Common use of Insolvency Clause in Contracts

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured without diminution because of the insolvency of the Reinsured or because the liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will give written notice to the Reinsurer of the pendency of a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, the Reinsurer may investigate the same and interpose, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or association. The expenses thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable court, against the Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.

Insolvency. In the event of the declared insolvency of the Reinsuredceding company, and payments due the appointment of a domiciliary liquidatorceding company on all reinsurance made, receiverceded, conservator renewed or statutory successor for the Reinsured, otherwise becoming effective under this reinsurance will Agreement shall be payable immediately upon demand, with reasonable provision for verification, by The Guardian directly to the Reinsured ceding company or to its domiciliary liquidator, receiver, or conservator or statutory successor, successor on the basis of the liability of the Reinsured ceding company under the policy or policies reinsured without diminution because of the insolvency of the Reinsured or because ceding company. It is understood, however, that in the liquidator, receiver, conservator or statutory successor event of insolvency of the Reinsured has failed to pay all or a portion of any claim. Every liquidatorceding company, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will give The Guardian shall be given written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability insolvent ceding company on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, a policy reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any such claim, the Reinsurer The Guardian may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Reinsured, to ceding company or its contract owner, liquidator or to any liquidator, receiver or statutory successor of successor. It is further understood that the Reinsured or guaranty fund or association. The expenses expense thus incurred by the Reinsurer will The Guardian shall be chargeable, subject to approval of the applicable courta court approval, against the Reinsured insolvent ceding company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured ceding company solely as a result of the defense undertaken by The Guardian. Where two or more assuming reinsurers participate in the Reinsurersame claim and a majority in interest elect to interpose a defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the ceding company. This In the event of the insolvency of The Guardian, as determined by the New York State Insurance Department, all reinsurance will ceded under this agreement may be payable directly immediately recaptured in full by the ceding company without penalty. The Guardian shall remain liable for the payment of any claim which had occurred prior to the Reinsured date of cancellation whether or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawnot due proof of such claim had actually been received.

Insolvency. Insolvency. In the event of the declared insolvency Ceding Company's insolvency, any payments ---------- due to the Ceding Company from the Reinsurer pursuant to the terms of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance Agreement will be payable immediately upon demand, with reasonable provision for verification, made directly to the Reinsured Ceding Company or its domiciliary conservator, liquidator, receiver, or conservator receiver or statutory successor, . Such payments will be made by the Reinsurer on the basis of the liability of the Reinsured Ceding Company under the annuities reinsured without diminution because of the insolvency of the Reinsured or because the Ceding Company. The conservator, liquidator, receiver, conservator receiver or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association Ceding Company will give the Reinsurer written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Ceding Company on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, any annuity reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the same and interposeCeding Company's name (or in the name of the Ceding Company's conservator, at its own expenseliquidator, receiver or statutory successor), in the proceeding where that such claim is to be adjudicated, any defense or defenses that it which the Reinsurer may deem available to the ReinsuredCeding Company or its conservator, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Ceding Company as a part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured Ceding Company solely as a result of the defense undertaken by the Reinsurer. This reinsurance In the event of the Reinsurer's insolvency, this treaty will terminate, and the terminal accounting and settlement described in Article X will occur. Any payments due the Reinsurer from the Ceding Company pursuant to the terms of this Agreement will be made directly to the Reinsurer or its conservator, liquidator, receiver or statutory successor. Any amounts owed by the Reinsurer to the Ceding Company will be payable directly to without diminution because of the Reinsured or to its domiciliary insolvency of the Reinsurer. The conservator, liquidator, receiver, conservator receiver or statutory successor, except as expressly required otherwise by applicable insurance lawsuccessor of the Reinsurer will give the Ceding Company written notice of the pendency of a claim against the Reinsurer on any annuity reinsured within a reasonable time after such claim is filed in the insolvency proceeding.

Insolvency. In the event of the declared insolvency of the ReinsuredRetrocedant, and this reinsurance shall be payable directly to the appointment of a domiciliary Retrocedant, or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Retrocedant without diminution because of the insolvency of the Reinsured Retrocedant or because the liquidator, receiver, conservator or statutory successor of the Reinsured Retrocedant has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Retrocedant shall give written notice to the Reinsurer Retrocessionaire of the pendency of a claim involving against the Reinsured Retrocedant indicating the Reinsurance Contract reinsured, which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, Retrocessionaire within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During and that during the pendency of any such claim, the Reinsurer Retrocessionaire may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Reinsured, to Retrocedant or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Retrocessionaire shall be chargeable, subject to the approval of the applicable court, against the Reinsured Retrocedant as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured Retrocedant solely as a result of the defense undertaken by the ReinsurerRetrocessionaire. This As to all reinsurance will made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable directly as set forth above by the Retrocessionaire to the Reinsured Retrocedant or to its domiciliary liquidator, receiver, conservator or statutory successor, except (1) where the Reinsurance Contracts specifically provide another payee in the event of the insolvency of the Retrocedant, or (2) where the Retrocessionaire with the consent of the insured or reinsureds, has assumed such Reinsurance Contract obligations of the Retrocedant as expressly required otherwise by applicable insurance lawdirect obligations of the Retrocessionaire to the payees under such Reinsurance Contracts and in substitution for the obligations of the Retrocedant to such payees.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the declared insolvency Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the ReinsuredCeding Company or its conservator, and the appointment of a domiciliary liquidator, receiver, conservator receiver or statutory successor for the Reinsuredsuccessor, this which shall not include a guarantee association or fund. The reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurer on the basis of the liability of the Reinsured Ceding Company under the Annuities without diminution because of the insolvency of the Reinsured or because the Ceding Company. The conservator, liquidator, receiver, conservator receiver or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association Ceding Company will give the Reinsurer written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Ceding Company on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, any Annuity within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the same and interposeCeding Company’s name (or in the name of the Ceding Company’s conservator, at its own expenseliquidator, receiver or statutory successor), in the proceeding where that such claim is to be adjudicated, any defense or defenses that it which the Reinsurer may deem available to the ReinsuredCeding Company or its conservator, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable court, against the Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.ARTICLE XI

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, reinsurance under this reinsurance will Agreement shall be payable by Reinsurers immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company under policy or policies reinsured without diminution because of the insolvency of the Reinsured Company to the Company or because the to its liquidator, receiverreceiver or statutory successor, conservator except as provided by Section 4118 (A) of the New York Insurance Law or except where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company, and where Reinsurers with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of Reinsurers to the payees under such policies and in substitution for the obligations of the Company to such payees. The liquidator or receiver or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer Reinsurers of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Company on the part of the Reinsurer to the Reinsured policy or its domiciliary liquidator, receiver, conservator or statutory successor, policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During insolvency proceeding and that during the pendency of any claim, the Reinsurer such claim Reinsurers may investigate the same such claim and interpose, at its their own expense, in the proceeding where that such claim is to be adjudicated, adjudicated any defense or defenses that it which they may deem available to the Reinsured, to Company or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Reinsurers shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured Company solely as a result of the defense undertaken by Reinsurers. Where two or more Reinsurers are involved in the Reinsurersame claim and a majority in interest elect to interpose defense to such claim the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company. This reinsurance will Should the Company go into liquidation or should a receiver be payable directly appointed Reinsurers shall be entitled to deduct from any sums which may be due or may become due to the Reinsured Company under this Agreement, any sums which are due to Reinsurers by the Company under this Agreement and which are payable at a fixed or stated date, as well as any other sums due to its domiciliary liquidatorReinsurers which are permitted to be offset under applicable law. In the event of the insolvency of any company or companies becoming included in the designation of “Company”, receiver, conservator this Article will apply only to the insolvent company or statutory successor, except as expressly required otherwise by applicable insurance lawcompanies.

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this This reinsurance will shall be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, by CNA on the basis of the liability of the Reinsured IGF under Policy or Policies reinsured without diminution diminution, because of the insolvency of the Reinsured IGF, to IGF or because the its liquidator, receiver, conservator or statutory successor. In the event of insolvency of IGF, the liquidator or receiver or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will IGF shall give written notice to the Reinsurer CNA of the pendency of a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability filed against IGF on the part of the Reinsurer to the Reinsured Policy or its domiciliary liquidator, receiver, conservator or statutory successor, Policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, the Reinsurer such claim CNA may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem available to the Reinsured, to IGF or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus incurred by the Reinsurer will CNA shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured IGF as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit benefits which may accrue to the Reinsured IGF solely as a result of the defense so undertaken by CNA. Should IGF go into liquidation or 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 due to CNA by IGF under this Agreement and which are payable at a fixed or stated date, as well as any other sums due to CNA which are permitted to be offset under applicable law. It is further understood and agreed that, in the Reinsurer. This event of the insolvency of IGF, the reinsurance will under this Agreement shall be payable directly by CNA to the Reinsured IGF or to its domiciliary liquidator, receiver, conservator 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 expressly required otherwise by applicable insurance lawdirect 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. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the declared insolvency Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the ReinsuredCeding Company or its conservator, and the appointment of a domiciliary liquidator, receiver, conservator receiver or statutory successor for the Reinsuredsuccessor, this which shall not include a guarantee association or fund. The reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurer on the basis of the liability of the Reinsured Ceding Company under the Annuities without diminution because of the insolvency of the Reinsured or because the Ceding Company. The conservator, liquidator, receiver, conservator receiver or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association Ceding Company will give the Reinsurer written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Ceding Company on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, any annuity reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the same and interposeCeding Company’s name (or in the name of the Ceding Company’s conservator, at its own expenseliquidator, receiver or statutory successor), in the proceeding where that such claim is to be adjudicated, any defense or defenses that it which the Reinsurer may deem available to the ReinsuredCeding Company or its conservator, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Ceding Company as a part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which that may accrue to the Reinsured Ceding Company solely as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this This reinsurance will shall be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on Reinsurer and the basis of the liability of the Reinsured Company under Policy or Policies reinsured without diminution diminution, because of the insolvency of the Reinsured Company, to the Company or because the its liquidator, receiver, conservator or statutory successor. In the event of insolvency of the Company, the liquidator or receiver or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer of the pendency of a claim involving filed against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Company on the part of the Reinsurer to the Reinsured Policy or its domiciliary liquidator, receiver, conservator or statutory successor, Policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, such claim the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem available to the Reinsured, to Company or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit benefits, which may accrue to the Reinsured Company solely as a result of the defense so undertaken by the Reinsurer. This Should the Company go into liquidation or should a receiver be appointed, the Reinsurer shall be entitled to deduct from any sums which may be or may become due to the Company any sums which are due to the Reinsurer by the Company and which are payable at a fixed or stated date under this Agreement, to the full extent permitted under the laws of the insolvent party's state of domicile. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance will under this Agreement shall be payable directly by the Reinsurer to the Reinsured Company or to its domiciliary liquidator, receiver or statutory successor except a) where this Agreement specifically provides another payee or such reinsurance in the event of the insolvency of the Company or b) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy 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 parties to this Agreement or, in the event of the Company's insolvency, its liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawhave any rights under this Agreement.

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this This reinsurance will shall be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurer on the basis of the liability of the Reinsured Company under Policy or Policies reinsured without diminution diminution, because of the insolvency of the Reinsured Company, to the Company or because the its liquidator, receiver, conservator or statutory successor. In the event of insolvency of the Company, the liquidator or receiver or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer of the pendency of a claim involving filed against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Company on the part of the Reinsurer to the Reinsured Policy or its domiciliary liquidator, receiver, conservator or statutory successor, Policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, such claim the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem available to the Reinsured, to Company or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit benefits which may accrue to the Reinsured Company solely as a result of the defense so undertaken by the Reinsurer. This Should the Company go into liquidation or should a receiver be appointed, the Reinsurer shall be entitled to deduct from any sums which may be or may become due to the Company under this reinsurance will Contract, any sums which are due to the Reinsurer by the Company under this Contract and which are payable at a fixed or stated date, as well as any other sums due to the Reinsurer which are permitted to be offset under applicable law. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Reinsured Company or to its domiciliary liquidator, receiver, conservator receiver or statutory successor, except a) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and b) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as expressly required otherwise by applicable insurance lawdirect 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 parties to this Contract or, in the event of the Company's insolvency, its liquidator, receiver, or statutory successor, have any rights under this Contract.

Insolvency. A. In the event of the declared insolvency of one or more of the Reinsuredreinsured companies, and this reinsurance shall be payable directly to the appointment of a domiciliary company or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured company without diminution because of the insolvency of the Reinsured company or because the liquidator, receiver, conservator or statutory successor of the Reinsured company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will company shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured company indicating the policy or bond reinsured which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During and that during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to company or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to the approval of the applicable courtCourt, against the Reinsured company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured company solely as a result of the defense undertaken by the Reinsurer. This B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the company. C. It is further understood and agreed that, in the event of the insolvency of one or more of the reinsured companies, the reinsurance will under this Contract shall be payable directly by the Reinsurer to the Reinsured company or to its domiciliary liquidator, receiver, conservator receiver or statutory successor, except as expressly required otherwise provided by applicable insurance lawSection 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the company to such payees.

