amounts due the CEDING COMPANY on such reinsurance, at the date of recapture.

Insolvency. A. A party to this Agreement will be deemed "insolvent" insolvent when it: 11.1.1 Applies 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; 11.1.2 Is b. is adjudicated as bankrupt or insolvent; or; 11.1.3 Files c. files or consents to the filing filings of a petition in bankruptcy, seeks reorganization to avoid insolvency or an arrangement with creditors or takes advantage of makes formal application for any bankruptcy, dissolution, liquidation, liquidation or similar law or statute; or 11.1.4 Becomes 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 party's domicile. . B. In the event of the insolvency of the Ceding Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will benefits shall be payable by the Reinsurer directly to the Ceding Company or to its Authorized Representativethe liquidator, receiver or statutory successor of the Ceding Company on the basis of the liability of the Ceding Company under the Reinsured Policies policies reinsured without diminution because of the insolvency of the Ceding Company. The . C. In the event of the insolvency of the Ceding Company, the liquidator, receiver, or statutory successor shall give the Reinsurer will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will give written notice to of the Reinsurer pendency of all pending claims against the Company a claim on any policies a reinsured Policy within a reasonable time after such claims are claim is filed in the insolvency proceedingsproceeding. While a claim is pendingDuring the pendency of any such claim, the Reinsurer may investigate such claim and interpose, at its own expense, interpose in the proceedings name of the Ceding Company (or its liquidator, receiver, or statutory successor) in the proceeding where the such claim is to be adjudicated, any defense or defenses which it that the Reinsurer may deem available to the Ceding Company or the Authorized Representative. its liquidator, receiver, or statutory successor. D. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approval, against the Ceding Company as part of the expense of conservation or liquidation to the extent of a 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 reinsurers are involved participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will shall be apportioned in accordance with the terms of the this Agreement as though such expense had been incurred by the Ceding 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. . E. In the event of the insolvency of the Reinsurer, the Ceding Company may cancel recapture all of the business reinsured by the Reinsurer under this Agreement for new business by promptly providing Agreement. Such recapture shall be effective as of the date of the insolvency. Such recapture shall be subject to the payment of a Terminal Accounting and Settlement as described in Article VIII. F. In the event of the insolvency of either party, the insolvent party must notify the other party of its insolvency within thirty (30) days. G. In the event of the insolvency of the Reinsurer, the Ceding Company must notify the Reinsurer (or its liquidator, receiver, rehabilitator, conservator, liquidator or statutory successor with written notice successor) whether or not it is going to recapture the business pursuant to Article XII Paragraph E above within sixty (60) days after being notified 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 successorinsolvency.

Insolvency. 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 Representativea) 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 jurisdiction of the party's domicile. In the event of the insolvency of the CompanyCeding Insurer, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will any payments due to the Ceding Insurer shall be payable by the Reinsurer directly to the Company Ceding Insurer or to its Authorized Representativeliquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the Reinsured Policies Ceding Insurer without diminution because of the insolvency of the CompanyCeding Insurer or because the liquidator, receiver, conservator or statutory successor of the Ceding Insurer has failed to pay all or a portion of any claim. The Reinsurer will be liable only for It is agreed, however, that the amounts reinsured and will not be liquidator, receiver, conservator or become liable for any amounts or reserves to be held by statutory successor of the Company on policies reinsured under this Agreement. The Authorized Representative will Ceding Insurer shall give written notice to the Reinsurer of all pending claims the pendency of a claim against the Company Ceding Insurer indicating the policy reinsured which claim would involve a possible liability on any policies reinsured the part of the Reinsurer within a reasonable time after such claims are claim is filed in the insolvency proceedings. While a claim is pendingconservation 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 proceedings proceeding where the such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company company or the Authorized Representativeits liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the Company Ceding Insurer as part of the expense of conservation or liquidation to the extent of a proportionate 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 reinsurers are involved . (b) It is further understood and agreed that, in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms of 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 ReinsurerCeding Insurer, the Company may cancel reinsurance under this Reinsurance 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 shall be payable directly by the authority responsible for such determination. Any requirement for a notification period prior Reinsurer to the cancellation of the Agreement would not apply under such circumstances. In additionCeding Insurer or to its liquidator, 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 receiver or statutory successor, except as provided by any applicable law or except (1) where this Reinsurance Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Ceding Insurer or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Ceding Insurer as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Ceding Insurer to such payees.

