Common use of Insolvency Clause in Contracts

Insolvency. 16.01 In the event of insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement as though the Company had incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 16.01 13.01 In the event of insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 13.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 13.03 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 Agreement as though such expense had been incurred by the Company had incurred such expenseCompany. 16.04 13.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 16.01 In the event of insolvency of the Company, The Reinsurer agrees that all reinsurance under this reinsurance Agreement shall be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Reinsurer on the basis of the liability of the Company Insurer under each policy reinsured under this Agreement. without diminution because of the insolvency of the Company or because Insurer, and the liquidator, receiver, conservator or statutory successor Reinsurer assumes liability for such reinsurance as of the Company has failed to pay all or a portion effective dates of any claimssuch policies. Payments Any such payments by the Reinsurer as set forth in this Section shall be made directly to the Company Insurer or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in . In the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreedInsurer, however, that the liquidator, receiver, conservator receiver or statutory successor of the Company Insurer shall give written notice to the Reinsurer of the pendency of that a claim is pending against the Company indicating Insurer with respect to policies comprising the policy or bond reinsured which claim would involve Underlying Risk within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in insolvency proceedings. While the receivership, and that during the pendency of such claimclaim is pending, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Company Insurer or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the Company Insurer as part of the expense expenses of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company Insurer solely as a result of the defense undertaken by the Reinsurer. 16.03 . Where two or more reinsurers are involved in the same claim and a majority in of interest elect to interpose defense to such defend a claim, the expense shall will be apportioned in accordance with the terms of this Agreement as though the Company had incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly agreement as if the expense had been incurred by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payeesInsurer.

Insolvency. 16.01 In the event of the insolvency of the a Company, this reinsurance as to Policies issued by such Company shall be payable directly to the such Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability amount of the Company claims allowed in the insolvency proceeding without diminution because of the insolvency of the such Company or because the liquidator, receiver, conservator or statutory successor of the such Company has failed or is unable to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successora claim, except where (a) this Agreement specifically provides another payee of such reinsurance in the event of such Company’s insolvency, provided that this exception shall only apply to the insolvency extent that the reinsurance proceeds due such payee are actually paid by the Reinsurer, or (b) the Reinsurer, with the consent of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated direct insured or enlarged by the insolvency insureds, has assumed such policy obligations of such Company as direct obligations of the Company. 16.02 Reinsurer to the payees under such policies and in full and complete substitution for the obligations of such Company to such payees. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the such Company indicating the policy or bond reinsured Policy which claim would involve involves a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivershipreceivership and that, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the such Company or its liquidator, receiver, conservator or statutory successor. The expense expenses thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court’s approval, against the such Company as part of the expense of the conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the such Company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement as though the Company had incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 16.01 In Neither the event Company nor any of insolvency its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (as defined below). For purposes of this Section 3(m), “Insolvent” means, (i) with respect to the Company and its Subsidiaries, on a consolidated basis, (A) the present fair saleable value of the Company’s and its Subsidiaries’ assets is less than the amount required to pay the Company’s and its Subsidiaries’ total Indebtedness (as defined below), this reinsurance shall (B) the Company and its Subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the Company and its Subsidiaries intend to incur or believe that they will incur debts that would be payable directly beyond their ability to pay as such debts mature; and (ii) with respect to the Company or to its liquidatorand each Subsidiary, receiverindividually, conservator or statutory successor on (A) the basis present fair saleable value of the liability of Company’s or such Subsidiary’s (as the Company without diminution because of case may be) assets is less than the insolvency of amount required to pay its respective total Indebtedness, (B) the Company or because such Subsidiary (as the liquidator, receiver, conservator or statutory successor of the Company has failed case may be) is unable to pay all its respective debts and liabilities, subordinated, contingent or a portion of any claims. Payments by the Reinsurer otherwise, as set forth in this Section shall be made directly to such debts and liabilities become absolute and matured or (C) the Company or such Subsidiary (as the case may be) intends to its conservator, liquidator, receiver, incur or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses believes that it may deem available will incur debts that would be beyond its respective ability to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company pay 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 Company solely as a result of the defense undertaken by the Reinsurersuch debts mature. 16.03 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 Agreement as though the Company had incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 16.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor successor, with reasonable provision for verification, on the basis of reported claims allowed by the liability of the Company liquidation court without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 . Where two or more subscribing 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 Agreement Contract as though such expense had been incurred by the Company had incurred such expenseCompany. 16.04 B. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator, or statutory successor, except (i) as provided by applicable law, (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees payee under such policies Policies and in substitution for the obligation obligations of the Company to such payees. C. In the event of the insolvency of any company or companies listed in the designation of “Company” under this Contract, this Article shall apply only to the insolvent company or companies.