Insolvency. In the event of the declared insolvency of the Reinsureda Ceding Company, and the appointment of a domiciliary this reinsurance as to Insurance Contracts issued by such Ceding Company shall be payable directly to such Ceding Company or its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability amount of the Reinsured claims allowed in the insolvency proceeding without diminution because of the insolvency of the Reinsured such Ceding Company or because the liquidator, receiver, conservator or statutory successor of the Reinsured such Ceding Company has failed or is unable to pay all or a portion of any a claim, except where (a) this Agreement specifically provides another payee of such reinsurance in the event of such Ceding Company’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 to the payees under such policies and in full and complete substitution for the obligations of such Ceding Company to such payees. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will shall give written notice to the Reinsurer of the pendency of a claim involving against such Ceding Company indicating the Reinsured indicating Subject Policy which of the underlying insurance contracts would involve involves a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership and that, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to such Ceding Company or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtCourt’s approval, against the Reinsured such Ceding Company as part of the expense of the conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Reinsured such Ceding Company solely as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will shall be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured as a result of claims allowed against the Reinsured 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 Reinsured or because the liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will shall give written notice to the Reinsurer of the pendency of a claim involving the Reinsured indicating which of the underlying insurance contracts policies would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, the Reinsurer may investigate the same and interpose, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to its contract ownerpolicyholder, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationReinsured. The expenses thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable court, against the Reinsured as part of the expense of on conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured as a result of the defense undertaken by the Reinsurer. This reinsurance will shall be payable directly by the Reinsurer to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law. 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 Ceding Company, or its liquidator, receiver or statutory successor, or the Reinsurer with respect to this Agreement and any other agreements between the Ceding Company, or its liquidator, receiver or statutory successor and the Reinsurer are deemed to be mutual debts and credits and shall be set off and only the net balance shall be paid.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and this reinsurance shall be payable directly to the appointment of a domiciliary Company or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. of the Reinsured Company without diminution because of the insolvency of the Reinsured Company or because the liquidator, receiver, conservator or statutory successor of the Reinsured Company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer Retrocessionaire of the pendency of a claim involving against the Reinsured Company indicating the policy or bond reinsured which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, Retrocessionaire within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During and that during the pendency of any such claim, the Reinsurer Retrocessionaire may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to Company or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Retrocessionaire shall be chargeable, subject to the approval of the applicable court, against the Reinsured Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured Company solely as a result of the defense undertaken by the ReinsurerRetrocessionaire. This reinsurance will In the event of the insolvency of the Company the sums held in trust for the Retrocessionaire shall continue to be kept separate and continue to be held in trust for the benefit of the Retrocessionaire and subject to the terms of this Agreement shall continue to be beneficially owned by and payable to the Retrocessionaire. In the event of the insolvency of the Retrocessionaire, all amounts due but not paid to the Retrocessionaire by the Company on such date under this Agreement and any other contract, regardless of the date on which they became due, and all amounts which become due to the Retrocessionaire by the Company after that date under this Agreement and any other contract may be retained by the Company and set off (to the extent permitted by applicable law) against the amounts due by the Retrocessionaire under this Agreement and any other contract, whether they were due before the insolvency or become due after. The balance only, if any, shall be payable directly by the Company to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawRetrocessionaire at the expiry of all liability under this Agreement and any other contract between the parties.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and this reinsurance shall be payable directly to the appointment of a domiciliary Company or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company without diminution because of the insolvency of the Reinsured Company or because the liquidator, receiver, conservator or statutory successor of the Reinsured Company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer Retrocessionaire of the pendency of a claim involving against the Reinsured Company indicating the policy or bond reinsured which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, Retrocessionaire within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During and that during the pendency of any such claim, the Reinsurer Retrocessionaire may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to Company or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Retrocessionaire shall be chargeable, subject to the approval of the applicable court, against the Reinsured Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured Company solely as a result of the defense undertaken by the ReinsurerRetrocessionaire. This reinsurance will In the event of the insolvency of the Company, the sums held in trust for the Retrocessionaire shall continue to be kept separate and continue to be held in trust for the benefit of the Retrocessionaire and subject to the terms of this Agreement shall continue to be beneficially owned by and payable to the Retrocessionaire. In the event of the insolvency of the Retrocessionaire, all amounts due but not paid to the Retrocessionaire by the Company on such date under this Agreement and any other contract, regardless of the date on which they became due, and all amounts which become due to the Retrocessionaire by the Company after that date under this Agreement and any other contract may be retained by the Company and set off (to the extent permitted by applicable law) against the amounts due by the Retrocessionaire under this Agreement and any other contract, whether they were due before the insolvency or become due after. The balance only, if any, shall be payable directly by the Company to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawRetrocessionaire at the expiry of all liability under this Agreement and any other contract between the parties [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and this reinsurance shall be payable directly to the appointment of a domiciliary Company or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company without diminution because of the insolvency of the Reinsured Company or because the liquidator, [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. receiver, conservator or statutory successor of the Reinsured Company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer Retrocessionaire of the pendency of a claim involving against the Reinsured Company indicating the policy or bond reinsured which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, Retrocessionaire within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During and that during the pendency of any such claim, the Reinsurer Retrocessionaire may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to Company or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Retrocessionaire shall be chargeable, subject to the approval of the applicable court, against the Reinsured Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured Company solely as a result of the defense undertaken by the ReinsurerRetrocessionaire. This reinsurance will In the event of the insolvency of the Company the sums held in trust for the Retrocessionaire shall continue to be kept separate and continue to be held in trust for the benefit of the Retrocessionaire and subject to the terms of this Agreement shall continue to be beneficially owned by and payable to the Retrocessionaire. In the event of the insolvency of the Retrocessionaire, all amounts due but not paid to the Retrocessionaire by the Company on such date under this Agreement and any other contract, regardless of the date on which they became due, and all amounts which become due to the Retrocessionaire by the Company after that date under this Agreement and any other contract may be retained by the Company and set off (to the extent permitted by applicable law) against the amounts due by the Retrocessionaire under this Agreement and any other contract, whether they were due before the insolvency or become due after. The balance only, if any, shall be payable directly by the Company to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawRetrocessionaire at the expiry of all liability under this Agreement and any other contract between the parties.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and this reinsurance shall be payable directly to the appointment of a domiciliary Company, or to its liquidator, 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 Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly obligations of the Company to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, such payees) on the basis of the liability of the Reinsured claim or claims allowed by such liquidator, receiver, conservator or statutory successor without diminution because of the insolvency of the Reinsured Company or because the liquidator, receiver, conservator or statutory successor of the Reinsured Company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured Company indicating the policy reinsured which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at their own expense, in the proceeding where such claim is to be adjudicated any defense or defenses that they may deem available to the Reinsured Company or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, the Reinsurer may investigate the same and interpose, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or association. The expenses expense thus incurred by the Reinsurer will shall be chargeable, chargeable subject to the approval of the applicable court, court against the Reinsured Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured Company solely as a result of the defense undertaken by the Reinsurer. This When two or more Reinsurers are involved in the same claim and a majority in interest elects to interpose defense to such claim, the expenses shall be apportioned in accordance with the terms of the reinsurance will be payable directly to Agreement as though such expense had been incurred by the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawCompany.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and this reinsurance shall be payable directly to the appointment of a domiciliary Company or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company without diminution because of the insolvency of the Reinsured [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Company or because the liquidator, receiver, conservator or statutory successor of the Reinsured Company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured Company indicating the policy or bond reinsured which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During and that during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to Company or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to the approval of the applicable court, against the Reinsured Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured Company solely as a result of the defense undertaken by the Reinsurer. This reinsurance will In the event of the insolvency of the Company the sums held in trust for the Reinsurer shall continue to be kept separate and continue to be held in trust for the benefit of the Reinsurer and subject to the terms of this Agreement shall continue to be beneficially owned by and payable to the Reinsurer. In the event of the insolvency of the Reinsurer, all amounts due but not paid to the Reinsurer by the Company on such date under this Agreement and any other contract, regardless of the date on which they became due, and all amounts which become due to the Reinsurer by the Company after that date under this Agreement and any other contract may be retained by the Company and set off (to the extent permitted by applicable law) against the amounts due by the Reinsurer under this Agreement and any other contract, whether they were due before the insolvency or become due after. The balance only, if any, shall be payable directly by the Company to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawReinsurer at the expiry of all liability under this Agreement and any other contract between the parties.

Insolvency. In the event of the declared insolvency Ceding Company's insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the ReinsuredCeding Company or its conservator, and the appointment of a domiciliary liquidator, receiver, conservator receiver or statutory successor for the Reinsured, this successor. The reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurer on the basis of the liability of the Reinsured Ceding Company under the annuities reinsured without diminution because of the insolvency of the Reinsured or because the Ceding Company. The conservator, liquidator, receiver, conservator receiver or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association Ceding Company will give the Reinsurer written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Ceding Company on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, any annuity reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the same and interposeCeding Company's name (or in the name of the Ceding Company's conservator, at its own expenseliquidator, receiver or statutory successor), in the proceeding where that such claim is to be adjudicated, any defense or defenses that it which the Reinsurer may deem available to the ReinsuredCeding Company or its conservator, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Ceding Company as a part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured Ceding Company solely as a result of the defense undertaken by the Reinsurer. This reinsurance In the event of the Reinsurer's insolvency, this treaty will terminate, and the terminal accounting and settlement described in Article IX will occur. Any payments due the Reinsurer from the Ceding Company pursuant to the terms of this Agreement will be made directly to the Reinsurer or its conservator, liquidator, receiver or statutory successor. Any amounts owed by the Reinsurer to the Ceding Company will be payable directly to without diminution because of the Reinsured or to its domiciliary insolvency of the Reinsurer. The conservator, liquidator, receiver, conservator receiver or statutory successor, except as expressly required otherwise by applicable insurance lawsuccessor of the Reinsurer will give the Ceding Company written notice of the pendency of a claim against the Reinsurer on any annuity reinsured within a reasonable time after such claim is filed in the insolvency proceeding.

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured without diminution because of the insolvency of the Reinsured or because the liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will give written notice to the Reinsurer of the pendency of a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, the Reinsurer may investigate the same and interpose, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or association. The expenses thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable court, against the Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and this reinsurance shall be payable directly to the appointment of a domiciliary Company or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company without diminution because of the insolvency of the Reinsured Company or because the liquidator, receiver, conservator or statutory successor of the Reinsured Company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer Retrocessionaire of the pendency of a claim involving against the Reinsured Company indicating the policy or bond reinsured which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, Retrocessionaire within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During and that during the pendency of any such claim, the Reinsurer Retrocessionaire may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to Company or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Retrocessionaire shall be chargeable, subject to the approval of the applicable court, against the Reinsured Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured Company solely as a result of the defense undertaken by the ReinsurerRetrocessionaire. This reinsurance will In the event of the insolvency of the Company the sums held in trust for the Retrocessionaire shall continue to be kept separate and continue to be held in trust for the benefit of the Retrocessionaire and subject to the terms of this Agreement shall continue to be beneficially owned by and payable to the Retrocessionaire. In the event of the insolvency of the Retrocessionaire, all amounts due but not paid to the Retrocessionaire by the Company on such date under this Agreement and any other contract, regardless of the date on which they became due, and all amounts which become due to the Retrocessionaire by the Company after that date under this Agreement and any other contract may be retained by the Company and set off (to the extent permitted by applicable law) against the amounts due by the Retrocessionaire under this Agreement and any other contract, whether they were due before the insolvency or become due after. The balance only, if any, shall be payable directly by the Company to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawRetrocessionaire at the expiry of all liability under this Agreement and any other contract between the parties.

Insolvency. In the event of the declared insolvency of the ReinsuredRetrocedant, and this reinsurance shall be payable directly to the appointment of a domiciliary Retrocedant, or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of reported claims allowed against the liability of the Reinsured insolvent Retrocedant by any court in a liquidation proceeding, without diminution because of the insolvency of the Reinsured Retrocedant or because the liquidator, receiver, conservator or statutory successor of the Reinsured Retrocedant has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Retrocedant shall give written notice to the Reinsurer Retrocessionaire of the pendency of a claim involving against the Reinsured Retrocedant indicating the Reinsurance Contract reinsured, which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, Retrocessionaire within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During and that during the pendency of any such claim, the Reinsurer Retrocessionaire may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Reinsured, to Retrocedant or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Retrocessionaire shall be chargeable, subject to the approval of the applicable court, against the Reinsured Retrocedant as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured Retrocedant solely as a result of the defense undertaken by the ReinsurerRetrocessionaire. This As to all reinsurance will made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable directly as set forth above by the Retrocessionaire to the Reinsured Retrocedant or to its domiciliary liquidator, receiver, conservator or statutory successor, except (1) where the Reinsurance Contracts specifically provide another payee in the event of the insolvency of the Retrocedant, or (2) where the Retrocessionaire with the consent of the insured or reinsureds, has assumed such Reinsurance Contract obligations of the Retrocedant as expressly required otherwise by applicable insurance lawdirect obligations of the Retrocessionaire to the payees under such Reinsurance Contracts and in substitution for the obligations of the Retrocedant to such payees.

Insolvency. In the event of the declared insolvency of any company that is a party to this Agreement, this reinsurance shall be payable directly to the Reinsuredcompany, and the appointment of a domiciliary or to its liquidator, receiver, receiver or conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured company without diminution because of the insolvency of the Reinsured company or because the liquidator, receiver, conservator or statutory successor of the Reinsured company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will company shall give written notice to the Reinsurer reinsurers of the pendency of a claim involving against the Reinsured company indicating the policy or bond reinsurance which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, reinsurers within a reasonable amount of time after the that claim is filed in the conservationconservation or liquidation proceeding or in the receivership, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During and that during the pendency of any claim, that claim the Reinsurer reinsurers may investigate the same that claim and interpose, at its their own expense, in the proceeding where that claim is to be adjudicated, adjudicated any defense or defenses that it (s) they may deem available to the Reinsured, to company or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus This expense incurred by the Reinsurer will reinsurers shall be chargeable, subject to the approval of the applicable court, against the Reinsured company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured company solely as a result of the defense undertaken by the Reinsurerreinsurers. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to that claim, the expense shall be apportioned in accordance with the terms of the reinsurance agreement as though that expense had been incurred by the company. This insolvency clause shall not preclude the reinsurer from asserting any excuse of defense to payment of this reinsurance will be payable directly to other than the Reinsured excuses or to its domiciliary defenses of the insolvency of the company and the failure of the company's liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawsuccessor to pay all or a portion of the claim.

Insolvency. In the event of the declared insolvency of the ReinsuredRetrocedant, and the appointment of a domiciliary this reinsurance shall be payable directly to Retrocedant, or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Retrocedant without diminution because of the insolvency of the Reinsured Retrocedant or because the liquidator, receiver, conservator or statutory successor of the Reinsured Retrocedant has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Retrocedant shall give written notice to the Reinsurer Retrocessionaire of the pendency of a claim involving against Retrocedant indicating the Reinsured indicating Reinsurance Contract, which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, Retrocessionaire within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During and that during the pendency of any such claim, the Reinsurer Retrocessionaire may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Reinsured, to Retrocedant or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Retrocessionaire shall be chargeable, subject to the approval of the applicable court, against the Reinsured Retrocedant as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured Retrocedant solely as a result of the defense undertaken by Retrocessionaire. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the Reinsurer. This reinsurance will shall be payable directly as set forth above by Retrocessionaire to the Reinsured Retrocedant or to its domiciliary liquidator, receiver, conservator or statutory successor, except (i) where the Reinsurance Contracts specifically provide another payee in the event of the insolvency 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 expressly required otherwise by applicable insurance law.direct obligations of Retrocessionaire to the payees under such Reinsurance Contracts and in substitution for the obligations of the Retrocedant to such payees. For the purposes of this Section 16, an Insolvency Event shall occur if:

Insolvency. In the event of the declared insolvency insolvency, liquidation or rehabilitation of the Reinsured, and Ceding Company or the appointment of a domiciliary liquidator, receiver, conservator receiver or statutory successor of the Ceding Company, the reinsurance coverage provided hereunder shall be payable by the Reinsurer directly to the Ceding Company or to its liquidator, receiver or statutory successor, on the basis of the liability of the Ceding Company for the ReinsuredPolicy Liabilities without diminution because of such insolvency, this 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 reinsurance will being provided hereunder shall be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of claims allowed against the liability Ceding Company by any court of the Reinsured without diminution because of the insolvency of the Reinsured competent jurisdiction or because by any liquidator, receiver or statutory successor. In any such event, the liquidator, receiver, conservator receiver or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Ceding Company shall give written notice to the Reinsurer of the pendency of a each claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer Ceding Company with respect to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, such Policy Liabilities within a reasonable amount of time after the each such claim is filed in the conservationinsolvency, liquidation, receivership liquidation or other rehabilitation proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claimsuch claims, the Reinsurer may investigate the same and interposemay, at its own expense, investigate such claim and interpose in the proceeding where that in which such claim is to be adjudicated, adjudicated any defense or defenses that it defenses, which the Reinsurer may reasonably deem available to the Reinsured, to Ceding Company or its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus incurred in connection therewith by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Ceding Company as part of the expense of conservation such insolvency, liquidation or liquidation rehabilitation to the extent of a pro rata share of the benefit any benefit, which may accrue accrues to the Reinsured Ceding Company, solely as a result of the defense or defenses undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.

Insolvency. In the event of the declared insolvency of the Reinsured, and this Agreement shall be payable directly to the appointment of a domiciliary Reinsured, or its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured without diminution because of the insolvency of the Reinsured or because the liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating the Policy or bond reinsured, which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at their own expense, in the proceeding where such claim is to be adjudicated any defense(s) that they may deem available to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, the Reinsurer may investigate the same and interpose, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or association. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to the approval of the applicable court, against the Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured solely as a result of the defense undertaken by the Reinsurer. This Where two or more Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the reinsurance will Contract as though such expense had been incurred by the Reinsured. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable directly as set forth above by the Reinsurer to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except (1) where the Agreement specifically provides another payee in the event of the insolvency of the Reinsured; and (2) where the Reinsurer, with the consent of the direct insured(s), have assumed such Policy obligations of the Reinsured as expressly required otherwise by applicable insurance lawdirect obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the 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 Policy.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and this reinsurance shall be payable by the appointment of a domiciliary Reinsurer directly to the Company, or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company without diminution because of the insolvency of the Reinsured Company or because the liquidator, receiver, conservator conservator, or statutory successor of the Reinsured Company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator conservator, or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured Company indicating the policy or bond reinsured which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During and that during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the ReinsuredCompany or its liquidator, to its contract ownerreceiver, conservator, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to the approval of the applicable court, against the Reinsured Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured Company solely as a result of the defense undertaken by the Reinsurer. This Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of their respective reinsurance will agreements as though such expense had been incurred by the Company. The reinsurance shall be payable directly by the Reinsurer to the Reinsured Company or to its domiciliary liquidator, receiver, conservator conservator, or statutory successor, except as expressly required otherwise provided by applicable insurance lawSection 4118(a) of the New York Insurance Law or except (a) where the agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company, and (b) where the Reinsurer, with the consent of the direct insured or insureds, has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company to such payees.

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured without diminution because of the insolvency of the Reinsured or because the liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will give written notice to the Reinsurer of the pendency of a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, the Reinsurer may investigate the same and interpose, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or association. The expenses thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable court, against the Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsurer to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this This reinsurance will shall be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurer on the basis of the liability of the Reinsured Company(ies) under policy or policies reinsured without diminution diminution, because of the insolvency of the Reinsured Company, to the Company(ies) or because the its liquidator, receiver, conservator or statutory successor. In the event of insolvency of one or more of the Companies, the liquidator or receiver or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company (ies) shall give written notice to the Reinsurer of the pendency of a claim involving filed against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Company(ies) on the part of the Reinsurer to the Reinsured Policy or its domiciliary liquidator, receiver, conservator or statutory successor, Policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, such claim the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem available to the Reinsured, to Company(ies) or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Company(ies) as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit benefits which may accrue to the Reinsured Company(ies) solely as a result of the defense so undertaken by the Reinsurer. This Should one or more of the Companies go into liquidation or should a receiver be appointed, the Reinsurer shall be entitled to deduct from any sums which may be or may become due to the Company(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 parties hereto, to the full extent permitted under the laws of the insolvent party's state of domicile. It is further understood and agreed that, in the event of the insolvency of the Companies, the reinsurance will under this Contract shall be payable directly by the Reinsurer to the Reinsured Company(ies) or to its domiciliary liquidator, receiver or statutory successor except a) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company(ies) and b) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company(ies) as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company(ies) to such payees. In no event shall anyone other than the parties to this Contract or, in the event of the insolvency of one or more of the Companies, its liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawhave any rights under this Contract.