Insolvency. A party to this Agreement will be deemed "insolvent" when it: 11.1.1 Applies In the event (i) Company comes under any supervision by a state regulator or in the event Company shall (ii) apply for or consents consent in the appointment of, or the taking of possession by, a receiver, custodian, regulator trustee or liquidator of itself or of all or a substantial part of its assets, (iii) make a general assignment for the benefit of its creditors, (iv) commence a voluntary case under the Federal Bankruptcy Code, (v) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization or winding up, or (vi) take any action for the purpose of effecting any of the foregoing, or a proceeding or case shall be commenced without the application or consent of Company in any court or forum of competent jurisdiction seeking (a) its liquidation , reorganization, dissolution or winding-up, (b) the appointment of a trustee, receiver, rehabilitator, conservatorcustodian, liquidator or statutory successor (hereinafter referred to as the Authorized Representative) like of Company or of all or any substantial part of its properties assets, or assets; or 11.1.2 Is adjudicated (c) similar relief in respect of Company under any law relating to bankruptcy, insolvency, reorganization or winding up, Reinsurer shall have the option, in its sole discretion, to convert this Agreement to an Assumption Reinsurance Agreement one day prior to such insolvency or other actions described in this Article XI, and Reinsurer may assume all or a part of the Reinsured Policies identified in Schedule A as bankrupt or insolvent; or 11.1.3 Files or consents of one day prior 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 jurisdiction of the party's domiciledate thereof. In the event of the insolvency of the Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will be that is payable by the Reinsurer directly to the Company liquidator, receiver, or to its Authorized Representativestatutory successor of Company, on the basis of the liability of the Company under the Reinsured Policies shall be without diminution or increase because of the insolvency of the Company. The In the event of insolvency of Company, the liquidator, receiver, or statutory successor shall give Reinsurer will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will give written notice to of the Reinsurer pendency of all pending claims against the Company a claim on any policies a policy reinsured within a reasonable time after such claims are claim is filed in the insolvency proceedingsproceeding. While a claim is pendingDuring the pendency of any such claim, the Reinsurer may investigate such claim and interposeinterpose in the name of Company (its liquidator, receiver or statutory successor), but at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, adjudicated any defense or defenses which it Reinsurer may deem available to the Company or the Authorized Representativeits liquidator, receiver or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approval, against the Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are involved participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will shall be apportioned in accordance with the terms of the Agreement as though such expense expenses 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 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 Representativea) 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 jurisdiction of the party's domicile. In the event of the insolvency of the CompanyRetrocedant, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will shall be payable by the Reinsurer directly to the Company Retrocedant, or to its Authorized Representativeliquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the Reinsured Policies Retrocedant without diminution because of the insolvency of Retrocedant or because the Company. The Reinsurer will be liable only for liquidator, receiver, conservator or statutory successor of Retrocedant has failed to pay all or a portion of any claim. (b) It is agreed, however, that the amounts reinsured and will not be liquidator, receiver, conservator or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will statutory successor of Retrocedant shall give written notice to Retrocessionaire of the Reinsurer pendency of all pending claims a claim against Retrocedant indicating the Company Reinsurance Contract, which claim would involve a possible liability on any policies reinsured the part of Retrocessionaire within a reasonable time after such claims are claim is filed in the insolvency proceedings. While a claim is pendingconservation or liquidation proceeding or in the receivership, and that during the Reinsurer pendency of such claim, Retrocessionaire may investigate such claim and interpose, at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, adjudicated any defense or defenses which that it may deem available to the Company Retrocedant or the Authorized Representativeits liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will Retrocessionaire shall be chargeable, subject to court approvalthe approval of the court, against the Company Retrocedant as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company Retrocedant solely as a result of the defense undertaken by the Reinsurer. Where two Retrocessionaire. (c) As to all reinsurance made, ceded, renewed or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claimotherwise becoming effective under this Agreement, the expense will reinsurance shall be apportioned payable as set forth above by Retrocessionaire to Retrocedant or to its liquidator, receiver, conservator or statutory successor, except (1) where the Reinsurance Contract specifically provide another payee in accordance with the terms of 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 Retrocedant, and (2) where Retrocessionaire, with 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 consent of the cancellation effective reinsured or reinsureds under the date on which the Reinsurer's insolvency is established by the authority responsible for Reinsurance Contract, has assumed such determination. Any requirement for a notification period prior Reinsurance Contract obligations of Retrocedant as direct obligations of Retrocessionaire to the cancellation payees under the Reinsurance Contract and in substitution for the obligations of the Agreement would not apply under Retrocedant to 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 successorpayees.

Insolvency. 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 jurisdiction of the party's domicile. A. In the event of the insolvency of the CompanyCEDING COMPANY, all reinsurance madeany net GMDB CLAIMS due CEDING COMPANY, cededafter offset for REINSURANCE PREMIUM due REINSURER as described in Article XIV, renewed or otherwise becoming effective under this Agreement will be payable directly by the Reinsurer directly REINSURER to the Company CEDING COMPANY or to its Authorized Representativeliquidator, receiver, conservator or statutory successor on the basis of the REINSURER’S liability of the Company under the Reinsured Policies to CEDING COMPANY without diminution because of the insolvency of CEDING COMPANY, or because the Company. The Reinsurer will be liable only for liquidator, receiver, conservator or statutory successor of CEDING COMPANY has failed to pay all or a portion of any claim. B. In the amounts reinsured and will not be event of insolvency of CEDING COMPANY, the liquidator, receiver, or become liable for any amounts or reserves to be held by statutory successor will, within reasonable time after the Company on policies reinsured under this Agreement. The Authorized Representative will claim is filed in the insolvency proceeding, give written notice to the Reinsurer REINSURER of all pending claims against the Company CEDING COMPANY on any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedingsANNUITY CONTRACTS reinsured. While a claim is pending, the Reinsurer REINSURER may investigate such claim and interpose, at its own expense, in the proceedings where the claim is to be adjudicated, any defense or defenses which that it may deem available to CEDING COMPANY or its liquidator, receiver, or statutory successor. If CEDING COMPANY benefits from the Company or defense by REINSURER, the Authorized Representative. The expense incurred by the Reinsurer REINSURER will be chargeable, subject to court approval, approval against the Company CEDING COMPANY as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which that may accrue to the Company CEDING COMPANY solely as a result of the defense undertaken by the ReinsurerREINSURER. Where two or more reinsurers are involved participating in the same claim and a majority in interest elect elects to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of the Agreement reinsurance agreement as though such expense had been incurred by the Company. CEDING COMPANY. C. 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 ReinsurerREINSURER, the Company may cancel this Agreement for new business by promptly providing CEDING COMPANY shall have 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 right to recapture all reinsurance within 30 days, 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 successoraccordance with Article III.