Insolvency. 16.01 In the event of insolvency the Reinsured’s insolvency, any payments due the Reinsured from the Reinsurer pursuant to the terms of the Company, this reinsurance shall Agreement will be payable made directly to the Company statutory successor of the Reinsured or to its conservator, liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company receiver without diminution because of the insolvency of the Company Reinsured for those claims reported and allowed against the Reinsured by any court of competent jurisdiction or because by the liquidator, receiverrehabilitator, conservator receiver or statutory successor having authority over such claims. The conservator, liquidator, receiver or statutory successor of the Company has failed to pay all or a portion of any claims. Payments by Reinsured will give the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the Reinsured on any policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer Subject Business within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during insolvency proceeding. During the pendency of any such claim, the Reinsurer may investigate such claims claim and interposeinterpose in the Reinsured’s name (or in the name of the Reinsured’s conservator, at its own expenseliquidator, receiver or statutory successor), in the proceeding where such claim is to be adjudicated, any defense or defenses that it which the Reinsurer may deem available to the Company Reinsured or its conservator, liquidator, receiver, conservator receiver or statutory successor. The expense thus incurred by the Reinsurer shall will be chargeable, subject to the approval of the Courtcourt approval, against the Company Reinsured 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 Company Reinsured solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement as though the Company had incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 16.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor successor, with reasonable provision for verification, on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer Reinsurer, within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 B. Where two or more subscribing 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 Agreement Contract as though such expense had been incurred by the Company had incurred such expenseCompany. 16.04 C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator, or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees. D. In the event of the insolvency of any company or companies listed in the designation of “Company” under this Contract, this Article shall apply only to the insolvent company or companies.

Insolvency. 16.01 1. In the event of the insolvency of the Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this reinsurance Agreement shall be payable by Swiss Re America directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the contract or contracts reinsured without diminution because of the insolvency of the Company or because the liquidatorCompany. It is understood, receiverhowever, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance that in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator receiver or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company indicating on the policy or bond reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvencyinsolvency proceeding and that, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer Swiss Re America may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that which it may deem available to the Company or to its liquidator, receiver, conservator receiver or statutory successor. 2. The It is further understood that the expense thus incurred by the Reinsurer Swiss Re America shall be chargeable, subject to the approval of the Courtcourt approval, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 Swiss Re America. Where two or more reinsurers assuming insurers 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 the Reinsurance Agreement as though such expense had been incurred by the Company had incurred such expenseCompany. 16.04 It is further understood and agreed that, in 3. In the event of the insolvency of Swiss Re America and the Companyappointment of receivers therefor, the liability of Swiss Re America shall not terminate but shall continue with respect to the reinsurance under this Agreement shall be payable directly ceded to Swiss Re America by the Reinsurer Company prior to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee date of such reinsurance insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the event name of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.Swiss Re America. SWISS RE AMERICA

Insolvency. 16.01 A. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company 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 Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement reinsurance Contract as though such expense had been incurred by the Company had incurred such expenseCompany. 16.04 It is further understood and agreed thatC. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, except (i) as provided by applicable law, (ii1) where the Agreement Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 16.01 A. If more than one 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 covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance coverage (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company 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 Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible Effective: June 1, 2021 DOC: July 13, 2021 UBWP0006C 13 of 23 liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 C. 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 Agreement reinsurance Contract as though the Company such expense had been incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of by the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 16.01 A. In the event of the insolvency of one or more of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement Contract as though such expense had been incurred by the Company had incurred such expensecompany. 16.04 C. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (iia) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iiib) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees.