Insolvency. In the event of the declared insolvency of the ReinsuredRetrocedant, and the appointment of a domiciliary this reinsurance shall be payable directly to Retrocedant, or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Retrocedant without diminution because of the insolvency of the Reinsured Retrocedant or because the liquidator, receiver, conservator or statutory successor of the Reinsured Retrocedant has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Retrocedant shall give written notice to the Reinsurer Retrocessionaire of the pendency of a claim involving against Retrocedant indicating the Reinsured indicating Reinsurance Contract, which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, Retrocessionaire within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During and that during the pendency of any such claim, the Reinsurer Retrocessionaire may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, adjudicated any defense defence or defenses defences that it may deem available to the Reinsured, to Retrocedant or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Retrocessionaire shall be chargeable, subject to the approval of the applicable court, against the Reinsured Retrocedant as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured Retrocedant solely as a result of the defense defence undertaken by Retrocessionaire. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the Reinsurer. This reinsurance will shall be payable directly as set forth above by Retrocessionaire to the Reinsured Retrocedant or to its domiciliary liquidator, receiver, conservator or statutory successor, except (i) where the Reinsurance Contracts specifically provide another payee in the event of the insolvency 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 expressly required otherwise by applicable insurance law.direct obligations of Retrocessionaire to the payees under such Reinsurance Contracts and in substitution for the obligations of the Retrocedant to such payees. For the purposes of this Section, "insolvency of Retrocedant" shall occur if:

Insolvency. (If more than one reinsured company is referenced within the definition of “Company” in the Preamble to this Contract, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company intended to be covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company intended to be covered hereunder, that domiciliary state’s laws shall prevail.) 2007 Workers’ Compensation Clash Excess of Loss Contract — January 1, 2007 In the event of the declared insolvency of the ReinsuredCompany, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, reinsurance under this reinsurance will Contract shall be payable immediately upon on demand, with reasonable provision for verification, directly to on the Reinsured basis of claims allowed against the insolvent Company by any court of competent jurisdiction or its domiciliary by any liquidator, receiver, or conservator or statutory successorconservator, on the basis of the liability of the Reinsured without diminution because of the insolvency of the Reinsured or because the liquidator, receiver, conservator or statutory successor of the Reinsured Company 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 claimclaims. Every Such payments by the Subscribing Reinsurer shall be made directly to the Company or its liquidator, receiver, conservator conservator, or statutory successor, except to the extent Section 4118(a) of the New York Insurance Law applies, or except (a) where the Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company, or (b) where the Subscribing Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Subscribing Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. It is agreed, however, that the liquidator, receiver, conservator, or statutory successor of the Reinsured or guaranty fund or association will insolvent Company shall give written notice to the Subscribing Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability insolvent Company on the part of the Reinsurer to the Reinsured Policy or its domiciliary liquidator, receiver, conservator or statutory successor, Policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During insolvency proceeding and that during the pendency of any claim, such claim the Subscribing Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem available to the ReinsuredCompany or its liquidator, to its contract ownerreceiver, conservator, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Subscribing Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit benefit, which may accrue to the Reinsured Company solely as a result of the defense undertaken by the Subscribing Reinsurer. This reinsurance will Where two or more Reinsurers are involved in the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be payable directly apportioned in accordance with the terms of this Contract as though such expense had been incurred by the insolvent Company. With respect to California Workers Compensation loss (es), it is agreed that in the Reinsured event of any delinquency proceeding, receivership, or insolvency of the Company and/or the failure of the Subscribing Reinsurer, for any reason, to its domiciliary liquidatormake payments under this Contract, receiverthe Insurance Commissioner of California may, conservator or statutory successorupon 30-days notice, except as expressly required otherwise draw upon any sums from the deposit made by applicable insurance lawthe Subscribing Reinsurer in accordance with the provisions of sections 11691 — 11703 of the California Insurance Code.

Insolvency. In Reinsurer hereby agrees that, as to all reinsurance made, ceded, renewed or otherwise becoming effective hereunder, the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will shall be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, by Reinsurer on the basis of the liability of Cedent under the Reinsured Coinsured Contracts reinsured on an indemnity basis, directly to Cedent or to its conservator, liquidator, receiver or other statutory successor without diminution because of (i) the insolvency insolvency, liquidation or rehabilitation of Cedent, (ii) the Reinsured or because the liquidatorappointment of a conservator, receiver, conservator liquidator or statutory successor of Cedent, or (iii) the Reinsured has failed failure of the conservator, receiver, liquidator or statutory successor of Cedent to pay all or a portion of any claim. Every liquidatorIt is agreed that any conservator, receiver, conservator liquidator or statutory successor of the Reinsured or guaranty fund or association will Cedent shall give prompt written notice to the Reinsurer of the pendency or submission of a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, under any such Coinsured Contracts within a reasonable amount of time after the such claim is filed in the receivership, conservation, liquidation, receivership insolvency or other liquidation proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the ReinsuredCedent or its conservator, to its contract ownerreceiver, or to any liquidator, receiver liquidator or statutory successor except where: (i) the Coinsured Contract specifies another payee of such reinsurance in the event of the Reinsured or guaranty fund or associationinsolvency of Cedent and (ii) Reinsurer, with the consent of the direct insureds has assumed such policy obligations of Cedent as its direct obligations to the payees under such Coinsured Contracts, in substitution for the obligations of Cedent to such payees. The expenses expense thus incurred by the Reinsurer will be chargeableis chargeable against Cedent, subject to the approval of the applicable court, against the Reinsured as a part of the expense of conservation insolvency, liquidation or liquidation rehabilitation to the extent of a pro rata proportionate share of the benefit which may accrue accrues to the Reinsured Cedent solely as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.

Insolvency. Company's Insolvency The portion of any risk or obligation assumed by the reinsurer, when such portion is ascertained, shall be payable on demand of the ceding insurer at the same time as the ceding insurer shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the reinsurer, on the basis of the liability of the ceding insurer under the contract or contracts reinsured without diminution because of the insolvency of the ceding insurer. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidatorconservator, receiver, conservator liquidator or statutory successor for of the Reinsuredceding company, this reinsurance will such portion shall be payable to such conservator, liquidator or statutory successor immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of claims allowed against the liability insolvent company by any court of the Reinsured without diminution because of the insolvency of the Reinsured competent jurisdiction or because the liquidatorby any conservator, receiver, conservator liquidator or statutory successor of the Reinsured company 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 claimclaims. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall have to give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer Company subject to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, this Agreement within a reasonable amount of time after the such a claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During insolvency proceeding and that during the pendency of any such claim, the Reinsurer may investigate the same such claim and interposeraise, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that which it may deem available to the Reinsured, to Company or its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus expense incurred by the Reinsurer will shall be chargeable, subject to approval of court approval, to the applicable court, against the Reinsured Company as part of the expense of conservation or liquidation to the extent of a pro rata the proportionate share of the benefit benefits which may accrue to the Reinsured Company as a result of the defense undertaken by the Reinsurer. This When two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense shall be apportioned in accordance with the terms of the reinsurance will be payable directly to agreements the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except same as expressly required otherwise though such expense had been incurred by applicable insurance lawthe Company.

Insolvency. (This Article shall apply severally to each reinsured company referenced within the definition of “Company” in the Preamble to this Contract. Further, this Article and the laws of its domiciliary state shall apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company hereunder, that domiciliary state’s laws shall prevail.) In the event of the declared insolvency of the ReinsuredCompany, and this reinsurance (or the appointment portion of a domiciliary any risk or obligation assumed by the reinsurer, if required by applicable law) shall be payable directly to the Company, or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, either: (1) on the basis of the liability of the Reinsured Company, or (2) on the 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 Reinsured Company or because the liquidator, receiver, conservator or statutory successor of the Reinsured Company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory statory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured Company indicating the Policy or bond reinsured, which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During and that during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Reinsured, to Company or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to the approval of the applicable court, against the Reinsured Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Reinsured Company solely as a result of the defense undertaken by the Reinsurer. This Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this reinsurance will Contract as though such expense had been incurred by the Company. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Contract, the reinsurance shall be payable directly as set forth above by the Reinsurer to the Reinsured Company or to its domiciliary liquidator, receiver, conservator or statutory successor, (except as expressly required otherwise provided by applicable insurance lawSections 4118(a)(1)(A) and 1114(c) of the New York Insurance law applies) or except (1) where the Contract specifically provides another payee in the event of insolvency of the Company, or (2) where the Reinsurer, with the consent of the direct insured or insureds, has assumed such Contract Bond obligations of the Company as direct obligations of the Reinsurer to the payees. Then, and in the event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Insurance of the State of New York, or with prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Contract Bond.

Insolvency. In the event of the declared insolvency of the ReinsuredCEDING COMPANY, and any reinsurance death benefits due will be payable directly to the appointment of a domiciliary liquidator, receiver, conservator receiver or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured CEDING COMPANY without diminution because of the insolvency of the Reinsured or because CEDING COMPANY. All other terms of this Agreement will remain in effect, including but not limited to the CEDING COMPANY's obligation to pay reinsurance premiums pursuant to this Agreement. In the event of insolvency of the CEDING COMPANY, the liquidator, receiver, conservator receiver or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will immediately give written notice to the Reinsurer REINSURER of all pending claims against the pendency of CEDING COMPANY on any policies reinsured. While a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claimpending, the Reinsurer REINSURER may investigate the same and interpose, at its own expense, in the proceeding proceedings where that the claim is to be adjudicated, any defense or defenses that which it may deem available to the Reinsured, to CEDING COMPANY or its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus expense incurred by the Reinsurer REINSURER will be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured CEDING COMPANY as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured CEDING COMPANY solely as a result of the defense undertaken by the ReinsurerREINSURER. This reinsurance Where 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 expense will be payable directly apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the CEDING COMPANY. 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 or with respect to any other claim of one party against the Reinsured other are deemed mutual debts or to its domiciliary liquidatorcredits, receiveras the case may be, conservator and will be offset, and only the balance will be allowed or statutory successor, except as expressly required otherwise by applicable insurance lawpaid.

Insolvency. In the event of the declared insolvency Ceding Company's insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the ReinsuredCeding Company or its conservator, and the appointment of a domiciliary liquidator, receiver, conservator receiver or statutory successor for the Reinsured, this successor. The reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurer on the basis of the liability of the Reinsured Ceding Company under the annuities reinsured without diminution because of the insolvency of the Reinsured or because the Ceding Company. The conservator, liquidator, receiver, conservator receiver or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association Ceding Company will give the Reinsurer written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Ceding Company on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, any annuity reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the same and interposeCeding Company's name (or in the name of the Ceding Company's conservator, at its own expenseliquidator, receiver or statutory successor), in the proceeding where that such claim is to be adjudicated, any defense or defenses that it which the Reinsurer may deem available to the ReinsuredCeding Company or its conservator, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Ceding Company as a part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured Ceding Company solely as a result of the defense undertaken by the Reinsurer. This reinsurance In the event, of the Reinsurer's insolvency, this treaty will terminate, and the terminal accounting and settlement described in Article X will occur. Any payments due the Reinsurer from the Ceding Company pursuant to the terms of this Agreement will be made directly to the Reinsurer or its conservator, liquidator, receiver or statutory successor. Any amounts owed by the Reinsurer to the Ceding Company will be payable directly to without diminution because of the Reinsured or to its domiciliary insolvency of Reinsurer. The conservator, liquidator, receiver, conservator receiver or statutory successor, except as expressly required otherwise by applicable insurance lawsuccessor of the Reinsurer will give the Ceding Company written notice of the pendency of a claim against the Reinsurer on any annuity reinsured within a reasonable time after such claim is filed in the insolvency proceeding.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance proceeds will be payable immediately upon demandpaid, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability claim allowed in the insolvency proceeding without diminution by reason of the Reinsured without diminution because inability of the Company to pay all or part of the claim. It is further understood and agreed that, in the event of the insolvency of the Reinsured Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or because the to its liquidator, receiver, conservator receiver or statutory successor successor, except as provided by Section 4118(a) of the Reinsured has failed to pay all New York Insurance Law or a portion except (1) where this Agreement specifically provides another payee of any claim. Every liquidator, receiver, conservator or statutory successor such reinsurance in the event of the Reinsured insolvency of the Company or guaranty fund or association will give written notice to (2) where the Reinsurer with the consent of the pendency of a claim involving the Reinsured indicating which direct insured or insureds has assumed such obligations of the underlying insurance contracts would involve possible liability on the part Company as direct obligations of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, payees under such policies and in substitution for the obligations of the Company to such payees. The Reinsurer shall be given written notice of the pendency of each claim against the Company on the Covered Contracts within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other proceedinginsolvency proceedings. Failure The Reinsurer shall have the right to give investigate each such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, the Reinsurer may investigate the same claim and to interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem available to the Reinsured, to Company or its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or association. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured Company solely as a result of the defense undertaken by the Reinsurer. This In the event of the insolvency of the Company and upon notice of the insolvency, all reinsurance will made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable to the extent allowed by Applicable Law by the Reinsurer directly to the Reinsured contractholders, insureds, counterparties or other beneficiaries entitled to receive payment under the Covered Contracts (each, a “Payee”). The Reinsurer shall be credited with any amount equal to any payment by the Reinsurer directly to a Payee pursuant to this this Article and such payment shall be, to the extent of the payment, in substitution, satisfaction and discharge of the Reinsurer’s obligations to the Company, or to its domiciliary liquidator, rehabilitator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawunder this Agreement. Neither this Article, nor any other provision of this Agreement, the Purchase Agreement nor any Covered Contract, shall be construed in a manner which would subject the Reinsurer to liability for duplicative payments of the Reinsurance Liabilities reinsured under this Agreement.

Insolvency. In the event of the declared insolvency Company’s insolvency, any payments due the Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the ReinsuredCompany or its conservator, and the appointment of a domiciliary liquidator, receiver, conservator receiver or statutory successor for the Reinsured, this successor. The reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurer on the basis of the liability of the Company under the Reinsured Contracts without diminution because of the insolvency of the Reinsured or because the Company. The conservator, liquidator, receiver, conservator receiver or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association Company will give the Reinsurer written notice to the Reinsurer of the pendency of a claim involving against the Company on any Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, Contract within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the same and interposeCompany’s name (or in the name of the Company’s conservator, at its own expenseliquidator, receiver or statutory successor), in the proceeding where that such claim is to be adjudicated, any defense or defenses that it which the Reinsurer may deem available to the ReinsuredCompany or its conservator, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured Company solely as a result of the defense undertaken by the Reinsurer. This reinsurance In the event the Reinsurer is deemed insolvent, the Reinsurer will be payable directly to the Reinsured or to bound by any legal directions imposed by its domiciliary liquidator, receiverconservator, conservator receiver or statutory successor. However, except as expressly required otherwise and if not in conflict with such legal directions, the Company shall have the right to cancel this Agreement with respect to occurrences taking place on or after the date the Reinsurer first evidences insolvency. Such right to cancel shall be exercised by applicable insurance lawproviding the Reinsurer (or its liquidator, conservator, receiver or statutory successor) with a written notice of the Company’s intent to recapture ceded business. If the Company exercises such right to cancel and recapture ceded business, such election shall be in lieu of any premature recapture fee. Upon such election, the Company shall be under no obligation to the Reinsurer, its liquidator, conservator, receiver or statutory successor; however, the Reinsurer, its liquidator, receiver or statutory successor shall be liable for all claims incurred prior to the date of recapture.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and at the appointment option of a domiciliary the Reinsurer, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company without diminution because of the insolvency of the Reinsured Company or because the liquidator, receiver, conservator or statutory successor of the Reinsured Company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured Company, indicating the policy insured, which of the underlying insurance contracts would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successorReinsurer, within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During and that during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to Company or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to the approval of the applicable courtCourt, against the Reinsured Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured Company solely as a result of the defense undertaken by the Reinsurer. This As to all reinsurance will made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable directly as set forth above by the Reinsurer to the Reinsured Company or to its domiciliary liquidator, receiver, conservator conservator, or statutory successor, successor (except as expressly required otherwise provided by Sections 4118(a) (1) (A) and 1114 (c) of the New York Insurance Law or) except (a) where the applicable insurance lawreinsurance agreement specifically provides another payee in the event of the insolvency of the Company, or (b) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company to the payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Insurance of the State of New York, is entirely released from its obligation and the Reinsurer pays any loss directly to payees under such Covered Contract. Notwithstanding anything else contained in this Agreement, under no circumstances howsoever arising shall the insolvency of the Company result in an acceleration or enlargement of the Reinsurer's obligations hereunder. In the event of insolvency of the Company, and at the option of the Reinsurer, policyholders, cedents and reinsurers of the Company shall have the ability to deal directly with the Reinsurer on a cut-through basis in respect of all business subject to this Agreement, and the Reinsurer will continue to administer the business subject to this Agreement as though such insolvency had not occurred, including but not limited to the collection of all retrocessional or other recoveries.