Insolvency. 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 jurisdiction of the party's domicile1. In the event of the insolvency of the Ceding Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will shall be payable by the Reinsurer directly to the Company or to its Authorized Representative, on the basis of reported claims allowed in liquidation proceedings against the liability Ceding Company, subject to the Reinsurer’s right of the Company under the Reinsured Policies offset provided in Article III, Section 2, and subject to court approval, without diminution because of the insolvency of the Ceding Company. The Payments shall be made directly to the Ceding Company or its domiciliary liquidator, except as provided in I.C. 27-9-3-30.1 or any successor thereto. 2. In the event of the insolvency of the Ceding Company, the domiciliary liquidator, receiver or statutory successor of the Ceding Company shall give the Reinsurer will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will give written notice to of the pendency of a claim on a Contract made against the Reinsurer of all pending claims against the Company on any policies reinsured within a reasonable time after such claims are claim is filed in the insolvency proceedingsliquidation proceeding. While a claim is pendingDuring the pendency of the claim, the Reinsurer may investigate the claim and interpose in the proceeding where such claim and interpose, is to be adjudicated at its own expense, in any defenses that the proceedings where the claim is to be adjudicated, any defense or defenses which it may deem Reinsurer considers available to the Ceding Company or its liquidator, receiver or statutory successor. 3. A proportionate share of the Authorized Representative. The expense thus incurred by the Reinsurer will shall be chargeablecharged, subject to court approval, against the Ceding Company as part of the expense of conservation or liquidation to the extent of a proportionate share of liquidation, commensurate with the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. 4. Where two or more reinsurers are involved in the same claim and The Reinsurer’s liability will not increase as a majority in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms result of the Agreement as though such expense had been incurred by insolvency of the Ceding 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. 5. 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 liability of the cancellation effective Reinsurer shall not terminate but shall continue with respect to the date on which reinsurance ceded to the Reinsurer's insolvency is established Reinsurer by the authority responsible for such determination. Any requirement for a notification period Ceding Company prior to the cancellation 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 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 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 jurisdiction of the party's domicile. A. In the event of the insolvency of the CompanyCEDING COMPANY and the appointment of a conservator, all reinsurance madeliquidator, cededor statutory successor, renewed the portion of any risk or otherwise becoming effective under this Agreement will obligation assumed by the REINSURER shall be payable by the Reinsurer directly to the Company conservator, liquidator, or to its Authorized Representative, statutory successor on the basis of claims allowed against the liability insolvent company by any court of competent jurisdiction or by any conservator, liquidator, or statutory successor of the Company under the Reinsured Policies 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. Payments by the REINSURER as set forth in this subdivision shall be made directly to the CEDING COMPANY or to its conservator, liquidator, or statutory successor, except where the contract of insurance or reinsurance specifically provides another payee of such reinsurance in the event of the insolvency of the Company. The Reinsurer CEDING COMPANY. B. In the event of insolvency of the CEDING COMPANY, the conservator, liquidator, or statutory successor will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will immediately give written notice to the Reinsurer REINSURER of all pending claims against the Company CEDING COMPANY on any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedingsreinsured. While a claim is pending, the Reinsurer REINSURER may investigate such claim and interpose, at its own expense, in the proceedings where the claim is to be adjudicated, any defense or defenses which it may deem available to the Company CEDING COMPANY or the Authorized Representativeits conservator, liquidator or statutory successor. The expense incurred by the Reinsurer REINSURER will be chargeable, subject to court approval, against the Company CEDING COMPANY as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company CEDING COMPANY solely as a result of the defense undertaken by the ReinsurerREINSURER. Where two or more reinsurers are involved participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of the Agreement reinsurance 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 successorCEDING COMPANY.

Insolvency. 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 jurisdiction of the party's domicile. A. In the event of the insolvency of the CompanyCEDING COMPANY, all reinsurance madeany net GMDB CLAIMS due CEDING COMPANY, cededafter offset for REINSURANCE PREMIUM due REINSURER as described in Article XIV, renewed or otherwise becoming effective under this Agreement will be payable directly by the Reinsurer directly REINSURER to the Company CEDING COMPANY or to its Authorized Representativeliquidator, receiver, conservator or statutory successor on the basis of the REINSURER'S liability of the Company under the Reinsured Policies to CEDING COMPANY without diminution because of the insolvency of CEDING COMPANY, or because the Company. The Reinsurer will be liable only for liquidator, receiver, conservator or statutory successor of CEDING COMPANY has failed to pay all or a portion of any claim. B. In the amounts reinsured and will not be event of insolvency of CEDING COMPANY, the liquidator, receiver, or become liable for any amounts or reserves to be held by statutory successor will, within reasonable time after the Company on policies reinsured under this Agreement. The Authorized Representative will claim is filed in the insolvency proceeding, give written notice to the Reinsurer REINSURER of all pending claims against the Company CEDING COMPANY on any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedingsVARIABLE ANNUITY CONTRACTS reinsured. While a claim is pending, the Reinsurer REINSURER may investigate such claim and interpose, at its own expense, in the proceedings where the claim is to be adjudicated, any defense or defenses which that it may deem available to the Company CEDING COMPANY or the Authorized Representativeits liquidator, receiver, or statutory successor. The expense incurred by the Reinsurer REINSURER will be chargeable, subject to court approval, approval against the Company CEDING COMPANY as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which that may accrue to the Company CEDING COMPANY solely as a result of the defense undertaken by the ReinsurerREINSURER. Where two or more reinsurers are involved participating in the same claim and a majority in interest elect elects to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of the Agreement reinsurance 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 successorCEDING COMPANY.