Insolvency. 16.01 In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability amount of the Company claims allowed in the insolvency proceeding without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed or is unable to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successora claim, except where (a) this Agreement specifically provides another payee of such reinsurance in the event of the insolvency 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 Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated direct insured or enlarged by the insolvency insureds, has assumed such policy obligations of the Company. 16.02 Company as direct obligations of the Reinsurer to the payees under such policies and in full and complete substitution for the obligations of the Company to such payees. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured Insurance Contract which claim would involve involves a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivershipreceivership and that, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense expenses thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court’s approval, against the 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 Company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement as though the Company had incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 16.01 In the event of the insolvency of the Company, reinsurance under this reinsurance Contract shall be payable directly 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, to the Company or to its liquidator, receiver, conservator or statutory successor on the basis except as provided by Section 4118(a) of the liability of New York Insurance Law or except when the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall Company or when the Reinsurer’s liability hereunder be accelerated or enlarged by Reinsurer with the insolvency consent of the Company. 16.02 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 liquidator or receiver or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer Policy or Policies reinsured within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated insolvency proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where when such claim is to be adjudicated, any defense or defenses that which it may deem available to the Company or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 Where . 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 apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Company had incurred such expense. 16.04 It is further understood and agreed that, in insolvent Company. In the event of the insolvency of any company or companies included in the designation of "Company, the reinsurance under ," this Agreement shall be payable directly by the Reinsurer clause will apply only to the Company insolvent company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payeescompanies.

Insolvency. 16.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer..  16.03 B. Where two or more reinsurers Subscribing 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 Agreement Contract as though such expense had been incurred by the Company had incurred such expense.Company.  16.04 C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees..   Article 26 - Arbitration A. As a condition precedent to any right of action hereunder, in the event of any dispute or difference of opinion hereafter arising with respect to this Contract, it is hereby mutually agreed that such dispute or difference of opinion shall be submitted to arbitration. One Arbiter shall be chosen by the Company, the other by the Reinsurer, and an Umpire shall be chosen by the two Arbiters before they enter upon arbitration, all of whom shall be active or retired disinterested executive officers of insurance or reinsurance companies or Xxxxx'x London Underwriters. In the event that either party should fail to choose an Arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two Arbiters who shall in turn choose an Umpire before entering upon arbitration. If the two Arbiters fail to agree upon the selection of an Umpire within 30 days following their appointment, each Arbiter shall nominate three candidates within 10 days thereafter, two of whom the other shall decline, and the decision shall be made by drawing lots.  B. Each party shall present its case to the Arbiters within 30 days following the date of appointment of the Umpire. The Arbiters shall consider this Contract as an honorable engagement rather than merely as a legal obligation and they are relieved of all judicial formalities and may abstain from following the strict rules of law. The decision of the Arbiters shall be final and binding on both parties; but failing to agree, they shall call in the Umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the Arbiters may be entered in any court of competent jurisdiction.  C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint.  D. Each party shall bear the expense of its own Arbiter, and shall jointly and equally bear with the other the expense of the Umpire and of the arbitration. In the event that the two Arbiters are chosen by one party, as above provided, the expense of the Arbiters, the Umpire and the arbitration shall be equally divided between the two parties.  E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the state in which the Company has its principal office.   Article 27 - Service of Suit (BRMA 49C) (Applicable if the Reinsurer is not domiciled in the United States of America, and/or is not authorized in any State, Territory or District of the United States where authorization is required by insurance regulatory authorities)  A. It is agreed that in the event the Reinsurer fails to pay any amount claimed to be due hereunder, the Reinsurer, at the request of the Company, will submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this Article constitutes or should be understood to constitute a waiver of the Reinsurer's rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States.  B. Further, pursuant to any statute of any state, territory or district of the United States which makes provision therefor, the Reinsurer hereby designates the party named in its Interests and Liabilities Agreement, or if no party is named therein, the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his successor or successors in office, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Company or any beneficiary hereunder arising out of this Contract.   Article 28 - Severability (BRMA 72E) If any provision of this Contract shall be rendered illegal or unenforceable by the laws, regulations or public policy of any state, such provision shall be considered void in such state, but this shall not affect the validity or enforceability of any other provision of this Contract or the enforceability of such provision in any other jurisdiction.   Article 29 - Governing Law (BRMA 71B) This Contract shall be governed by and construed in accordance with the laws of the State of Florida.  