Insolvency. In Reinsurer hereby agrees that, as to all reinsurance made, ceded, renewed or otherwise becoming effective hereunder, the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will shall be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, by Reinsurer on the basis of the liability of Cedent under the Reinsured Coinsured Contracts reinsured on an indemnity basis directly to Cedent or to its conservator, liquidator, receiver or other statutory successor, without diminution because of (i) the insolvency insolvency, liquidation or rehabilitation of Cedent, (ii) the Reinsured or because the liquidatorappointment of a conservator, receiver, conservator liquidator or statutory successor of Cedent, or (iii) the Reinsured has failed failure of the conservator, receiver, liquidator or statutory successor of Cedent to pay all or a portion of any claim. Every liquidatorIt is agreed that any conservator, receiver, conservator liquidator or statutory successor of the Reinsured or guaranty fund or association will Cedent shall give prompt written notice to the Reinsurer of the pendency or submission of a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, under any such Coinsured Contracts within a reasonable amount of time after the such claim is filed in the receivership, conservation, liquidation, receivership insolvency or other liquidation proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the ReinsuredCedent or its conservator, to its contract ownerreceiver, or to any liquidator, receiver liquidator or statutory successor except where: (i) the Coinsured Contract specifies another payee of such reinsurance in the event of the Reinsured or guaranty fund or associationinsolvency of Cedent and (ii) Reinsurer, with the consent of the direct insureds has assumed such policy obligations of Cedent as its direct obligations to the payees under such Coinsured Contracts, in substitution for the obligations of Cedent to such payees. The expenses expense thus incurred by the Reinsurer will be chargeableis chargeable against Cedent, subject to the approval of the applicable court, against the Reinsured as a part of the expense of conservation insolvency, liquidation or liquidation rehabilitation to the extent of a pro rata proportionate share of the benefit which may accrue accrues to the Reinsured Cedent solely as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.

Insolvency. 8 9 In the event of the declared insolvency of Company, any sums due from Reinsurer hereunder shall be payable immediately upon demand directly to the Reinsuredinsolvent Company, and the appointment of a domiciliary or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured without diminution because of the insolvency of the Reinsured Company or because the liquidator, receiver, conservator or statutory successor of the Reinsured that Company has failed to pay all or a portion of any claim. Every The liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer of the pendency of a claim involving against Company indicating the Reinsured indicating policy or bond reinsured which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During and that during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, adjudicated any defense or defenses that it may deem to be available to the Reinsured, to Company or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to the approval of the applicable court, against the Reinsured Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured Company solely as a result of the defense undertaken by the Reinsurer. This Where two or more Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the reinsurance will agreements as though such expense had been incurred by the Company. The reinsurance shall be payable directly by Reinsurer to the Reinsured Company or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise provided by applicable insurance lawInsurance Law, or except where Reinsurer with the consent of the direct insured or insureds have assumed such policy obligations of Company as direct obligations of Reinsurer to the payees under such policies and in substitution for the obligations of Company to such payees.

Insolvency. In the event of the declared insolvency of the ReinsuredCeding Company, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance Reinsurance will be payable immediately upon demand, with reasonable provision for verification, by AUL directly to the Reinsured Ceding Company or its domiciliary liquidator, receiver, or conservator or statutory successor, . This payment will be made on the basis of the liability of the Reinsured Ceding Company under the policy or policies reinsured without diminution decrease because of the insolvency of the Reinsured or because Ceding Company. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association insolvent Ceding Company will give written notice to the Reinsurer AUL of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability insolvent Ceding Company on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, policy reinsured. This notification should be given within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced therebyinsolvency proceedings. During the pendency of any such claim, the Reinsurer AUL may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem available to the ReinsuredCeding Company, to its contract ownerliquidator, receiver, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer AUL will be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured insolvent Ceding Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured Ceding Company solely as a result of the defense undertaken by AUL. Where two or more insuring companies involved in the Reinsurer. This reinsurance same claim and a majority in interest elect to interpose defense to such claim, AUL’s share of the expense thus incurred will be payable directly determined in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. In the event that the Insurance Department of the state of domicile of AUL declares AUL insolvent, then the Ceding Company will have the right to cancel all reinsurance ceded by the Reinsured or Ceding Company to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawAUL under this Agreement. The Ceding Company will give 90 days written notice to AUL and recapture will be subject to payment of a mutually agreed upon recapture charge.

Insolvency. (This Contract shall apply severally to each reinsured company referenced within the Preamble to this Contract. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company intended to be covered hereunder. In the event of a conflict between any provision of this Article and the declared insolvency laws of the Reinsureddomiciliary state of any company intended to be covered hereunder, and the appointment of a that domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this state's laws shall prevail.) This reinsurance will shall be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurer on the basis of the liability of the Reinsured reinsured Company(ies) under Bonds reinsured hereunder without diminution diminution, because of the insolvency of one or more than one of the Reinsured Companies, to the Company(ies) or because the its liquidator, receiver, conservator or statutory successor. In the event of insolvency of one or more than one of the Companies, the liquidator or receiver or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company(ies) shall give written notice to the Reinsurer of the pendency of a claim involving filed against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Company(ies) on the part of the Reinsurer to the Reinsured Bond or its domiciliary liquidator, receiver, conservator or statutory successor, Bonds reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, such claim the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem available to the Reinsured, to Company(ies) or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Company(ies) as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit benefits which may accrue to the Reinsured Company(ies) solely as a result of the defense so undertaken by the Reinsurer. This Should one or more than one of the Companies go into liquidation or should a receiver be appointed, the Reinsurer shall be entitled to deduct from any sums which may be or may become Surety Excess of Loss (Dick Corporation) Effective: January 1, 2005 Page 7 of 15 (Revised - 5/10/05) due to the 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, the Surety Excess of Loss Reinsurance Contract, the Certificates of Facultative Reinsurance, the Surety Quota Share Treaty or the Aggregate Stop Loss Reinsurance Contract between certain of the parties hereto to the full extent permitted by the laws of the insolvent party's state of domicile. It is further understood and agreed that, in the event of the insolvency of one or more than one of the Companies, the reinsurance will under this Contract shall be payable directly by the Reinsurer to the Reinsured Company(ies) or to its domiciliary liquidator, receiver, conservator receiver or statutory successor, except a) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company(ies) or b) where the Reinsurer with the consent of the direct insured or insureds has assumed such Bond obligations of the Company(ies) as expressly required otherwise by applicable insurance lawdirect obligations of the Reinsurer to the payees under such Bonds and in substitution for the obligations of the Company(ies) to such payees. In no event shall anyone other than the parties to this Contract or, in the event of one or more than one of the Company's insolvency, its liquidator, receiver, or statutory successor, have any rights under this Contract.

Insolvency. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Reassured at the same time as the Reassured shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Reassured under the contract or contracts reinsured without diminution because of the insolvency of the Reassured. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidatorconservator, receiver, conservator liquidator or statutory successor for of the ReinsuredReassured, this reinsurance will such portion shall be payable to such conservator, liquidator or statutory successor immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of claims allowed against the liability insolvent company by any court of the Reinsured without diminution because of the insolvency of the Reinsured competent jurisdiction or because the by any conservator, liquidator, receiver, conservator or statutory successor of the Reinsured company 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 claimclaims. Every liquidatorPayments by the Reinsurer as above set forth shall be made directly to the Reassured or to its conservator, receiverliquidator or statutory successor. The Reinsurer shall receive written notice from the conservator, conservator liquidator or statutory successor of the Reinsured or guaranty fund or association will give written notice to the Reinsurer Reassured of the pendency of a claim involving against the Reinsured Reassured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured policy or its domiciliary liquidator, receiver, conservator or statutory successor, bond reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, so that the Reinsurer may investigate the same and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem available to the ReinsuredReassured or its conservator, to its contract owner, or to any liquidator, receiver liquidator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, payable subject to court approval of the applicable court, against estate of the Reinsured insolvent Reassured as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured Reassured in conservation or liquidation, solely as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to The original insured or policyholder shall not have any rights against the Reinsured Reinsurer which are not specifically set forth in this Agreement or to its domiciliary liquidator, receiver, conservator in a specific agreement between the Reinsurer and the original insured or statutory successor, except as expressly required otherwise by applicable insurance lawpolicyholder.

Insolvency. (If more than one reinsured company is referenced within the definition of “Company” in the Preamble to this Contract, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company intended to be covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company intended to be covered hereunder, that domiciliary state’s laws shall prevail.) In the event of the declared insolvency of the ReinsuredCompany, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, reinsurance under this reinsurance will Contract shall be payable immediately upon on demand, with reasonable provision for verification, directly to on the Reinsured basis of claims allowed against the insolvent Company by any court of competent jurisdiction or its domiciliary by any liquidator, receiver, conservator, or conservator statutory successor of the Company 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 2007 All Lines Casualty XOL Contract or a portion of any claims Such payments by the Subscribing Reinsurer shall be made directly to the Company or its liquidator, receiver, conservator, or statutory successor, on except to the basis extent Section 4118(a) of the liability New York Insurance Law applies, or except (a) where the Contract specifically provides another payee of such reinsurance in the Reinsured without diminution because event of the insolvency of the Reinsured Company, or because (b) where the Subscribing Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Subscribing Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. It is agreed, however, that the liquidator, receiver, conservator conservator, or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will insolvent Company shall give written notice to the Subscribing Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability insolvent Company on the part of the Reinsurer to the Reinsured Policy or its domiciliary liquidator, receiver, conservator or statutory successor, Policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During insolvency proceeding and that during the pendency of any claim, such claim the Subscribing Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem available to the ReinsuredCompany or its liquidator, to its contract ownerreceiver, conservator, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Subscribing Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit benefit, which may accrue to the Reinsured Company solely as a result of the defense undertaken by the Subscribing Reinsurer. This reinsurance will Where two or more Reinsurers are involved in the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be payable directly apportioned in accordance with the terms of this Contract as though such expense had been incurred by the insolvent Company. With respect to California Workers Compensation loss (es), it is agreed that in the Reinsured event of any delinquency proceeding, receivership, or insolvency of the Company and/or the failure of the Subscribing Reinsurer, for any reason, to its domiciliary liquidatormake payments under this Contract, receiverthe Insurance Commissioner of California may, conservator or statutory successorupon 30-days notice, except as expressly required otherwise draw upon any sums from the deposit made by applicable insurance lawthe Subscribing Reinsurer in accordance with the provisions of sections 11691 — 11703 of the California Insurance Code.

Insolvency. In the event of the declared insolvency of the any Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, reinsurance under this reinsurance will Agreement shall be payable immediately upon on demand, with reasonable provision for verification, directly to on the basis of claims allowed against the insolvent Reinsured by any court of competent jurisdiction or its domiciliary by any liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured without diminution because of the insolvency of the Reinsured or because the liquidator, receiver, conservator or statutory successor of the Reinsured having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claimclaims. Every Such payments by the Reinsurer shall be made directly to the Reinsured or its liquidator, receiverreceiver or statutory successor, conservator except (a) where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Reinsured, or where (b) the Reinsurer with the consent of the direct Insured or Insureds has assumed such Policy obligations of the Reinsured as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Reinsured to such payees. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Reinsured or guaranty fund or association will shall give written notice to the Reinsurer of the pendency of a claim involving against the insolvent Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured Policy or its domiciliary liquidator, receiver, conservator or statutory successor, Policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During insolvency proceeding and that during the pendency of any claim, such claim the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem available to the Reinsured, to Reinsured or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the insolvent Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured solely as a result of the defense undertaken by the Reinsurer. This reinsurance will Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be payable directly to apportioned in accordance with the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except terms of this Agreement as expressly required otherwise though such expense had been incurred by applicable insurance lawthe insolvent Reinsured.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and this reinsurance shall be payable directly to the appointment of a domiciliary Company, or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company without diminution because of the insolvency of the Reinsured Company or because the liquidator, receiver, conservator or statutory successor of the Reinsured Company has failed to pay all or a portion of any claim. Every It is agreed however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer Reinsurers of the pendency of a claim involving the Reinsured indicating which of the underlying insurance contracts would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at their own expense, in the proceeding where such claim is to be adjudicated any defense or defenses that they may deem available to the Reinsured Company or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, the Reinsurer may investigate the same and interpose, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or association. The expenses thus incurred this incurred, by the Reinsurer will shall be chargeable, subject to the approval of the applicable court, against the Reinsured Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured Company as a result of the defense undertaken by the Reinsurer. This As to all reinsurance will made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable directly as set forth above by the Reinsurer to the Reinsured Company or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise provided by applicable insurance lawSections 4118(a)(1)(A) and 1114(c) of the New York Insurance Law or except (1) where the Agreement specifically provides another payee in the event of the insolvency of the Company, or (2) where the Reinsurer, with the consent of the direct insured or insureds, has assumed such policy obligations of the company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York Accountants Professional Liability AmerInst - Bermuda at January 1, 2004 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.

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, reinsurance under this reinsurance will Agreement shall be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurer on the basis of the liability of the Reinsured under Policy or Policies reinsured without diminution because of the insolvency of the Reinsured, to the Reinsured or because the to its liquidator, receiver, conservator or statutory successor except as provided by Section 4118(a) of the New York Insurance Law or except when the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Reinsured and when the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Reinsured as 21 direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Reinsured so such payees. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will shall give written notice to the Reinsurer of the pendency of a claim involving against the insolvent Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured Policy or its domiciliary liquidator, receiver, conservator or statutory successor, Policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During insolvency proceeding and that during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that when such claim is to be adjudicated, any defense or defenses that which it may deem available to the Reinsured, to Reinsured or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the insolvent Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured solely as a result of the defense undertaken by the Reinsurer. This reinsurance will When two or more Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be payable directly to apportioned in accordance with the Reinsured terms of this Agreement as though such expense had been incurred by the insolvent Reinsured. Should any party hereto be placed in rehabilitation or to its domiciliary liquidation or should a rehabilitator, liquidator, receiver, conservator or statutory successorother person or entity of similar capacity be appointed as respects such party, except as expressly required all amounts due any of the parties hereto whether by reason of premiums, losses or otherwise by under this Agreement or any other contract(s) of reinsurance heretofore or hereafter entered into between the parties (whether or not any such contract(s) be assumed or ceded) shall at all times be subject to the right of offset at any time and from time to time, and upon the exercise of same, only the net balance shall be due and payable in accordance with Section 7427 of the Insurance Law of the State of New York to the extent such statute or any other applicable insurance law, statute or regulation governing such offset shall apply.

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this This reinsurance will shall be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurer on the basis of the liability of the Reinsured reinsured Company(ies) under Bonds reinsured hereunder without diminution diminution, because of the insolvency of one or more than one of the Reinsured Companies, to the Company(ies) or because the its liquidator, receiver, conservator or statutory successor. In the event of insolvency of one or more than one of the Companies, the liquidator or receiver or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company(ies) shall give written notice to the Reinsurer of the pendency of a claim involving filed against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Company(ies) on the part of the Reinsurer to the Reinsured Bond or its domiciliary liquidator, receiver, conservator or statutory successor, Bonds reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, such claim the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem available to the Reinsured, to Company(ies) or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Company(ies) as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit benefits which may accrue to the Reinsured Company(ies) solely as a result of the defense so undertaken by the Reinsurer. This Should one or more than one of the Companies go into liquidation of should a receiver be appointed, the Reinsurer shall be entitled to deduct from any sums which may be or may become due to the Company(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, the Surety Excess of Loss Reinsurance Contract and/or the Aggregate Stop Loss Reinsurance Contract between certain of the parties hereto to the full extent permitted by the laws of the insolvent party's state of domicile. It is further understood and agreed that, in the event of the insolvency of one or more than one of the Companies, the reinsurance will under this Contract shall be payable directly by the Reinsurer to the Reinsured Company(ies) or to its domiciliary Its liquidator, receiver, conservator receiver or statutory successor, except a) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company(ies) and b) where the Reinsurer with the consent of the direct insured or insureds has assumed such Bond obligations of the Company(ies) as expressly required otherwise by applicable insurance lawdirect obligations of the Reinsurer to the payees under such Bonds and in substitution for the obligations of the Company(ies) to such payees. In no event shall anyone other than the parties to this Contract or, in the event of one or more than one of the Company's insolvency, its liquidator receiver, or statutory successor, have any rights under this Contract.