Insolvency. 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 jurisdiction of the party's domicile1. In the event of the insolvency of the Ceding Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will shall be payable by the Reinsurer directly to the Company Ceding Company, its liquidator, receiver or to its Authorized Representativestatutory successor, on the basis of the liability of the Ceding Company under the Reinsured Individual Policies reinsured without diminution because of the insolvency of the Ceding Company. 2. The In the event of the insolvency of the Ceding Company, the domiciliary liquidator, receiver or statutory successor of the Ceding Company shall give the Reinsurer will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will give written notice to of the pendency of a claim on a Contract made against the Reinsurer of all pending claims against the Company on any policies reinsured within a reasonable time after such claims are claim is filed in the insolvency proceedingsliquidation proceeding. While a claim is pendingDuring the pendency of the claim, the Reinsurer may investigate the claim and interpose in the proceeding where such claim and interpose, is to be adjudicated at its own expense, in any defenses that the proceedings where the claim is to be adjudicated, any defense or defenses which it may deem Reinsurer considers available to the Ceding Company or the Authorized Representativeits liquidator, receiver or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Company as part of the expense of conservation or liquidation 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. Where If two or more reinsurers assuming insurers are involved in the same claim and a majority in interest elect to interpose a defense to such the claim, the expense will claim shall be apportioned in accordance with under the terms of the Agreement reinsurance agreement as though such the expense had been incurred by the Ceding Company. 3. In A proportionate share of the event expense thus incurred by the Reinsurer shall be charged, subject to court approval, against the Ceding Company as part of insolvencythe expense of liquidation, commensurate with the Right of Offset afforded under Article 6-1 will remain in full force and effect benefit which may accrue to the extent permitted Ceding Company as a result of the defense undertaken by applicable lawthe 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 Company may cancel this Agreement for new business by promptly providing the Reinsurer, its receiver, rehabilitator, conservator, liquidator or statutory successor with written notice liability of the cancellation effective Reinsurer shall not terminate but shall continue with respect to the date on which reinsurance ceded to the Reinsurer's insolvency is established Reinsurer by the authority responsible for such determination. Any requirement for a notification period Ceding Company prior to the cancellation 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 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 party to For the purpose of this Agreement will Agreement, the “Insolvency” of the Company or the Reinsurer shall be deemed "insolvent" to have occurred when it: 11.1.1 (a) Applies for or consents to the appointment of a receiver, rehabilitator, conservator, supervisor, receiver, liquidator or statutory successor (hereinafter referred to as the Authorized Representative) of its properties or assets; or 11.1.2 (b) Makes an assignment for the benefit of its creditors; or (c) Is adjudicated as bankrupt or insolvent; or 11.1.3 (d) 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 (e) Becomes the subject of an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the party's domiciledomicile of the Company, or the Reinsurer, as the case may be. In the event of the insolvency Insolvency of the Reinsurer or the Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will be payable any amounts owed by the Company to the Reinsurer and by the Reinsurer directly to the Company or to its Authorized RepresentativeCompany, on under this Agreement, shall be set-off and only the basis of the liability of the Company under the Reinsured Policies without diminution because of the insolvency of the Companybalance shall be paid. The Reinsurer will shall be liable only for the amounts reinsured with the Reinsurer and will shall not be or become liable for any amounts or reserves to be held by the Company on policies reinsured the Covered Policies. In the event of the Insolvency of the Company, the reinsurance obligations under this AgreementAgreement shall be payable by the Reinsurer directly to the Company, its rehabilitator, conservator, supervisor, receiver, liquidator, or statutory successor, immediately upon demand, without diminution because of the Insolvency of the Company. The Authorized Representative will It is understood, however, that in the event of such Insolvency, the rehabilitator, conservator, supervisor, receiver, liquidator or statutory successor of the Company shall give written notice to of the Reinsurer pendency of all pending claims a claim against the Company on any policies the policy reinsured within a reasonable time after such claims are claim is filed in the insolvency proceedings. While a claim is pending, and that during the pendency of such claim, the Reinsurer may investigate such claim claims and interpose, at its own expense, in the proceedings where the such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company or the Authorized Representative. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Company as part of the expense of conservation or liquidation 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. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms of 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 additionsupervisor, 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 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 jurisdiction of the party's domicile. A. In the event of the insolvency of the CompanyCEDING COMPANY, all reinsurance madeany net GMDB CLAIMS and EEB CLAIMS due CEDING COMPANY, cededafter offset for REINSURANCE PREMIUM due REINSURER as described in Article XIV, renewed or otherwise becoming effective under this Agreement will be payable directly by the Reinsurer directly REINSURER to the Company CEDING COMPANY or to its Authorized Representativeliquidator, receiver, conservator or statutory successor on the basis of the REINSURER’S liability of the Company under the Reinsured Policies to CEDING COMPANY without diminution because of the insolvency of CEDING COMPANY, or because the Company. The Reinsurer will be liable only for liquidator, receiver, conservator or statutory successor of CEDING COMPANY has failed to pay all or a portion of any claim. B. In the amounts reinsured and will not be event of insolvency of CEDING COMPANY, the liquidator, receiver, or become liable for any amounts or reserves to be held by statutory successor will, within reasonable time after the Company on policies reinsured under this Agreement. The Authorized Representative will claim is filed in the insolvency proceeding, give written notice to the Reinsurer REINSURER of all pending claims against the Company CEDING COMPANY on any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedingsANNUITY CONTRACTS reinsured. While a claim is pending, the Reinsurer REINSURER may investigate such claim and interpose, at its own expense, in the proceedings where the claim is to be adjudicated, any defense or defenses which that it may deem available to the Company CEDING COMPANY or the Authorized Representativeits liquidator, receiver, or statutory successor. The expense incurred by the Reinsurer REINSURER will be chargeable, subject to court approval, approval against the Company CEDING COMPANY as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which that may accrue to the Company CEDING COMPANY solely as a result of the defense undertaken by the ReinsurerREINSURER. Where two or more reinsurers are involved participating in the same claim and a majority in interest elect elects to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of the Agreement reinsurance 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 successorCEDING COMPANY.