Insolvency. 16.01 12.01 In the event of the Ceding Company's insolvency and the appointment of a conservator, liquidator, or statutory successor, the Company, this reinsurance portion of any risk or obligation assumed by the Reinsurer shall be payable directly to the Company or to its conservator, liquidator, receiver, conservator or statutory successor on the basis of claims allowed against the liability Ceding Company by any court of the Company without diminution because of the insolvency of the Company competent jurisdiction or because the by any conservator, liquidator, receiver, conservator or statutory successor of the Company company having authority to allow such claims, without diminution because of that insolvency, or because the conservator, liquidator, or statutory successor has failed to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made directly to the Ceding Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement the contract of insurance or reinsurance specifically provides another payee of such reinsurance in the event of the insolvency Ceding Company's insolvency. Treaty No. 3188-10 Effective 08/01/2002 12.02 In the event of the Ceding Company. Under no circumstances shall 's insolvency, the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreedconservator, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Ceding Company indicating the policy or bond on any policies reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claim, the filed. The Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that which it may deem available to the Ceding Company or its conservator, liquidator, receiver, conservator or statutory successor. . 12.03 The expense thus expenses incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the Ceding Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Ceding Company in conservation or liquidation, solely as a result of the defense undertaken by the Reinsurer. 16.03 . Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense or defenses to such this claim, the expense shall be apportioned in accordance with the terms of this Agreement shared as though such expense had been incurred by the Company had incurred such expenseCeding Company. 16.04 It is further understood and agreed that, in 12.04 In the event of the insolvency Reinsurer's insolvency, the Ceding Company may cancel the Agreement for future new business and will notify the Reinsurer in writing of its intent. The parties agree to waive the notification period for this cancellation, and the effective date will be no earlier than the effective date of the CompanyReinsurer's insolvency. Upon giving written notice to the Reinsurer, the reinsurance under this Agreement shall be payable directly Ceding Company may also recapture all of the inforce business reinsured by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in under this Agreement. In the event of the insolvency of the Ceding Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payeesexercises this recapture option, Article 9 Recapture will apply.

Insolvency. 16.01 A. If more than one 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 covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance coverage (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company 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 Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may Effective: June 1, 2021 DOC: July 8, 2021 UBWP0006 13 of 22 deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 C. 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 Agreement reinsurance Contract as though the Company such expense had been incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of by the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 16.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor successor, with reasonable provision for verification, on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer.. Casualty Catastrophe XOL Contract 21 16.03 B. Where two or more subscribing 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 Agreement Contract as though such expense had been incurred by the Company had incurred such expenseCompany. 16.04 C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator, or statutory successor, except (i) as provided by applicable law, (iiSection 4118(a) of the New York Insurance Law or except 1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iiior 2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees payee under such policies Policies and in substitution for the obligation obligations of the Company to such payees. D. In the event of the insolvency of any company or companies listed in the designation of “Company” under this Contract, this Article shall apply only to the insolvent company or companies.

Insolvency. 16.01 A. 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 location 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 location of any company covered hereunder, that domiciliary location’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company 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 Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 C. 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 Agreement reinsurance Contract as though such expense had been incurred by the Company had incurred such expenseCompany. 16.04 It is further understood and agreed thatD. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, (except (i) as provided by applicable lawSection 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (ii1) where the Agreement Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.Company, or

Insolvency. 16.01 A. In the event of the insolvency of the Companyreinsured company, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without company with diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement as though the Company had incurred such expense. 16.04 B. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees.