Insolvency. In the event of the declared insolvency of the Reinsured, and this reinsurance shall be payable directly to the appointment of a domiciliary Reinsured, or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured without diminution because of the insolvency of the Reinsured or because the liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating the policy or bond reinsured which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During and that during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, adjudicated any defense or defenses that it they may deem available to the Reinsured, to Reinsured or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, chargeable subject to the approval of the applicable court, against the Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured solely as a result of the defense undertaken by the Reinsurer. This Where two or more Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the reinsurance will agreement as though such expense had been incurred by the Reinsured. The reinsurance shall be payable directly by the Reinsurer to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise provided by applicable insurance lawsubsection a of Section 4118 of the New York Insurance Law or except (a) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Reinsured, or (b) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Reinsured as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Reinsured to such payees. However, in the event of insolvency of any one of the Reinsureds, each party agrees to honor the terms set forth herein as if this Agreement were a separate agreement between the Reinsurer and each individually named Reinsured. Balances payable or recoverable by any Reinsurer or each individually named Reinsurer or individually named Reinsured shall not serve to offset any balances payable or recoverable to or from any other Reinsured party to this Agreement. Reports and remittances made to the Reinsurer in accordance with Articles 11 and 14 are to be in sufficient detail to identify both the Reinsurer's loss obligations due each Reinsured and each Reinsured's premium remittance under the report. In the event that the policies of two or more individually named Reinsureds are involved in the same casualty loss occurrence, the retention shall be $300,000 as respects the Ultimate Net Loss for all Reinsureds added together, and the loss recoverable for each individually named Reinsured shall be in the same proportion that the individually named Reinsured's loss bears to the total Ultimate Net Loss. However, regardless of the number of individually named Reinsureds involved in one loss occurrence, in no event will the Reinsurer be liable for more than $700,000 each risk each loss and $2,800,000 in respect of each occurrence as respects property, $700,000 each and every loss occurrence as respects casualty and $1,700,000 each loss occurrence as respects a combined property and casualty loss.

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this This reinsurance will shall be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurer on the basis of the liability of the Reinsured reinsured Company(ies) under Bonds reinsured hereunder without diminution diminution, because of the insolvency of one or more than one of the Reinsured Companies, to the Company(ies) or because the its liquidator, receiver, conservator or statutory successor. In the event of insolvency of one or more than one of the Companies, the liquidator or receiver or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company(ies) shall give written notice to the Reinsurer of the pendency of a claim involving filed against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Company(ies) on the part of the Reinsurer to the Reinsured Bond or its domiciliary liquidator, receiver, conservator or statutory successor, Bonds reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, such claim the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem available to the Reinsured, to Company(ies) or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Company(ies) as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit benefits which may accrue to the Reinsured Company(ies) solely as a result of the defense so undertaken by the Reinsurer. This Should one or more than one of the Companies go into liquidation or should a receiver be appointed, the Reinsurer shall be entitled to deduct from any sums which may be or may become due to the Company(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 Aggregate Stop Loss Reinsurance Contract between certain of the parties hereto to the full extent permitted by the laws of the insolvent party's state of domicile. It is further understood and agreed that, in the event of the insolvency of one or more than one of the Companies, the reinsurance will under this Contract shall be payable directly by the Reinsurer to the Reinsured Company(ies) or to its domiciliary liquidator, receiver, conservator receiver or statutory successor, except a) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company(ies) or b) where the Reinsurer with the consent of the direct insured or insureds has assumed such Bond obligations of the Company(ies) as expressly required otherwise by applicable insurance lawdirect obligations of the Reinsurer to the payees under such Bonds and in substitution for the obligations of the Company(ies) to such payees. In no event shall anyone other than the parties to this Contract or, in the event of one or more than one of the Company's insolvency, its liquidator, receiver, or statutory successor, have any rights under this Contract.

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this This reinsurance will shall be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurer on the basis of the liability of the Reinsured reinsured Company(ies) under Bonds reinsured hereunder without diminution diminution, because of the insolvency of one or more than one of the Reinsured Companies, to the Company(ies) or because the its liquidator, receiver, conservator or statutory successor. In the event of insolvency of one or more than one of the Companies, the liquidator or receiver or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company(ies) shall give written notice to the Reinsurer of the pendency of a claim involving filed against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Company(ies) on the part of the Reinsurer to the Reinsured Bond or its domiciliary liquidator, receiver, conservator or statutory successor, Bonds reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, such claim the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem doom available to the Reinsured, to Company(ies) or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Company(ies) as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit benefits which may accrue to the Reinsured Company(ies) solely as a result of the defense so undertaken by the Reinsurer. This Should one or more than one of the Companies go into liquidation of should a receiver be appointed, the Reinsurer shall be entitled to deduct from any sums which may be or may become due to the Company(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 Aggregate Stop Loss Reinsurance Contract between certain of the parties hereto to the full extent permitted by the laws of the insolvent party's state of domicile. It is further understood and agreed that, in the event of the insolvency of one or more than one of the Companies, the reinsurance will under this Contract shall be payable directly by the Reinsurer to the Reinsured Company(ies) or to its domiciliary Its liquidator, receiver, conservator receiver or statutory successor, except a) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company(ies) or b) where the Reinsurer with the consent of the direct insured or insureds has assumed such Bond obligations of the Company(ies) as expressly required otherwise by applicable insurance lawdirect obligations of the Reinsurer to the payees under such Bonds and in substitution for the obligations of the Company(ies) to such payees. In no event shall anyone other than the parties to this Contract or, in the event of one or more than one of the Company's insolvency, its liquidator receiver, or statutory successor, have any rights under this Contract.

Insolvency. In the event of the declared insolvency of the Reinsured, and this reinsurance shall be payable directly to the appointment of a domiciliary Reinsured or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured without diminution because of the insolvency of the Reinsured or because the liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating the policy or bond reinsured which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During and that during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to Reinsured or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to the approval of the applicable court, against the Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured solely as a result of the defense undertaken by the Reinsurer. This Where two or more Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the insolvent Reinsured. In the event of the insolvency of the Reinsured, the reinsurance will under this Contract shall be payable directly by the Reinsurer to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise provided by applicable insurance lawSection 4118(a) of the New York Insurance Law or except (a) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Reinsured and (b) where the Reinsurerr with the consent of the direct reinsured or reinsureds has assumed such policy obligations of the Reinsured as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Reinsured to such payees.

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this This reinsurance will shall be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurer on the basis of the liability of the Reinsured reinsured Company(ies) under Bonds reinsured hereunder without diminution diminution, because of the insolvency of one or more than one of the Reinsured Companies, to the Company(ies) or because the its liquidator, receiver, conservator or statutory successor. In the event of insolvency of one or more than one of the Companies, the liquidator or receiver or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company(ies) shall give written notice to the Reinsurer of the pendency of a claim involving filed against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Company(ies) on the part of the Reinsurer to the Reinsured Bond or its domiciliary liquidator, receiver, conservator or statutory successor, Bonds reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, such claim the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem doom available to the Reinsured, to Company(ies) or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Company(ies) as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit benefits which may accrue to the Reinsured Company(ies) solely as a result of the defense so undertaken by the Reinsurer. This Should one or more than one of the Companies go into liquidation of should a receiver be appointed, the Reinsurer shall be entitled to deduct from any sums which may be or may become due to the Company(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 Aggregate Stop Loss Reinsurance Contract between certain of the parties hereto to the full extent permitted by the laws of the insolvent party's state of domicile. It is further understood and agreed that, in the event of the insolvency of one or more than one of the Companies, the reinsurance will under this Contract shall be payable directly by the Reinsurer to the Reinsured Company(ies) or to its domiciliary Its liquidator, receiver, conservator receiver or statutory successor, except a) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company(ies) and b) where the Reinsurer with the consent of the direct insured or insureds has assumed such Bond obligations of the Company(ies) as expressly required otherwise by applicable insurance lawdirect obligations of the Reinsurer to the payees under such Bonds and in substitution for the obligations of the Company(ies) to such payees. In no event shall anyone other than the parties to this Contract or, in the event of one or more than one of the Company's insolvency, its liquidator receiver, or statutory successor, have any rights under this Contract.

Insolvency. In All reinsurance under this Agreement will be paid on demand by Reinsurer directly to the event of the declared insolvency of the ReinsuredCompany, and the appointment of a domiciliary its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company under the policy or policies reinsured without diminution because of the insolvency of the Reinsured or because Company. In the event of the insolvency of the Company, the liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association Company will give written notice to the Reinsurer of a pending claim against Reinsurer or the pendency of a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability Company on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, any policy reinsured. Such notice will be given within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceedinginsolvency proceedings. Failure to give such notice shall not excuse While the obligation of the Reinsurer unless it claim is substantially prejudiced thereby. During the pendency of any claimpending, the Reinsurer may investigate the same and interpose, at its own expense, in the proceeding proceedings where that the claim is to be adjudicated, any defense or defenses that which it may deem available to the ReinsuredCompany or its liquidator, receiver, or statutory successor. The expense incurred by Reinsurer will be charged, subject to court approval, against the Company as an expense of the conservation, liquidation, or insolvency to the extent of a proportionate share of the benefit that accrues to the Company as a result of the defenses by Reinsurer. Where two or more reinsurers are involved and a majority-in-interest elect to defend a claim, the expense will be apportioned in accordance with the terms of this Agreement as if the expense had been incurred by the Company. Nothing hereinabove set forth in this insolvency clause shall in any way change the relationship or status of the parties hereto, to its contract ownerwit, or that of ceding insurer and reinsurer, nor enlarge the obligations of either party to any each other, except as specifically hereinabove provided, to wit, to pay the statutory successor on the basis of the amount of liability of the Company under the Reinsured Policies, rather than on the basis of the actual amount of loss (dividends) paid by the liquidator, receiver or statutory successor to allowed claimants, nor shall anything in the insolvency clause in any manner create any obligation or establish any rights against Reinsurer in favor of the Reinsured any third parties or guaranty fund or association. The expenses thus incurred by the Reinsurer will be chargeable, subject any person not parties to approval of the applicable court, against the Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawthis Agreement.

Insolvency. In the event of the declared insolvency of the ReinsuredRetrocedant, and this reinsurance shall be payable directly to the appointment of a domiciliary Retrocedant, or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Retrocedant without diminution because of the insolvency of the Reinsured Retrocedant or because the liquidator, receiver, conservator or statutory successor of the Reinsured Retrocedant has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Retrocedant shall give written notice to the Reinsurer Retrocessionaire of the pendency of a claim involving against the Reinsured Retrocedant indicating the policy or bond reinsured, which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, Retrocessionaire within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During and that during the pendency of any such claim, the Reinsurer Retrocessionaire may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Reinsured, to Retrocedant or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Retrocessionaire shall be chargeable, subject to the approval of the applicable court, against the Reinsured Retrocedant as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured Retrocedant solely as a result of the defense undertaken by the ReinsurerRetrocessionaire. This As to all reinsurance will made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable directly as set forth above by the Retrocessionaire to the Reinsured Retrocedant or to its domiciliary liquidator, receiver, conservator or statutory successor, except (1) where the Reinsurance Contracts specifically provide another payee in the event of the insolvency of the Retrocedant, or (2) where the Retrocessionaire with the consent of the insured or reinsureds, have assumed such Reinsurance Contract obligations of the Retrocedant as expressly required otherwise by applicable insurance lawdirect obligations of the Retrocessionaire to the payees under such Reinsurance Contracts and in substitution for the obligations of the Retrocedant to such payees.

Insolvency. In the event of the declared insolvency of the ReinsuredCeding Company, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this all reinsurance will shall be payable immediately upon on demand, provided that such portion has been ascertained and with reasonable provision for verificationverification before payment, directly to on the Reinsured basis of claims allowed against the estate of the Ceding Company by any court of competent jurisdiction or its domiciliary by the liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured successor without diminution because of the insolvency of the Reinsured Ceding Company, or because the such liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion of any claimclaims. Every In the event of insolvency of the Ceding Company, the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will give NALAC written notice to the Reinsurer of the pendency of a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, the Reinsurer may investigate the same pending claim and interposeNALAC may, at its own expense, in investigate the proceeding where that claim is to be adjudicated, and interpose any defense or defenses that which it may deem deems available to the Reinsured, to its contract owner, Ceding Company or to any it liquidator, receiver or statutory successor successor. If the Ceding Company benefits from the defense undertaken by NALAC, an equitable share of the Reinsured or guaranty fund or association. The expenses thus incurred by the Reinsurer NALAC will be chargeable, subject chargeable to approval of the applicable court, against the Reinsured Ceding Company as a part of the expense of conservation liquidation. Where two or liquidation more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the reinsurance agreement as though such expense had been incurred by the Ceding Company. In the event of insolvency of NALAC, the Ceding Company, upon written notice within ninety (90) days, may at its option cancel this agreement effective retroactively to the extent date of a pro rata share such event as it relates to the renewal of existing reinsurance. NALAC shall then make proper financial adjustment from the effective cancellation date and remain liable for the payment of any claim which had occurred prior to the date of cancellation whether or not due proof of such claim had actually been received. 000 Xxxxxx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 9197-00-02 M03794 December 17, 1990 Xx. Xxxxx X. Mousel Actuarial Assistant Reinsurance North American Life and Casualty Company 0000 Xxxxxxxx Xxxxxx Xxxxxxxxxxx, XX 00000 Dear Xxxxx: Lutheran Brotherhood has determined the following retention schedule to be effective January 1, 1991, (immediately for SPlus issues). Issue Age* Current Retention New Retention Single Life 0 -75 $ 1,000,000 $ 1,500,000 76+ 1,000,000 1,000,000 Survivor Plus 0 - 75 — $ 2,500,000 76 -80 — 1,500,000 81+ — 1,000,000 * Joint equal age for SPlus This does not affect the shopping program, but is for your information. Happy Holidays. Sincerely, Xxxxxxxx X. Xxxxxx, FSA Assistant Vice President Corporate Actuarial LJS/Io 9197-00-03 M03793 AMENDMENT TO REINSURANCE AGREEMENTS CEDING COMPANY: LUTHERAN BROTHERHOOD REINSURER: ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA EFFECTIVE DATE OF AMENDMENT: December 1, 1993 This Amendment hereby amends and is made part of the benefit which may accrue to the Reinsured as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.following Reinsurance Agreements:

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary conservator, liquidator, receiver, conservator or statutory successor for of the Reinsured, this reinsurance will the portion of any risk or obligation assumed by the Reinsurer shall be payable immediately upon demandto the conservator, with reasonable provision for verificationliquidator, 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 Reinsured 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 Reinsured or to its domiciliary conservator, liquidator, receiver, or conservator or statutory successor, on except where the basis Policy specifically provides another payee of such reinsurance in the liability of the Reinsured without diminution because event of the insolvency of the Reinsured or because Reinsured. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve involving a possible liability on the part of the Reinsurer to (indicating the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, Policy under which such claim arises) within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or the receivership, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During and that during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to Reinsured or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to the approval of or the applicable court, against the Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured solely as a result of the defense undertaken by the Reinsurer. This As to all reinsurance will made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable directly as set forth above by the Reinsurer to the Reinsured or to its domiciliary liquidator, receiver, conservator conservator, or statutory successor, successor (except as expressly required otherwise provided by Sections 4118(a) (1) (A) and 1114 (c) of the New York Insurance Law or the Delaware Insurance Law or other similar applicable state insurance lawlaws relating to Fidelity and Surety risks or) except (1) where the Policy specifically provides another payee in the event of the insolvency of the Reinsured, and (2) where the Reinsurer with the consent of the direct insured or insured has assumed such Policy obligations of the Reinsured as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Reinsured to the payees. Then, and in that event only, the Reinsured with the prior approval of the certificate of assumption on New York risks by the Superintendent of Insurance of the State of New York and the Delaware Department of Insurance, is entirely released from its obligation and the Reinsurer pays any loss directly to payees under such Policies.