Insolvency. 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 jurisdiction of the party's domicile. In the event of the insolvency of the Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will be payable by the Reinsurer directly to the Company or to its Authorized Representative, on the basis of the liability of the Company under the Reinsured Policies without diminution because of the insolvency of the Company. The Reinsurer will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The Authorized Representative will give written notice to the Reinsurer of all pending claims against the Company on any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedingsproceeding. While a claim is pending, pending the Reinsurer may investigate such claim and interpose, at its own expense, at its own expense, in the proceedings where the claim is to be adjudicated, any defense or defenses which it may deem available to the Company or the Authorized Representative. The expense this incurred by the Reinsurer will be chargeable, subject to court approval, against the Company as part of the expense of conservation or liquidation to the extent of a proportionate proportional 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 reinsurers are involved in I the same claim and a majority in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms of the Agreement as though such expense had been incurred by the Company. In the event of insolvencyinsolvency of the Company, the Right of Offset afforded under Article 6-1 5 will remain in I 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 rehabilitatorrehabilitor, conservator, liquidator or statutory successor.

Insolvency. A party to this Agreement will A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be deemed "insolvent" when it: 11.1.1 Applies for or consents to payable on demand of the appointment of a receiver, rehabilitator, conservator, liquidator or statutory successor (hereinafter referred to Ceding Company at the same time as the Authorized Representative) Ceding Company shall pay its net retained portion of its properties such risk or assets; or 11.1.2 Is adjudicated as bankrupt or insolvent; or 11.1.3 Files or consents to obligation, and 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 reinsurance shall be payable by the insurance code Reinsurer on the basis of the jurisdiction liability of the party's domicileCeding Company under the Policies without diminution because of the insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company and the appointment of a conservator, liquidator or statutory successor of the Ceding Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will such portion shall be payable by the Reinsurer directly to the Company such conservator, liquidator or to its Authorized Representativestatutory successor immediately upon demand, on the basis of claims allowed against the liability Ceding Company by any court of competent jurisdiction or, by any conservator, liquidator or statutory successor of the Ceding Company under the Reinsured Policies having authority to allow such claims, without diminution because of such insolvency or because such conservator, liquidator or statutory successor has failed to pay all or a portion of any claims. Payments by the Reinsurer as above set forth shall be made directly to the Ceding Company or its conservator, liquidator or statutory successor. B. Further, in the event of the insolvency of the Ceding Company. The Reinsurer will be liable only for , the amounts reinsured and will not be liquidator, receiver or become liable for any amounts or reserves to be held by statutory successor of the insolvent Ceding Company on policies reinsured under this Agreement. The Authorized Representative will shall give written notice to the Reinsurer of all pending claims against the pendency of any obligation of the insolvent Ceding Company on any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedings. While a claim is pendingNet Ceded Liability, whereupon the Reinsurer may investigate such claim and interpose, interpose at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, any defense or defenses which it may deem available to the Ceding Company or the Authorized Representativeits liquidator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approval, against the insolvent Ceding Company as part of the expense expenses of conservation or liquidation to the extent of a 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 reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms of 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. . C. In the event of the insolvency Reinsurer's insolvency, this treaty will terminate, and the Terminal Accounting and Settlement described in Article XIV will occur. Any payments due the Reinsurer from the Ceding Company pursuant to the terms of the Reinsurer, the Company may cancel this Agreement for new business by promptly providing will be made directly to the Reinsurer, Reinsurer or 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 additionliquidator, 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 receiver or statutory successor.