Insolvency. 16.01 In the event of the insolvency of the a Company, this reinsurance as to Fronted Policies issued by such Company shall be payable directly to the such Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability amount of the Company claims allowed in the insolvency proceeding without diminution because of the insolvency of the such Company or because the liquidator, receiver, conservator or statutory successor of the such Company has failed or is unable to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successora claim, except where (a) this Agreement specifically provides another payee of such reinsurance in the event of such Company’s insolvency, provided that this exception shall only apply to the insolvency extent that the reinsurance proceeds due such payee are actually paid by the Reinsurer, or (b) the Reinsurer, with the consent of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated direct insured or enlarged by the insolvency insureds, has assumed such policy obligations of such Company as direct obligations of the Company. 16.02 Reinsurer to the payees under such policies and in full and complete substitution for the obligations of such Company to such payees. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the such Company indicating the policy or bond reinsured Fronted Policy which claim would involve involves a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivershipreceivership and that, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the such Company or its liquidator, receiver, conservator or statutory successor. The expense expenses thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court’s approval, against the such Company as part of the expense of the conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the such Company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement as though the Company had incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 16.01 20.1 If a Shareholder (in this Clause 20 called “the Defaulting Shareholder”):- (i) shall make any arrangement or composition with, or any assignment for the benefit of, its creditors or it is wound up or enters into liquidation; (ii) shall be subject to any distress, execution, sequestration, or other process being levied or enforced upon the whole or a substantial part of the property of the Defaulting Shareholder which is not discharged within 30 days and which in the reasonable opinion of the non-Defaulting Shareholder (a) would be materially prejudicial to its interests hereunder; or (b) would result in a third party taking possession or ownership of the Shares held by such Defaulting Shareholder; (iii) shall be subject to any encumbrancer taking possession of or a receiver or trustee being appointed over the whole or substantial part of the undertaking, property or assets of the Defaulting Shareholder and which in the reasonable opinion of the non-Defaulting Shareholder (a) would be materially prejudicial to its interests hereunder; or (b) would result in a third party taking ownership of the Shares held by such Defaulting Shareholder; or (iv) anything analogous to any of the events set out in Clauses 20.1(i), (ii) and (iii) above occurs under any applicable law, then, the non-Defaulting Shareholder shall have the right to do any of the following:- (a) require the Defaulting Shareholder to sell to the other Shareholders all of the Defaulting Shareholder’s Shares at a price equivalent to the Fair Market Value of such Shares, in which case, the Defaulting Shareholder shall be deemed to have issued a Transfer Notice for all its Shares pursuant to Clause 16.1.1 and the provisions of Clause 16.1.2 to Clause 16.1.5 shall mutatis mutandis apply as if the Defaulting Shareholder were selling its Shares; (b) terminate this Agreement forthwith in its entirety by notice in writing to the Defaulting Shareholder without prejudice to such other rights and remedies as it may have against the Defaulting Shareholder and thereupon wind up the Company under the provisions of the Act. In the event of insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement as though the Company had incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency winding up of the Company, the reinsurance under this Agreement Shareholders shall be payable directly by use their best endeavours to procure the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event due fulfilment of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer under any contract, agreement and/or arrangement pursuant to the payees under such policies and in substitution for the obligation of which the Company is to provide work, material or services to any person, subject always to commercial and legal considerations; or (c) continue with this Agreement with such revisions as may be agreed without prejudice to such payeesother rights and remedies as it may have against the Defaulting Shareholder.