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this This reinsurance will shall be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurer on the basis of the liability of the Reinsured reinsured Company(ies) under Bonds reinsured hereunder without diminution diminution, because of the insolvency of one or more than one of the Reinsured Companies, to the Company(ies) or because the its liquidator, receiver, conservator or statutory successor. In the event of insolvency of one or more than one of the Companies, the liquidator or receiver or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company(ies) shall give written notice to the Reinsurer of the pendency of a claim involving filed against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Company(ies) on the part of the Reinsurer to the Reinsured Bond or its domiciliary liquidator, receiver, conservator or statutory successor, Bonds reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, such claim the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem doom available to the Reinsured, to Company(ies) or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Company(ies) as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit benefits which may accrue to the Reinsured Company(ies) solely as a result of the defense so undertaken by the Reinsurer. This Should one or more than one of the Companies go into liquidation or should a receiver be appointed, the Reinsurer shall be entitled to deduct from any sums which may be or may become due to the Company(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 Aggregate Stop Loss Reinsurance Contract between certain of the parties hereto to the full extent permitted by the laws of the insolvent party's state of domicile. It is further understood and agreed that, in the event of the insolvency of one or more than one of the Companies, the reinsurance will under this Contract shall be payable directly by the Reinsurer to the Reinsured Company(ies) or to its domiciliary liquidator, receiver, conservator receiver or statutory successor, except a) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company(ies) or b) where the Reinsurer with the consent of the direct insured or insureds has assumed such Bond obligations of the Company(ies) as expressly required otherwise by applicable insurance lawdirect obligations of the Reinsurer to the payees under such Bonds and in substitution for the obligations of the Company(ies) to such payees. In no event shall anyone other than the parties to this Contract or, in the event of one or more than one of the Company's insolvency, its liquidator receiver, or statutory successor, have any rights under this Contract.

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demandpayable, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured without diminution because of the insolvency of the Reinsured or because the liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will give written notice to the Reinsurer of the pendency of a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, the Reinsurer may investigate the same and interpose, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or association. The expenses thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable court, against the Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.or

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, reinsurance under this reinsurance will Agreement shall be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurer on the basis of the liability of the Reinsured under Policy or Policies reinsured without diminution because of the insolvency of the Reinsured, to the Reinsured or because the to its liquidator, receiver, conservator or statutory successor except as provided by Section 4118(a) of the New York Insurance Law or except when the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Reinsured and when the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Reinsured as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Reinsured to such payees. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will shall give written notice to the Reinsurer of the pendency of a claim involving against the insolvent Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured Policy or its domiciliary liquidator, receiver, conservator or statutory successor, Policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During insolvency proceeding and that during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that when such claim is to be adjudicated, any defense or defenses that which it may deem available to the Reinsured, to Reinsured or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the insolvent Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured solely as a result of the defense undertaken by the Reinsurer. This reinsurance will When two or more Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be payable directly to apportioned in accordance with the Reinsured terms of this Agreement as though such expense had been incurred by the insolvent Reinsured. Should any party hereto be placed in rehabilitation or to its domiciliary liquidation or should a rehabilitator, liquidator, receiver, conservator or statutory successorother person or entity of similar capacity be appointed as 39 18 respects such party, except as expressly required all amounts due any of the parties hereto whether by reason of premiums, losses or otherwise by applicable insurance law.under this Agreement or any other contract(s) of reinsurance heretofore or hereafter entered into between the parties (whether or not any such contract(s) be assumed or ceded) shall at all times be subject to the right of offset at any time and from time to time, and upon the exercise of same, only the net balance shall be due and payable in accordance with

Insolvency. (If more than one reinsured company is referenced within the definition of “Company” in the Preamble to this Agreement, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company intended to be covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company intended to be covered hereunder, that domiciliary state’s laws shall prevail.) In the event of the declared insolvency of the ReinsuredCompany, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, reinsurance under this reinsurance will Agreement shall be payable immediately upon on demand, with reasonable provision for verification, directly to on the Reinsured basis of claims allowed against the insolvent Company by any court of competent jurisdiction or its domiciliary by any liquidator, receiver, or conservator or statutory successorconservator, on the basis of the liability of the Reinsured without diminution because of the insolvency of the Reinsured or because the liquidator, receiver, conservator or statutory successor of the Reinsured Company 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 claimclaims. Every Such payments by the Subscribing Reinsurer shall be made directly to the Company or its liquidator, receiver, conservator conservator, or statutory successor, except to the extent Section 4118(a) of the New York Insurance Law applies, or except (a) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company, or (b) where the Subscribing Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Subscribing Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. It is agreed, however, that the liquidator, receiver, conservator, or statutory successor of the Reinsured or guaranty fund or association will insolvent Company shall give written notice to the Subscribing Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability insolvent Company on the part of the Reinsurer to the Reinsured Policy or its domiciliary liquidator, receiver, conservator or statutory successor, Policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During insolvency proceeding and that during the pendency of any claim, such claim the Subscribing Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem available to the ReinsuredCompany or its liquidator, to its contract ownerreceiver, conservator, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Subscribing Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit benefit, which may accrue to the Reinsured Company solely as a result of the defense undertaken by the Subscribing Reinsurer. This reinsurance will Where two or more Subscribing Reinsurers are involved in the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be payable directly to apportioned in accordance with the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except terms of this Agreement as expressly required otherwise though such expense had been incurred by applicable insurance lawthe insolvent Company.

Insolvency. In the event of the declared insolvency insolvency, liquidation or rehabilitation of the Reinsured, and Ceding Company or the appointment of a domiciliary liquidator, receiver, conservator receiver or statutory successor of the Ceding Company, the reinsurance coverage provided hereunder shall be payable by the Reinsurer directly to the Ceding Company or to its liquidator, receiver or statutory successor, on the basis of the liability of the Ceding Company for the ReinsuredPolicy Liabilities without diminution because of such insolvency, this 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 reinsurance will being provided hereunder shall be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of claims allowed against the liability Ceding Company by any court of the Reinsured without diminution because of the insolvency of the Reinsured competent jurisdiction or because by any liquidator, receiver or statutory successor. In any such event, the liquidator, receiver, conservator receiver or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Ceding Company shall give written notice to the Reinsurer of the pendency of a each claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer Ceding Company with respect to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, such Policy Liabilities within a reasonable amount of time after the each such claim is filed in the conservationinsolvency, liquidation, receivership liquidation or other rehabilitation proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claimsuch claims, the Reinsurer may investigate the same and interposemay, at its own expense, investigate such claim and interpose in the proceeding where that in which such claim is to be adjudicated, adjudicated any defense or defenses that it defenses, which the Reinsurer may reasonably deem available to the Reinsured, to Ceding Company or its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus incurred in connection (therewith by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Ceding Company as part of the expense of conservation such insolvency, liquidation or liquidation rehabilitation to the extent of a pro rata share of the benefit any benefit, which may accrue accrues to the Reinsured Ceding Company, solely as a result of the defense or defenses undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.

Insolvency. A. A party to this Agreement will be deemed insolvent when it: 1. Applies for or consents to the appointment of a receiver, rehabilitator, conservator, liquidator or statutory successor ("Authorized Representative") of its properties or assets; or 2. Is adjudicated as bankrupt or insolvent; or 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 4. 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. B. In the event of the declared insolvency of the ReinsuredCEDING COMPANY, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this all reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured CEDING COMPANY on the policies reinsured directly to the CEDING COMPANY or its liquidator, receiver or statutory successor without diminution because of the insolvency of the Reinsured or because CEDING COMPANY. C. In the event of insolvency of the CEDING COMPANY, the liquidator, receiver, conservator receiver or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will give written notice to the Reinsurer of the pendency of a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successorwill, within a reasonable amount of time after the claim is filed in the conservationinsolvency proceeding, liquidation, receivership give written notice to the REINSURER of all pending claims against the CEDING COMPANY or other proceedingany policies reinsured. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it While a claim is substantially prejudiced thereby. During the pendency of any claimpending, the Reinsurer REINSURER may investigate the same such claim and interpose, at its own expense, in the proceeding proceedings where that the claim is to be adjudicated, any defense or defenses that which it may deem available to the Reinsured, to CEDING COMPANY or its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus incurred by the Reinsurer REINSURER will be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured CEDING COMPANY as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured CEDING COMPANY solely as a result of the defense undertaken by the ReinsurerREINSURER. This reinsurance Where 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 payable directly apportioned in accordance with the terms of the Reinsurance Agreement as though such expense had been incurred by the CEDING 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 Reinsured or to its domiciliary liquidatorcase may be, receiverand will be offset, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.and only

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and the appointment of a domiciliary reinsurance under this Agreement shall be payable by the Reinsurer to the Company or its liquidator, receiver, conservator receiver or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company under the original Policy or Policies reinsured, without diminution because of the insolvency of the Reinsured Company, except as provided by Section 4118 (a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies, or because except (a) where this Agreement specifically provides another payee for such insurance in the event of the insolvency of the Company or (b) where a Reinsurer(s) subscribing a participation hereunder with the consent of the original insured or insureds, has assumed such policy obligations of the Company to such payees. If the Company should become insolvent, then the liquidator, receiver, conservator receiver or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer of the pendency of any claim against the Company which is likely to produce a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, loss under this Agreement within a reasonable amount of time after the such claim is if filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During ; during the pendency of any such claim, the Reinsurer under this Agreement may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it which the Reinsurer may deem available to the Reinsured, to Company or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured Company solely as a result of the defense undertaken by the Reinsurer. This reinsurance will If those Reinsurers subscribing a majority participation in this Agreement elect to interpose defense to a claim, the expense shall be payable directly apportioned in accordance with the terms of this Agreement as though such expenses had been incurred by the Company. Should the Company go into liquidation or should a receiver be appointed the Reinsurer shall be entitled to deduct from any sums which may be due or may become due to the Reinsured Company under this Agreement, any sums which are due to the Reinsurer by the Company under this Agreement and which are due at a fixed or stated date, as well as any other sums due to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by the Reinsurer which are permitted to be offset under applicable insurance law.. A9CFHB012_4129082

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and the appointment of a domiciliary reinsurance shall be payable directly to the Company, or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company without diminution because of the insolvency of the Reinsured Company or because the liquidator, receiver, conservator or statutory successor of the Reinsured Company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer Reinsurers of the pendency of a any claim involving against the Reinsured Company indicating the policy or bond reinsured, which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successorReinsurers, within a reasonable amount of time after the such claim [Logo] JARDINE SAYER & Company, Inc. is filed in the conservation, liquidation, conservation or liquidation proceeding or in the receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During and that during the pendency of any such claim, the Reinsurer Reinsurers may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to Company or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Reinsurers shall be chargeable, subject to the approval of the applicable court, against the Reinsured Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured Company solely as a result of the defense undertaken by the ReinsurerReinsurers. This Where two or more Reinsurers are involved in the same claim and a majority in interest elect to interpose defense of such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance will under this Agreement shall be payable directly by the Reinsurers to the Reinsured Company or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise provided by the applicable insurance lawreinsurance regulation or except (a) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company or (b) where the Reinsurers with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurers to the payees under such policies and in substitution for the obligations of the Company to such payees.

Insolvency. In All reinsurance under this Agreement will be paid on demand by REALIC directly to the event of the declared insolvency of the ReinsuredCompany, and the appointment of a domiciliary its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company under the policy or policies reinsured without diminution because of the insolvency of the Reinsured or because Company. In the event of the insolvency of the Company, the liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association Company will give written notice to the Reinsurer of the pendency REALIC of a pending claim involving against REALIC or the Reinsured indicating which of the underlying insurance contracts would involve possible liability Company on the part of the Reinsurer to the Reinsured or its domiciliary liquidatorany policy reinsured, receiver, conservator or statutory successor, such notice will be given within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceedinginsolvency proceedings. Failure to give such notice shall not excuse While the obligation of the Reinsurer unless it claim is substantially prejudiced thereby. During the pendency of any claimpending, the Reinsurer REALIC may investigate the same and interpose, at its own expense, in the proceeding proceedings where that the claim is to be adjudicated, any defense or defenses that which it may deem available to the ReinsuredCompany or its liquidator, receiver, or statutory successor. The expense incurred by REALIC will be charged, subject to court approval, against the Company as an expense of the conservation, liquidation, or insolvency to the extent of a proportionate share of the benefit that accrues to the Company as a result of the defenses by REALIC. Where two or more reinsurers are involved and a majority in interest elect to defend a claim, the expense will be apportioned in accordance with the terms of this Agreement as if the expense had been incurred by the Company. Nothing hereinabove set forth in this insolvency clause shall in any way change the relationship or status of the parties hereto, to its contract ownerwit, or that of ceding insurer and reinsurer, nor enlarge the obligations of either party to any each other, except as specifically hereinabove provided, to wit, to pay the statutory successor on the basis of the amount of liability of the Company under the Reinsured Policies, rather than on the basis of the actual amount of loss (dividends) paid by the liquidator, receiver or statutory successor to allowed claimants, nor shall anything in the insolvency clause in any manner create any obligation or establish any rights against REALIC in favor of the Reinsured any third parties or guaranty fund or association. The expenses thus incurred by the Reinsurer will be chargeable, subject any person not parties to approval of the applicable court, against the Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawthis Agreement.

Insolvency. In the event of the declared insolvency of the ReinsuredRetrocedant, and this reinsurance shall be payable directly to the appointment of a domiciliary Retrocedant, or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of reported claims allowed by the liability of the Reinsured court in a liquidation proceeding without diminution because of the insolvency of the Reinsured Retrocedant or because the liquidator, receiver, conservator or statutory successor of the Reinsured Retrocedant has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Retrocedant shall give written notice to the Reinsurer Retrocessionaire of the pendency of a claim involving against the Reinsured Retrocedant indicating the Original Reinsurance Contract reinsured, which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, Retrocessionaire within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During and that during the pendency of any such claim, the Reinsurer Retrocessionaire may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Reinsured, to Retrocedant or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Retrocessionaire shall be chargeable, subject to the approval of the applicable court, against the Reinsured Retrocedant as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured Retrocedant solely as a result of the defense undertaken by the ReinsurerRetrocessionaire. This As to all reinsurance will made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable directly as set forth above by the Retrocessionaire to the Reinsured Retrocedant or to its domiciliary liquidator, receiver, conservator or statutory successor, except (1) where the Original Reinsurance Contracts specifically provide another payee in the event of the insolvency of the Retrocedant, or (2) where the Retrocessionaire with the consent of the insured or reinsureds, has assumed such Original Reinsurance Contract obligations of the Retrocedant as expressly required otherwise by applicable insurance lawdirect obligations of the Retrocessionaire to the payees under such Original Reinsurance Contracts and in substitution for the obligations of the Retrocedant to such payees.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and this reinsurance shall be payable by the appointment of a domiciliary Reinsurer directly to the Company, or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company without diminution because of the insolvency of the Reinsured Company or because the liquidator, receiver, conservator conservator, or statutory successor of the Reinsured Company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator conservator, or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured Company indicating the policy or bond reinsured which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During and that during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the ReinsuredCompany or its liquidator, to its contract ownerreceiver, conservator, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to the approval of the applicable court, against the Reinsured Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured Company solely as a result of the defense undertaken by the Reinsurer. This Back to Contents Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of their respective reinsurance will agreements as though such expense had been incurred by the Company. The reinsurance shall be payable directly by the Reinsurer to the Reinsured Company or to its domiciliary liquidator, receiver, conservator conservator, or statutory successor, except where the agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company, and where the Reinsurer, with the consent of the direct insured or insureds, has assumed such policy obligations of the Company as expressly required otherwise by applicable insurance lawdirect obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company to such payees.

Insolvency. INSOLVENCY. In the event of the declared insolvency Ceding Company's insolvency, any payments due to the Ceding Company from the Reinsurer pursuant to the terms of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance Agreement will be payable immediately upon demand, with reasonable provision for verification, made directly to the Reinsured Ceding Company or its domiciliary conservator, liquidator, receiver, or conservator receiver or statutory successor, . Such payments will be made by the Reinsurer on the basis of the liability of the Reinsured Ceding Company under the annuities reinsured without diminution because of the insolvency of the Reinsured or because the Ceding Company. The conservator, liquidator, receiver, conservator receiver or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association Ceding Company will give the Reinsurer written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Ceding Company on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, any annuity reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the same and interposeCeding Company's name (or in the name of the Ceding Company's conservator, at its own expenseliquidator, receiver or statutory successor), in the proceeding where that such claim is to be adjudicated, any defense or defenses that it which the Reinsurer may deem available to the ReinsuredCeding Company or its conservator, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Ceding Company as a part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured Ceding Company solely as a result of the defense undertaken by the Reinsurer. This reinsurance In the event of the Reinsurer's insolvency, this treaty will terminate, and the terminal accounting and settlement described in Article X will occur. Any payments due the Reinsurer from the Ceding Company pursuant to the terms of this Agreement will be made directly to the Reinsurer or its conservator, liquidator, receiver or statutory successor. Any amounts owed by the Reinsurer to the Ceding Company will be payable directly to without diminution because of the Reinsured or to its domiciliary insolvency of the Reinsurer. The conservator, liquidator, receiver, conservator receiver or statutory successor, except as expressly required otherwise by applicable insurance lawsuccessor of the Reinsurer will give the Ceding Company written notice of the pendency of a claim against the Reinsurer on any annuity reinsured within a reasonable time after such claim is filed in the insolvency proceeding.