Insolvency. 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 jurisdiction of the party's domicile. A. In the event of the insolvency of the CompanyCEDING COMPANY, all reinsurance madeany net GMDB CLAIMS and EEB CLAIMS due CEDING COMPANY, cededafter offset for REINSURANCE PREMIUMS due REINSURER as described in Article XIV, renewed or otherwise becoming effective under this Agreement will be payable directly by the Reinsurer directly REINSURER to the Company CEDING COMPANY or to its Authorized Representativeliquidator, receiver, conservator or statutory successor on the basis of the REINSURER'S liability of the Company under the Reinsured Policies to CEDING COMPANY without diminution because of the insolvency of CEDING COMPANY, or because the Company. The Reinsurer will be liable only for liquidator, receiver, conservator or statutory successor of CEDING COMPANY has failed to pay all or a portion of any claim. B. In the amounts reinsured and will not be event of insolvency of CEDING COMPANY, the liquidator, receiver, or become liable for any amounts or reserves to be held by statutory successor will, within reasonable time after the Company on policies reinsured under this Agreement. The Authorized Representative will claim is filed in the insolvency proceeding, give written notice to the Reinsurer REINSURER of all pending claims against the Company CEDING COMPANY on any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedingsVARIABLE ANNUITY CONTRACTS reinsured. While a claim is pending, the Reinsurer REINSURER may investigate such claim and interpose, at its own expense, in the proceedings where the claim is to be adjudicated, any defense or defenses which that it may deem available to the Company CEDING COMPANY or the Authorized Representativeits liquidator, receiver, or statutory successor. The expense incurred by the Reinsurer REINSURER will be chargeable, subject to court approval, approval against the Company CEDING COMPANY as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which that may accrue to the Company CEDING COMPANY solely as a result of the defense undertaken by the ReinsurerREINSURER. Where two or more reinsurers are involved participating in the same claim and a majority in interest elect elects to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of the Agreement reinsurance agreement as though such expense had been incurred by CEDING COMPANY. C. The reinsurance shall be payable by the Company. In the event of insolvency, the Right of Offset afforded under Article 6-1 will remain in full force and effect Reinsurer to the extent permitted by applicable law. In CEDING COMPANY or to its liquidator, receiver, conservator, or statutory successor, except (a) where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the ReinsurerCEDING COMPANY; or (b) where provided otherwise under applicable law. Then, with the prior approval of the applicable regulatory authority, if required, the Company may cancel this Agreement for new business by promptly providing CEDING COMPANY is entirely released from its obligation and 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 REINSURER shall pay any loss directly to the cancellation of the Agreement would not apply payees 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 successororiginal policy.

Insolvency. 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 jurisdiction of the party's domicile. In the event of the insolvency of the Company, all This reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will shall be payable by the Reinsurer directly to the Company or to its Authorized Representative, on the basis of the liability of the Company Company(ies) under the Reinsured Policies policy or policies reinsured without diminution diminution, because of the insolvency of the Company, to the Company(ies) or its liquidator, receiver, or statutory successor. The Reinsurer will be liable only for In the amounts reinsured and will not be event of insolvency of one or become liable for any amounts more of the Companies, the liquidator or reserves to be held by receiver or statutory successor of the Company on policies reinsured under this Agreement. The Authorized Representative will (ies) shall give written notice to the Reinsurer of all pending claims the pendency of a claim filed against the Company Company(ies) on any policies the Policy or Policies reinsured within a reasonable time after such claims are claim is filed in the insolvency proceedingsproceeding. While a During the pendency of such claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, any defense or defenses which it may deem available to the Company Company(ies) or the Authorized Representativeits liquidator or receiver or statutory successor. The expense expenses thus incurred by the Reinsurer will shall be chargeable, subject to court approval, against the Company Company(ies) as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit benefits which may accrue to the Company Company(ies) solely as a result of the defense so undertaken by the Reinsurer. Where two Should one or more reinsurers are involved in of the same claim and Companies go into liquidation or should a majority in interest elect to interpose a defense to such claimreceiver be appointed, the expense will Reinsurer shall be apportioned in accordance with entitled to deduct from any sums which may be or may become due to the terms Company(ies) any sums which are due to the Reinsurer by the Company(ies) and which are payable at a fixed or stated date under this Contract or under the Surety Quota Share Treaty or the Surety Excess of Loss Reinsurance Contract between certain of the Agreement as though such expense had been incurred by the Company. In the event of insolvencyparties hereto, the Right of Offset afforded under Article 6-1 will remain in full force and effect to the full extent permitted by applicable lawunder the laws of the insolvent party's state of domicile. In It is further understood and agreed that, in the event of the insolvency of the ReinsurerCompanies, the Company may cancel reinsurance under this Agreement for new business Contract shall be payable directly by promptly providing the ReinsurerReinsurer to the Company(ies) or to its liquidator, its receiver, rehabilitator, conservator, liquidator receiver or statutory successor with written notice except a) where this Contract specifically provides another payee of such reinsurance in the event of the cancellation effective insolvency of the date on which Company(ies) and b) where the Reinsurer's insolvency is established by Reinsurer with the authority responsible for consent of the direct insured or insureds has assumed such determination. Any requirement for a notification period prior policy obligations of the Company(ies) as direct obligations of the Reinsurer to the cancellation payees under such policies and in substitution for the obligations of the Agreement would not apply under Company(ies) to such circumstancespayees. In additionno event shall anyone other than the parties to this Contract or, in the Company may provide event of the Reinsurerinsolvency of one or more of the Companies, its liquidator, 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, have any rights under this Contract.