Insolvency. In the event of the declared insolvency of Company’s insolvency, the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, reinsurance afforded by this reinsurance Agreement will be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurer on the basis of the Company’s liability of under the Reinsured policies reinsured without diminution because of the Company’s insolvency of the Reinsured or because the its liquidator, receiver, conservator conservator, or statutory successor of the Reinsured has failed to pay all or a portion of any claimclaims, subject however to the right of the Reinsurer to offset against such funds due hereunder, any sums that may be payable to them by said insolvent Company in accordance with applicable law. Every The reinsurance will be payable by the Reinsurer directly to the Company, or to its liquidator, receiver, conservator conservator, or statutory successor except (a) where this Agreement specifically provides another payee of such reinsurance in the event of the Reinsured Company’s insolvency or guaranty fund (b) where the Reinsurer, with the consent of the direct insured or association insureds, have assumed such policy obligations of the Company as direct obligations of themselves to the payees under such policies in substitution for the Company’s obligation to such payees. Then, and in that event only, the Company is entirely released from its obligation and the Reinsurer will pay any loss directly to payees under such policies. The Company’s liquidator, receiver, conservator, or statutory successor will give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of Company under the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any such claim, the Reinsurer may investigate the same said claim and interpose, at its own expense, interpose in the proceeding where that the claim is to be adjudicated, at their own expense, any defense or defenses that it they may deem available to the Reinsured, to its contract ownerCompany, or to any its liquidator, receiver receiver, conservator, or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will be chargeablechargeable against the Company, subject to approval of the applicable courtcourt approval, against the Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata that such proportionate share of the benefit which may will accrue to the Reinsured Company solely as a result of the defense undertaken by the Reinsurer. This reinsurance Where two or more Reinsurer are involved in the same claim, and a majority in interest elect to interpose defense to such claim, the expense will be payable directly to apportioned in accordance with the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except terms of this Agreement as expressly required otherwise though such expense had been incurred by applicable insurance lawthe Company.

Insolvency. In the event of Acadian's insolvency, the declared reinsurance afforded by this Agreement will be payable by Security National Life on the basis of Acadian's liability under the policies reinsured without diminution because of Acadian's insolvency of the Reinsured, and the appointment of a domiciliary or because its liquidator, receiver, conservator conservator, or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured without diminution because of the insolvency of the Reinsured or because the liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion of any claimclaims, subject, however, to the right of Security National Life to offset against such funds due hereunder, any sums that may be payable by Security National Life to said insolvent Acadian, which right of offset is hereby expressly granted by Acadian, in accordance with applicable law. Every The reinsurance will be payable by Security National Life directly to Acadian, its liquidator, receiver, conservator conservator, or statutory successor except (a) where this Agreement specifically provides another payee of such reinsurance in the event of Acadian's insolvency or (b) where Security National Life, with the consent of the Reinsured direct insured or guaranty fund insureds, has assumed such policy obligations of Acadian as direct obligations of itself to the payees under such policies in substitution for Acadian's obligation to such payees. Acadian's liquidator, receiver, conservator, or association statutory successor will give written notice to the Reinsurer of the pendency of a claim involving against Acadian under the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced therebyinsolvency Proceeding. During the pendency of any such claim, the Reinsurer Security National Life may investigate said claim and interpose in the same and interposeproceeding where the claim is to be adjudicated, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that it they may deem available to the ReinsuredAcadian, to its contract ownerliquidator, receiver, conservator, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer Security National Life will be chargeablechargeable against Acadian, subject to approval of the applicable courtcourt approval, against the Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata that such proportionate share of the benefit which may will accrue to the Reinsured Acadian solely as a result of the defense undertaken by Security National Life. In the Reinsurer. This event of the insolvency of Security National Life, the liquidator, receiver, or statutory successor of Security National Life will be entitled to a lien against all assets of Security National Life in an amount equal to the reserves and other liabilities of Security National Life applicable to the Reinsured Business, and all reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawsuccessor of Security National Life without diminution because of the insolvency of Security National Life.

Insolvency. (If more than one reinsured Company is referenced in the Preamble to this Agreement, this Article shall apply severally to each such Company.) In the event of the declared insolvency of the ReinsuredCompany, and this reinsurance shall be payable directly to the appointment of a domiciliary Company, or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company without diminution because of the insolvency of the Reinsured Company or because the liquidator, receiver, conservator or statutory successor of the Reinsured Company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured Company indicating the policy or bond reinsured, which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at their own expense, in the proceeding where such claim is to be adjudicated any defense or defenses that they may deem available to the Reinsured Company or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, the Reinsurer may investigate the same and interpose, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or association. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to the approval of the applicable court, against the Reinsured Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured Company solely as a result of the defense undertaken by the Reinsurer. This As to all reinsurance will made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable directly as set forth above by the Reinsurer to the Reinsured Company or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise provided by applicable insurance lawSections 4118(a)(1)(A) and 1114(c) of the New York Insurance Law or except (1) where the Agreement specifically provides another payee in the event of the insolvency of the Company, or (2) where the Reinsurer, with the consent of the direct insured or insureds, have assumed such bond or policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Insurance of the State of New York, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such bond or policy.

Insolvency. In the event of the declared insolvency of Retrocedent/Reinsured's insolvency, the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, amounts due under this reinsurance Agreement will be payable immediately upon demand, with reasonable provision for verification, directly to paid by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Retrocessionaire on the basis of the Retrocedent/Reinsured's liability of under the Reinsured Original Contracts without diminution because of the Retrocedent/Reinsured's insolvency of the Reinsured or because the its liquidator, receiver, conservator conservator, or statutory successor of the Reinsured has failed to pay all or a portion of any claimclaims, subject however to the right of the Retrocessionaire to offset against such amounts due hereunder, any sum s that may be payable to them by said insolvent Retrocedent/Reinsured in accordance with the Article 17. Every Such amounts will be paid by the Retrocessionaire directly to the Retrocedent/Reinsured, its liquidator, receiver, conservator conservator, or statutory successor except (a) where this Agreement specifically provides for another payee in the event of the Retrocedent/Reinsured insolvency or guaranty fund (b) where the Retrocessionaire with the consent of the direct insured or association insureds, have assumed such policy obligations of the Retrocedent/Reinsured as direct obligations of, themselves to the payees under such policies in substitution for the Retrocedent/Reinsured's obligation to such payees. The Retrocedent/Reinsured's liquidator, receiver, conservator, or statutory successor will give written notice to the Reinsurer of the pendency of a claim involving against the Retrocedent/Reinsured indicating which of under the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any such claim, the Reinsurer Retrocessionaire may investigate the same said claim and interpose, at its own expense, interpose in the proceeding where that the claim is to be adjudicated, at their own expense, any defense or defenses that it they may deem available to the Retroc edent/Reinsured, to its contract ownerliquidator, receiver, conservator, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer Retrocessionaire will be chargeablechargeable against the Retrocedent/Reinsured, subject to approval of the applicable courtcourt approval, against the Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata that such proportionate share of the benefit which may will accrue to the Retrocedent/Reinsured solely as a result of the defense undertaken by the ReinsurerRetrocessionaire. This reinsurance Where two or more Retrocessionaires are involved in the same claim, and a m ajority in interest elect to interpose defense to such claim, the expense will be payable directly to apportioned in accordance with the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except terms of this Agreement as expressly required otherwise though such expense had been incurred by applicable insurance lawthe Retrocedent/Reinsured.

Insolvency. In the event of the declared insolvency of the ReinsuredCEDING COMPANY, and any reinsurance death benefits due will be payable directly to the appointment of a domiciliary liquidator, receiver, conservator receiver or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured CEDING COMPANY without diminution because of the insolvency of the Reinsured or because CEDING COMPANY. All other terms of this Agreement will remain in effect, including but not limited to the CEDING COMPANY's obligation to pay reinsurance premiums pursuant to this Agreement. In the event of insolvency of the CEDING COMPANY, the liquidator, receiver, conservator receiver or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will immediately give written notice to the Reinsurer REINSURER of all pending claims against the pendency of CEDING COMPANY on any policies reinsured. While a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claimpending, the Reinsurer REINSURER may investigate the same and interpose, at its own expense, in the proceeding proceedings where that the claim is to be adjudicated, any defense or defenses that which it may deem available to the Reinsured, to CEDING COMPANY or its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus expense incurred by the Reinsurer REINSURER will be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured CEDING COMPANY as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured CEDING COMPANY solely as a result of the defense undertaken by the ReinsurerREINSURER. This reinsurance Where 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 expense will be payable directly apportioned in accordance with the terms of the reinsurance agreement as though such expense had been incurred by the CEDING COMPANY. 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 or with respect to any other claim of one party against the Reinsured other are deemed mutual debts or to its domiciliary liquidatorcredits, receiveras the case may be, conservator and will be offset, and only the balance will be allowed or statutory successor, except as expressly required otherwise by applicable insurance lawpaid.

Insolvency. In the event of the declared insolvency of NATIONAL INTEGRITY LIFE, the Reinsured, and the appointment of a domiciliary reinsurance under this Agreement shall be payable directly by Connecticut General to NATIONAL INTEGRITY LIFE or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the Connecticut General’s liability of the Reinsured to NATIONAL INTEGRITY LIFE without diminution because of the insolvency of the Reinsured NATIONAL INTEGRITY LIFE or because the liquidator, receiver, conservator or statutory successor of the Reinsured NATIONAL INTEGRITY LIFE has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will NATIONAL INTEGRITY LIFE shall give written notice to the Reinsurer Connecticut General of the pendency of a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, against NATIONAL INTEGRITY LIFE within a reasonable amount of time after the such claim is filed in the receivership, conservation, liquidation, receivership insolvency or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During liquidation proceeding and that during the pendency of any such claim, the Reinsurer Connecticut General may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to NATIONAL INTEGRITY LIFE or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Connecticut General shall be chargeable, subject to the approval of the applicable courtCourt, against the Reinsured NATIONAL INTEGRITY LIFE as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured NATIONAL INTEGRITY LIFE solely as a result of the defense undertaken by Connecticut General. Where two or more reinsurers are involved in the Reinsurer. This reinsurance will same claim and a majority in interest elect to interpose defense to such claim, the expense shall be payable directly to apportioned in accordance with the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except terms of this Agreement as expressly required otherwise though such expense had been incurred by applicable insurance lawNATIONAL INTEGRITY LIFE.

Insolvency. In the event The obligations of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, Reinsurer under this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Agreement shall continue without diminution because and shall not be changed as a result of the insolvency of the Reinsured or because Company, provided that the Reinsurer shall, in accordance with the terms of this Agreement, make payments of the Subject Obligations to the rehabilitator, liquidator, receiver, conservator or statutory successor of the Reinsured has failed Company. Reinsurance under this Agreement shall be payable by the Reinsurer on the basis of the liability of the Company under policy or policies reinsured without diminution because of the insolvency of the Company, directly to pay all the Company or a portion of any claim. Every to its liquidator, receiver, conservator or statutory successor except as provided by Section 631.205 of the Florida Statutes or except when the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and when the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company to such payees. It is agreed, however, that the liquidator or receiver or statutory successor of the Reinsured or guaranty fund or association will insolvent Company shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability insolvent Company on the part of the Reinsurer to the Reinsured policy or its domiciliary liquidator, receiver, conservator or statutory successor, policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During insolvency proceeding and that during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that when such claim is to be adjudicated, any defense or defenses that which it may deem available to the Reinsured, to Company or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured Company solely as a result of the defense undertaken by the Reinsurer. This reinsurance will Should any party hereto be payable directly to the Reinsured placed in rehabilitation or to its domiciliary liquidation or should a rehabilitator, liquidator, receiver, conservator or statutory successorother person or entity of similar capacity be appointed as respects such party, except as expressly required all amounts due any of the parties hereto whether by reason of premiums, losses or otherwise by under this Agreement or any other contract(s) of reinsurance heretofore or hereafter entered into between the parties (whether or not any such contract(s) be assumed or ceded) shall at all times be subject to the right of offset at any time and from time to time, and upon the exercise of same, only the net balance shall be due and payable in accordance with Section 631.281 of the Florida Statutes to the extent such statute or any other applicable insurance law, statute or regulation governing such offset shall apply.

Insolvency. 9.01 In the event of the declared insolvency of the Reinsured, either party and the appointment of a domiciliary conservator, liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, any payment due to the insolvent party shall be payable to the conservator, liquidator, or statutory successor on the basis of claims allowed against the liability insolvent party by any court of the Reinsured without diminution because of the insolvency of the Reinsured competent jurisdiction or because the by any conservator, liquidator, receiver, conservator or statutory successor of the Reinsured company having authority to allow such claims, without diminution because of that insolvency, or because the conservator, liquidator, or statutory successor has failed to pay all or a portion of any claimclaims. Every Payments by the solvent party as set forth in this Section shall be made directly to the insolvent party or to its conservator, liquidator, receiveror statutory successor, conservator 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 Reinsured’s insolvency, the conservator, liquidator, or statutory successor of the Reinsured or guaranty fund or association will shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, any policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other proceedingfiled. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, the The Reinsurer may investigate the same and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem available to the ReinsuredReinsured or its conservator, to its contract ownerliquidator, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. 9.03 The expenses thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured in conservation or liquidation, solely as a result of the defense undertaken by the Reinsurer. This reinsurance will Where two or more Reinsurers are involved in the same claim and a majority in interest elect to interpose a defense or defenses to this claim, the expense shall be payable directly shared as though such expense had been incurred by the Reinsured. Article 10 Arbitration 10.01 As a condition precedent to any right of action hereunder, any dispute or difference between the Reinsured and the Reinsurer relating to the Reinsured interpretation or performance of this Agreement, including its formation or validity, or any transaction under this Agreement, whether arising before or after termination, shall be submitted to its domiciliary liquidatorarbitration. Arbitration shall be the method of dispute resolution, regardless of the insolvency of either party, unless the conservator, receiver, conservator liquidator or statutory successor, except as expressly required otherwise successor is specifically exempted from arbitration proceeding by applicable insurance lawstate law of the insolvency. 10.02 Arbitration shall be initiated by the delivery of written notice of demand for arbitration by one party to another. Such written notice shall contain a brief statement of the issue(s), the failure on behalf of the parties to reach amicable agreement and the date of demand for arbitration.

Insolvency. In If Seller ceases to conduct its operations in the event normal course of business (including inability to meet its obligations as they mature), or is any proceeding under the bankruptcy or insolvency laws is brought by or against Seller, or receiver for Seller is appointed or applied for or an assignment for the benefit of creditors is made by Seller. Purchaser may terminate this Purchase Order without liability except for deliveries previously made or for goods covered by this Purchase Order then completed and subsequently delivered in accordance with the terms thereof. WAIVER – The terms of this Purchase Order cannot be rescinded, modified or waived except in writing, signed by an authorized representative of the declared insolvency party to be charged. FOREIGN PURCHASES – a) If the front side indicates Purchaser is Importer of Record, the following applies to all transactions involving imported goods: ANTI-DUMPING – Seller warrants that all sales made hereunder are or will be made at not less than fair value under the United States Anti-dumping Law (19 U.S.C. Sec 160 ct seq) and Seller will indemnify, defend and hold Purchaser harmless from and against any costs or expenses (including but not limited to any anti-dumping duties which may be imposed) arising out of or in connection with any breach of the Reinsuredwarranty. B) If front side indicates Seller is importer of Record, the following apply to all transactions involving imported goods: IMPORTER OF RECORD – Seller agrees that Purchaser will not be a party to the importation of goods, that the transaction(s) represented by this Purchase Order will be consummated subsequent to importation, and that Seller will neither cause nor permit Purchaser’s name to be shown as “importer of record” on any customs declaration. DRAWBACK – Upon request and where applicable, Seller will provide Purchaser Customs Form 7543 entitled “Certificate of Delivery” properly executed. AUDIT AND INSPECTION – Seller agrees to allow Purchaser, and/or the appointment Purchaser’s customer, at reasonable times, to inspect the facility, records, goods, materials and any property of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, Purchaser covered by this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured without diminution because of the insolvency of the Reinsured or because the liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion Purchase Order. Purchaser’s inspection shall not constitute acceptance of any claim. Every liquidator, receiver, conservator work-in-process or statutory successor of the Reinsured or guaranty fund or association will give written notice to the Reinsurer of the pendency of a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, the Reinsurer may investigate the same and interpose, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or association. The expenses thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable court, against the Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawfinished goods.

Insolvency. In the event of the declared insolvency of Retrocedent's insolvency, the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, reinsurance afforded by this reinsurance Agreement will be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Retrocessionaire on the basis of the Retrocedent's liability of under the Reinsured Original Agreement without diminution because of the Retrocedent's insolvency of the Reinsured or because the its liquidator, receiver, conservator conservator, or statutory successor of the Reinsured has failed to pay all or a portion of any claimclaims, subject however to the right of the Retrocessionaire to offset against such funds due hereunder, any sums that may be payable to them by said insolvent Retrocedent in accordance with the Offset Article. Every The reinsurance will be payable by the Retrocessionaire directly to the Retrocedent, or to its liquidator, receiver, conservator conservator, or statutory successor except (a) where this Agreement specifically provides another payee of such reinsurance in the event of the Reinsured Retrocedent's insolvency or guaranty fund (b) where the Retrocessionaire, with the consent of the direct insured or association insureds, has assumed such policy obligations of the Retrocedent as direct obligations of itself to the payees under such policies in substitution for the Retrocedent's obligation to 10 11 such payees. Then, and in that event only, the Retrocedent, with the prior approval of the liquidator, receiver, conservator, or statutory successor is entirely released from its obligation and the Retrocessionaire will pay any loss directly to payees under such policies. The Retrocedent's liquidator, receiver, conservator, or statutory successor will give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of Retrocedent under the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, Original Agreement within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any such claim, the Reinsurer Retrocessionaire may investigate said claim and interpose in the same and interposeproceeding where the claim is to be adjudicated, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to its contract ownerRetrocedent, or to any its liquidator, receiver receiver, conservator, or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer Retrocessionaire will be chargeablechargeable against the Retrocedent, subject to approval of the applicable courtcourt approval, against the Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata that such proportionate share of the benefit which may will accrue to the Reinsured Retrocedent solely as a result of the defense undertaken by the ReinsurerRetrocessionaire. This reinsurance will be payable directly In the event of insolvency, bankruptcy, receivership, rehabilitation or liquidation of the Retrocessionaire, the Retrocedent may immediately take possession of all of the assets held in the Trust Account maintained in connection herewith, and may retain all or any portion of any amount then due or which may become due to the Reinsured or Retrocessionaire under this Agreement. Such amounts shall be used for the purpose of paying any and all liability of the Retrocessionaire hereunder until all such liabilities have been discharged, at which time the Retrocedent shall pay to the Retrocessionaire, its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.conservator,

Insolvency. In the event of the declared insolvency of MICCA, all sums payable by the Reinsured, and the appointment of a domiciliary REINSURER under this AGREEMENT shall be payable directly to MICCA or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, administrator or conservator or statutory successor, on the basis of the liability of MICCA under the Reinsured AGREEMENT without diminution because of the insolvency of the Reinsured MICCA or because the liquidator, receiver, administrator or conservator or statutory successor of the Reinsured MICCA has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, administrator or conservator or statutory successor of the Reinsured or guaranty fund or association will MICCA shall give written notice to the Reinsurer REINSURER of the pendency of a claim involving all claims against MICCA indicating the Reinsured indicating which of the underlying insurance contracts policy reinsured, where any such claims would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, REINSURER within a reasonable amount of time after the such claim is filed in the conservationadministration, liquidation, conservation or liquidation proceeding or in the receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During and that during the pendency of any claim, such claim the Reinsurer REINSURER may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Reinsured, to MICCA or its contract owner, or to any liquidator, receiver receiver, administrator or statutory successor of the Reinsured or guaranty fund or associationconservator. The expenses expense thus incurred by the Reinsurer will REINSURER shall be chargeable, subject to the approval of the applicable courtCourt, against the Reinsured MICCA as part of the expense of administration, conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured MICCA solely as a result of the defense undertaken by the ReinsurerREINSURER. This Where two or more REINSURERS are involved in the same claim and a majority in interest elect to interpose any defense to such claim, the expense shall be apportioned in accordance with the terms the reinsurance will contracts as though such expense had been incurred by MICCA. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this AGREEMENT, sums payable by the REINSURER under this AGREEMENT shall be payable directly as set forth above by the REINSURER to the Reinsured MICCA or to its domiciliary liquidatoradministrator, receiverconservator, conservator liquidator or statutory successor, except as expressly required otherwise provided by applicable Section 4118 of the New York Insurance Law or except (a) where any underlying contract of insurance lawor reinsurance specifically provides another payee in the event of the insolvency of MICCA and (b) where the REINSURER with the consent of the direct insured(s) has assumed such policy obligations of MICCA as direct obligations of the REINSURER to the payees under such POLICIES and in substitution for the obligations of MICCA to such payees.

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidatorconservator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator statutory successor of NASL, the portion of any risk or obligation assumed by Connecticut General, as reinsurer, shall be payable to the conservator, liquidator, receiver, or statutory successor on the basis of claims allowed against the insolvent company by any court of competent jurisdiction or by any conservator, liquidator, receiver, or statutory successor of the company having authority to allow such claims, without diminution because of that insolvency or because the conservator, liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. Payments by Connecticut General as above set forth shall be made directly to NASL or to its conservator, liquidator, receiver, or statutory successor, on except where the basis contract of insurance or reinsurance specifically provides another payee of such reinsurance in the liability of the Reinsured without diminution because event of the insolvency of the Reinsured or because NASL It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will NASL shall give prompt written notice to the Reinsurer Connecticut General of the pendency of a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, against NASL within a reasonable amount of time after the such claim is filed in the receivership, conservation, liquidation, receivership insolvency or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During liquidation proceeding and that during the pendency of any such claim, the Reinsurer Connecticut General may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to NASL or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Connecticut General shall be chargeable, subject to the approval of the applicable courtCourt, against the Reinsured NASL as part of the expense of conservation or liquidation to the extent of a pro pro-rata share of the benefit which may accrue to the Reinsured NASL solely as a result of the defense undertaken by Connecticut General. Where two or more reinsurers are involved in the Reinsurersame claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by NASL. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidatorNORTH AMERICAN SECURITY LIFE VEN3 TREATY EFFECTIVE JULY 1, receiver1995 AMENDMENT XX. 0 - XXXXX 0, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.0000 (XXXXX XXXXXXXXXXX LOGO)

Insolvency. Insolvency. In the event of the declared insolvency Ceding Company's insolvency, any payments due to the Ceding Company from the Reinsurer pursuant to the terms of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance Agreement will be payable immediately upon demand, with reasonable provision for verification, made directly to the Reinsured Ceding Company or its domiciliary conservator, liquidator, receiver, or conservator receiver or statutory successor, . Such payments will be made by the Reinsurer on the basis of the liability of the Reinsured Ceding Company under the annuities reinsured without diminution because of the insolvency of the Reinsured or because the Ceding Company. The conservator, liquidator, receiver, conservator receiver or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association Ceding Company will give the Reinsurer written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Ceding Company on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, any annuity reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the same and interposeCeding Company's name (or in the name of the Ceding Company's conservator, at its own expenseliquidator, receiver or statutory successor), in the proceeding where that such claim is to be adjudicated, any defense or defenses that it which the Reinsurer may deem available to the ReinsuredCeding Company or its conservator, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Ceding Company as a part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured Ceding Company solely as a result of the defense undertaken by the Reinsurer. This reinsurance In the event of the Reinsurer's insolvency, this treaty will terminate, and the terminal accounting and settlement described in Article X will occur. Any payments due the Reinsurer from the Ceding Company pursuant to the terms of this Agreement will be made directly to the Reinsurer or its conservator, liquidator, receiver or statutory successor. Any amounts owed by the Reinsurer to the Ceding Company will be payable directly to without diminution because of the Reinsured or to its domiciliary insolvency of the Reinsurer. The conservator, liquidator, receiver, conservator receiver or statutory successor, except as expressly required otherwise by applicable insurance lawsuccessor of the Reinsurer will give the Ceding Company written notice of the pendency of a claim against the Reinsurer on any annuity reinsured within a reasonable time after such claim is filed in the insolvency proceeding.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and the appointment of a domiciliary reinsurance under this Agreement shall be payable by the Reinsurer to the Company or its liquidator, receiver, conservator receiver or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company under the original Policy or Policies reinsured, without diminution because of the insolvency of the Reinsured Company, except as provided by Section 4118 (a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies, except (a) where this Agreement specifically provides another payee in the event of the insolvency of the Company and (b) where a Reinsurer(s) subscribing a participation hereunder with the consent of the original insured or because insureds, has assumed such Policy obligations of the Company to such payees. If the Company should become insolvent, then the liquidator, receiver, conservator receiver or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer of the pendency of any claim against the Company which is likely to produce a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, loss under this Agreement within a reasonable amount of time after the such claim is if filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During ; during the pendency of any such claim, the Reinsurer under this Agreement may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it which the Reinsurer may deem available to the Reinsured, to Company or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured Company solely as a result of the defense undertaken by the Reinsurer. This reinsurance will If those Reinsurers subscribing a majority participation in this Agreement elect to interpose defense to a claim, the expense shall be payable directly apportioned in accordance with the terms of this Agreement as though such expenses had been incurred by the Company. Should the Company go into liquidation or should a receiver be appointed the Reinsurer shall be entitled to deduct from any sums which may be due or may become due to the Reinsured Company under this Agreement, any sums which are due to the Reinsurer by the Company under this Agreement and which are due at a fixed or stated date, as well as any other sums due to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by the Reinsurer which are permitted to be offset under applicable insurance law.

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured without diminution because of the insolvency of the Reinsured or because the liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will give written notice to the Reinsurer of the pendency of a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, the Reinsurer may investigate the same and interpose, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or association. The expenses thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable court, against the Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.or

Insolvency. In the event of the declared insolvency of the ReinsuredCeding Company, and this reinsurance will be payable directly to the appointment of a domiciliary Ceding Company, or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Ceding Company without diminution because of the insolvency of the Reinsured Ceding Company or because the liquidator, receiver, conservator or statutory successor of the Reinsured Ceding Company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Ceding Company is to give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured Ceding Company indicating the policy or bond reinsured which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding of in the receivership, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During and that during the pendency of any claim, such claim the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, adjudicate any defense or defenses that it may deem available to the Reinsured, to Ceding Company or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will be chargeable, subject to the approval of the applicable court, against the Reinsured Ceding Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured Ceding Company solely as a result of the defense undertaken by the Reinsurer. This The reinsurance will be payable directly by the Reinsurer to the Reinsured Ceding Company or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise provided by applicable insurance lawSection 4118(a) of the New York Insurance Law except (a) where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company, or (b) where the Reinsurer with the consent of the direct insureds has 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 such payees.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, reinsurance under this reinsurance will Agreement shall be payable immediately upon on demand, with reasonable provision for verification, directly to on the Reinsured basis of claims allowed against the insolvent Company by any court of competent jurisdiction or its domiciliary by any liquidator, receiver, or conservator or statutory successorconservator, on the basis of the liability of the Reinsured without diminution because of the insolvency of the Reinsured or because the liquidator, receiver, conservator or statutory successor of the Reinsured Company 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 claimclaims. Every Such payments by the Reinsurer shall be made directly to the Company or its liquidator, receiver, conservator conservator, or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (a) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company, or (b) where the Reinsurer with the consent of the direct Insured or Insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. It is agreed, however, that the liquidator, receiver, conservator, or statutory successor of the Reinsured or guaranty fund or association will insolvent Company shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability insolvent Company on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, Policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During insolvency proceeding and that during the pendency of any claim, such claim the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem available to the ReinsuredCompany or its liquidator, to its contract ownerreceiver, conservator, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit benefit, which may accrue to the Reinsured Company solely as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured without diminution because of the insolvency of the Reinsured or because the liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will give written notice to the Reinsurer of the pendency of a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, the Reinsurer may investigate the same and interpose, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or association. The expenses thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable court, against the Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.

Insolvency. In the event of the declared insolvency of the ReinsuredCEDING COMPANY, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this all reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator receiver or statutory successor, on the basis successor of the liability of the Reinsured CEDING COMPANY without diminution because of the insolvency of CEDING COMPANY. In the Reinsured or because event of the insolvency of CEDING COMPANY, the liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will immediately give written notice to the Reinsurer REINSURER of the pendency of all pending claims against CEDING COMPANY on any policies reinsured. While a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidatoris pending, receiver, conservator or statutory successor, within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, the Reinsurer REINSURER may investigate the same and interpose, at its own expense, in the proceeding proceedings where that the claim is to be adjudicated, any defense or defenses that which it may deem available to the Reinsured, to CEDING COMPANY or its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus expense incurred by the Reinsurer REINSURER will be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured CEDING COMPANY as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured CEDING COMPANY solely as a result of the defense undertaken by REINSURER. Where Two or more reinsurers are participating in the Reinsurer. This reinsurance same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be payable directly apportioned in accordance with the terms of the reinsurance agreement as though such expense had been incurred by CEDING COMPANY. 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 or with respect to any other claim of one party against the Reinsured other are deemed mutual debts or to credits, as the case may be, and will be offset, and only the balance will be allowed or paid. In the event of the insolvency of REINSURER, REINSURER will be bound by any legal directions imposed by its domiciliary liquidator, receiver, conservator receiver or statutory successor. However, except if not in conflict with such legal directions, CEDING COMPANY shall have the right to cancel this Agreement as expressly respects occurrences taking place on or after the date REINSURER first evidences insolvency, by giving to REINSURER (or its liquidator, receiver or statutory successor) written notice stating that such recapture is thereby effected and REINSURER (or its liquidator, receiver or statutory successor), in lieu of a premature recapture fee, will not be required otherwise by applicable insurance lawto reimburse CEDING COMPANY any unearned premium hereunder.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and the appointment of a domiciliary reinsurance under this Agreement shall be payable by the Reinsurer to the Company or its liquidator, receiver, conservator receiver or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company under the Original Policy or policies reinsured, without diminution because of the insolvency of the Reinsured Company, except as provided by Section 4118 (a) of the New York Insurance Law except (a) where this Agreement specifically provides another payee for such insurance in the event of the insolvency of the Company and (b) where a v.3499066 Reinsurer(s) subscribing a participation hereunder with the consent of the original insured or because insureds, has assumed such policy obligations of the Company to such payees. If the Company should become insolvent, then the liquidator, receiver, conservator receiver or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer of the pendency of any claim against the Company which is likely to produce a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, loss under this Agreement within a reasonable amount of time after the such claim is if filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During ; during the pendency of any such claim, the Reinsurer under this Agreement may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it which the Reinsurer may deem available to the Reinsured, to Company or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured Company solely as a result of the defense undertaken by the Reinsurer. This reinsurance will If those Reinsurers subscribing a majority participation in this Agreement elect to interpose defense to a claim, the expense shall be payable directly apportioned in accordance with the terms of this Agreement as though such expenses had been incurred by the Company. Should the Company go into liquidation or should a receiver be appointed the Reinsurer shall be entitled to deduct from any sums which may be due or may become due to the Reinsured Company under this Agreement, any sums which are due to the Reinsurer by the Company under this Agreement and which are due at a fixed or stated date, as well as any other sums due to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by the Reinsurer which are permitted to be offset under applicable insurance law.

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this This reinsurance will shall be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on Reinsurer an the basis of the liability of the Reinsured Company under Policy or Policies reinsured without diminution diminution, because of the insolvency of the Reinsured Company, to the Company or because the its liquidator, receiver, conservator or statutory successor. In the event of insolvency of the Company, the liquidator or receiver or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer of the pendency of a claim involving filed against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Company on the part of the Reinsurer to the Reinsured Policy or its domiciliary liquidator, receiver, conservator or statutory successor, Policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, such claim the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem available to the Reinsured, to Company or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit benefits which may accrue to the Reinsured Company solely as a result of the defense so undertaken by the Reinsurer. This Should the Company go into liquidation or should a receiver be appointed, the Reinsurer shall be entitled to deduct from any sums which may be or may become due to the Company any sums which are due to the Reinsurer by the Company and which are payable at a fixed or stated date under this Agreement or under the Surety Excess of Loss Reinsurance Contract or the Aggregate Stop Loss Reinsurance Contract between the parties hereto, to the full extent permitted under the laws of the insolvent party's state of domicile. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance will under this Agreement shall be payable directly by the Reinsurer to the Reinsured Company or to its domiciliary liquidator, receiver or statutory successor except a) where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and 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 parties to this Agreement or, in the event of the Company's insolvency, its liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawhave any rights under this Agreement.