Insolvency. 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 jurisdiction of the party's domicile. 19.1 In the event of the insolvency of the CompanyCeding Company and the appointment of a liquidator, all receiver, conservator or statutory successor, this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will shall be payable by the Reinsurer directly to the Company or to its Authorized Representativeimmediately upon demand, with reasonable provision for verification, on the basis of the liability of the Ceding Company under as a result of claims allowed against the Reinsured Policies Ceding Company by any court of competent jurisdiction or any liquidator, receiver, conservator or statutory successor having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, conservator, or statutory successor has failed to pay all or a portion of any claims. 19.2 Payments by the Reinsurer as above set forth shall be made directly to the Ceding Company or to its liquidator, receiver, conservator or statutory successor, except as provided by subsection (a) of section 4118 of the New York Insurance (a) where this contract specifies another payee in the event of the insolvency of the Ceding Company. The , and (b) the Reinsurer will be liable only with the consent of the direct insureds have assumed such policy obligations of the Ceding Company as their direct obligations to the payees under such Policies, in substitution for the amounts reinsured and will not be obligations of the Ceding Company to such payees. 19.3 In the event of the insolvency of the Ceding Company, the liquidator, receiver, conservator or become liable for any amounts or reserves to be held by statutory successor of the Ceding Company on policies reinsured under this Agreement. The Authorized Representative will shall give written notice to the Reinsurer of all pending claims the pendency of a claim against the insolvent Ceding Company on any policies the Policy or Policies reinsured within a as reasonable time after such claims are claim is filed in the insolvency proceedings. While a proceeding and during the pendency of such claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, adjudicated any defense or defenses which it may deem available to the Ceding Company or the Authorized Representativeits liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, chargeable subject to court approval, approval against the insolvent Ceding Company as part of the expense of conservation or liquidation to the extent of a 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 reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms of 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 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 1. The portion of any bankruptcyrisk or obligation assumed by ALLSTATE, dissolutionwhen such portion is ascertained, liquidationshall be payable on demand of GLENBROOK at the same time as GLENBROOK shall pay its net retained portion of such risk or obligation, or similar law or statute; or 11.1.4 Becomes and the subject of an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the party's domicile. In the event of the insolvency of the Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will shall be payable by the Reinsurer directly to the Company or to its Authorized Representative, ALLSTATE on the basis of the liability of the Company GLENBROOK under the Reinsured Policy or Policies without diminution because of the insolvency of GLENBROOK. In the Companyevent of insolvency and the appointment of a conservator, liquidator or statutory successor of GLENBROOK, such portion shall be payable to such conservator, liquidator or statutory successor immediately upon demand, on the basis of claims allowed against GLENBROOK by any court of competent jurisdiction or, by any conservator, liquidator, or statutory successor of GLENBROOK having authority to allow such claims, without diminution because of such insolvency or because such conservator, liqidator or statutory successor has failed to pay all or a portion of any claims. The Reinsurer will Payments by ALLSTATE as above set forth shall be liable only for made directly to GLENBROOK or its conservator, liquidator or statutory successor. 2. Further, in the amounts reinsured and will not be event of the insolvency of GLENBROOK, the liquidator, receiver or become liable for any amounts or reserves to be held by statutory successor of the Company on policies reinsured under this Agreement. The Authorized Representative will insolvent GLENBROOK shall give written notice to ALLSTATE of the Reinsurer pendency of all pending claims against an obligation of the Company insolvent GLENBROOK on any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedings. While a claim is pendingpolicy reinsured, the Reinsurer whereupon ALLLSTATE may investigate such claim and interpose, interpose at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, any defense or defenses which it may deem available to the Company GLENBROOK or the Authorized Representativeits liquidator or statutory successor. The expense thus incurred by the Reinsurer will ALLSTATE shall be chargeable, subject to court approval, against the Company insolvent GLENBROOK as part of the expense expenses of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company GLENBROOK solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms of 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 successorALLSTATE.

Insolvency. 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 jurisdiction of the party's domicile. A. In the event of the insolvency of the CompanyCEDING COMPANY, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will be payable by the Reinsurer directly to the Company or to its Authorized Representative, on the basis of the liability of the Company under CEDING COMPANY on the Reinsured Policies policies reinsured directly to the CEDING COMPANY or its liquidator, receiver or statutory successor without diminution because of the insolvency of the Company. The Reinsurer will be liable only for CEDING COMPANY. B. In the amounts reinsured and will not be event of insolvency of the CEDING COMPANY, the liquidator, receiver or become liable for any amounts or reserves to be held by statutory successor will, within a reasonable time after the Company on policies reinsured under this Agreement. The Authorized Representative will claim is filed in the insolvency proceeding, give written notice to the Reinsurer REINSURER of all pending claims against the Company on CEDING COMPANY or any policies reinsured within a reasonable time after such claims are filed in the insolvency proceedingsreinsured. While a claim is pending, the Reinsurer REINSURER may investigate such claim and interpose, at its own expense, in the proceedings where the claim is to be adjudicated, any defense or defenses which it may deem available to the Company CEDING COMPANY or the Authorized Representativeits liquidator, receiver or statutory successor. The expense expenses incurred by the Reinsurer REINSURER will be chargeable, subject to court approval, against the Company CEDING COMPANY as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company CEDING COMPANY solely as a result of the defense undertaken by the ReinsurerREINSURER. Where two or more reinsurers are involved participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense expenses will be apportioned in accordance with the terms of the Reinsurance Agreement as though such expense had been incurred by the CompanyCEDING COMPANY. C. Any debts or credits, matured or unmatured, liquidated or unliquidated, in favor of or against either the REINSURER or CEDING COMPANY with respect to this Agreement are deemed mutual debts or credits, as the case may be, and will be offset, and only the balance will be allowed or paid. However, in the event of liquidation, the REINSURER may offset against undisputed amounts which are due and payable to the CEDING COMPANY, only those undisputed amounts due the REINSURER which are not more than one-hundred-eighty (180) days past due at the date of the court order of liquidation. D. 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 ReinsurerREINSURER, the Company CEDING COMPANY may cancel this Agreement for new business by promptly providing recapture immediately all ceded benefits upon written notice to the ReinsurerREINSURER, its receiverliquidator, 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 receiver or statutory successor.. The CEDING COMPANY shall also have a claim on the REINSURER for any reinsurance credit amounts including reserves, unearned premiums and other amounts due the CEDING COMPANY on such reinsurance, at the date of recapture. Hartford Life Agreement No. 2000-24NYDB Effective May 8, 2000

Insolvency. 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 jurisdiction of the party's domicile. A. In the event of the insolvency of one or more of the Companyreinsured companies, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will shall be payable by the Reinsurer directly to the Company Reassured or to its Authorized Representativeliquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification on the basis of the liability of the Company under the Reinsured Policies Reassured without diminution because of the insolvency of the CompanyReassured or because the liquidator, receiver, conservator or statutory successor of the Reassured has failed to pay all or a portion of any claim. The Reinsurer will be liable only for It is agreed, however, that the amounts reinsured and will not be liquidator, receiver, conservator or become liable for any amounts or reserves to be held by statutory successor of the Company on policies reinsured under this Agreement. The Authorized Representative will Reassured shall give written notice to the Reinsurer Reinsurers of all pending claims the pendency of a claim against the Company Reassured indicating the policy or bond reinsured which claim would involve a possible liability on any policies reinsured the part of the Reinsurers within a reasonable time after such claims are claim is filed in the insolvency proceedings. While a claim is pendingconservation 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 proceedings proceeding where the such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company Reassured or the Authorized Representativeits liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will Reinsurers shall be chargeable, subject to court approvalthe approval of the Court, against the Company Reassured as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company Reassured solely as a result of the defense undertaken by the Reinsurer. Reinsurers. B. Where two or more reinsurers Reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will shall be apportioned in accordance with the terms of the Agreement this Contract as though such expense had been incurred by the Company. In Reassured. C. It is further understood and agreed that, in the event of insolvencythe insolvency of one or more of the reinsured companies, the Right of Offset afforded reinsurance under Article 6-1 will remain in full force and effect this Contract shall be payable directly by the Reinsurers to the extent permitted Reassured or to its liquidator, receiver or statutory successor, except as provided by applicable law. In 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 Reinsurer, Reassured or (2) where the Company may cancel this Agreement for new business by promptly providing Reinsurers with the Reinsurer, its receiver, rehabilitator, conservator, liquidator or statutory successor with written notice consent of the cancellation effective direct insured or insureds has assumed such policy obligations of the date on which Reassured as direct obligations of the Reinsurer's insolvency Reinsurers to the payees under such policies and in substitution for the obligations of the Reassured to such payees. D. It is established agreed by the authority responsible parties that all amounts owing under this Contract were incurred and owing on the inception date of this Contract, notwithstanding that the due date for such determination. Any requirement for a notification period prior payment is any date subsequent 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 successorinception date.

Insolvency. 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 jurisdiction of the party's domicile. A. In the event of the insolvency of the CompanyCEDING COMPANY, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will shall be payable by the Reinsurer directly to the Company CEDING COMPANY, or to its Authorized Representativeliquidator, receiver, conservator or statutory successor immediately upon demand on the basis of the liability of the Company under the Reinsured Policies CEDING COMPANY without diminution because of the insolvency of the CompanyCEDING 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 Reinsurer will be liable only for It is agreed, however, that the amounts reinsured and will not be liquidator, receiver, conservator or become liable for any amounts or reserves to be held by statutory successor of the Company on policies reinsured under this Agreement. The Authorized Representative will CEDING COMPANY shall give written notice to the Reinsurer REINSURER of all pending claims the pendency of a claim against the Company CEDING COMPANY which would involve a possible liability on any policies reinsured the part of the REINSURER, indicating the policy or bond reinsured, within a reasonable time after such claims are claim is filed in the insolvency proceedingsconservation or liquidation proceeding or in the receivership. While a It is further agreed that during the pendency of such claim is pending, the Reinsurer REINSURER may investigate such claim and interpose, at its own expense, in the proceedings proceeding where the such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company CEDING COMPANY or the Authorized Representativeits liquidator, receiver, conservator, or statutory successor. The expense thus incurred by the Reinsurer will REINSURER shall be chargeable, subject to court approvalthe approval of the Court, against the Company CEDING COMPANY as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company CEDING COMPANY solely as a result of the defense undertaken by the Reinsurer. REINSURER. B. Where two or more reinsurers Reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will shall be apportioned in accordance with the terms of the Agreement as though such expense had been incurred by the Company. In CEDING COMPANY. C. The reinsurance shall be payable by the event of insolvency, the Right of Offset afforded under Article 6-1 will remain in full force and effect REINSURER to the extent permitted by applicable law. In the event of the insolvency of the ReinsurerCEDING COMPANY or to its liquidator, 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, except where the REINSURER with the consent of the direct insured or insureds has voluntarily assumed such policy obligations of the CEDING COMPANY as direct obligations of the REINSURER to the payees under such policies and in substitution for the obligations of the CEDING COMPANY to the payees. Then, and in that event only, the CEDING 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, is entirely released from its obligation and the REINSURER pays any loss directly to payees under such policy.