Insolvency. 16.01 For the purpose of this Agreement, THE COMPANY or THE REINSURER shall be deemed “insolvent” if it does one or more of the following occurs: a. A court-appointed receiver, trustee, custodian, conservator, liquidator, government official or similar officer takes possession of the property or assets of either THE COMPANY or THE REINSURER; or b. Either THE COMPANY or THE REINSURER is placed in receivership, rehabilitation, liquidation, conservation, bankruptcy or similar status pursuant to the laws of any state or of the United States; or c. Either THE COMPANY or THE REINSURER becomes subject to an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the domicile of THE COMPANY or THE REINSURER, as the case may be. In the event of the insolvency of the CompanyTHE COMPANY, all claims payable under this reinsurance Agreement shall be payable by THE REINSURER directly to the Company THE COMPANY or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of THE COMPANY under the Company contract or contracts reinsured without diminution because of the insolvency of the Company or because the liquidatorTHE COMPANY. It is understood, receiverhowever, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance that in the event of the insolvency of THE COMPANY, the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated liquidator or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator receiver or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating THE COMPANY on the policy or bond reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivershipinsolvency proceeding, and that during the pendency of such claim, the Reinsurer . THE REINSURER may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Company THE COMPANY or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer THE REINSURER shall be chargeable, subject to the approval of the Courtcourt approval, against the 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 Company solely as a result of the defense undertaken by the Reinsurer. 16.03 Where two or more reinsurers are involved THE COMPANY in the same proportion as would have been in effect had the claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned been adjudicated in accordance with the terms provisions set forth in the “Claim Expense” provision of the treaty. In the event THE REINSURER is deemed insolvent, THE REINSURER will be bound by any legal directions imposed by its liquidator, conservator, or statutory successor. However, and if not in conflict with such legal directions, THE COMPANY shall have the right to cancel this Agreement as though with respect to occurrences taking place on or after the Company had incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement date THE REINSURER first evidences insolvency. Such right to cancel shall be payable directly exercised by providing THE REINSURER (or its liquidator, conservator, receiver or statutory successor) with a written notice of THE COMPANY’s intent to recapture ceded business. If THE COMPANY exercises such right to cancel and recapture ceded business, such election shall be in lieu of any premature recapture fee. Upon such election, THE COMPANY would still be liable for any unpaid premium and responsible to report the Reinsurer pendency of any claim with an effective date prior to the Company or to date of recapture. THE REINSURER, its liquidator, receiver or statutory successorsuccessor shall be liable for all claims incurred prior to the date of recapture. THE REINSURER, except (i) as provided by applicable lawits liquidator, (ii) where receiver or statutory successor will also pay THE COMPANY the Agreement specifically provides another payee unearned reinsurance premium within 30 days following the date of such reinsurance recapture. If at any point in the event future during the term of this Agreement, THE REINSURER is deemed insolvent, THE COMPANY’s right of recapture in Section 21 of this Agreement will be triggered unless THE REINSURER elects to, and does, provide, on a timely basis, security in the insolvency form of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and Assets in substitution Trust for the obligation benefit of THE COMPANY. If THE REINSURER elects to furnish security in the Company form of Assets in Trust to such payeesavoid THE COMPANY’s right of recapture under Section 21 of this Agreement, the trust must meet the requirements set forth in Sections 16 of Schedule A attached hereto.

Insolvency. 16.01 A. In the event of the insolvency of one or more than one of the CompanyCompanies reinsured hereunder, this reinsurance shall be payable directly to the Company Company(ies) or to its liquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the liability of the Company Company(ies) without diminution because of the insolvency of one or more than one of the Company Companies or because the liquidator, receiver, conservator or statutory successor of the Company Company(ies) has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company Company(ies) shall give written notice to the Reinsurer of the pendency of a claim against the Company Company(ies) indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company Company(ies) or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company Company(ies) 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 Company Company(ies) solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement as though the Company such expense had been incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payeesCompany(ies).

Insolvency. 16.01 A. In the event of the insolvency of one or more than one of the CompanyCompanies reinsured hereunder, this reinsurance shall be payable directly to the Company Company(ies) or to its liquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the liability of the Company Company(ies) without diminution because of the insolvency of one or more than one of the Company Companies or because the liquidator, receiver, conservator or statutory successor of the Company Company(ies) has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company Company(ies) shall give written notice to the Reinsurer of the pendency of a claim against the Company Company(ies) indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company Company(ies) or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company Company(ies) 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 Company Company(ies) solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement as though such expense had been incurred by the Company had incurred such expenseCompany(ies). 16.04 C. It is further understood and agreed that, in the event of the insolvency of one or more than one of the CompanyCompanies, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company Company(ies) or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payeesCompany(ies).

Insolvency. 16.01 A. If more than one reinsured company is included within the definition of “Company” hereunder, this Article shall apply individually to each such company. B. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor successor, with reasonable provision for verification, on the basis of the liability of the Company or 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 Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement as though the Company had incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 16.01 In the event of the insolvency of the Company, this reinsurance shall be payable by the Reinsurer directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator conservator, or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator conservator, or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator conservator, or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 . 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 Agreement their respective reinsurance agreements as though the Company such expense had been incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of by the Company, the . The reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator, or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (iia) where the Agreement agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company Company, and (iiib) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 16.01 A. In the event of insolvency and the appointment of a conservator, liquidator, or statutory successor of the Company, this reinsurance the portion of any risk or obligation assumed by the Reinsurer shall be payable directly to the Company or to its conservator, liquidator, receiver, conservator or statutory successor on the basis of claims allowed against the liability insolvent Company by any court of the Company without diminution because of the insolvency of the Company competent jurisdiction or because the by any conservator, liquidator, receiver, conservator or statutory successor of the Company having authority to allow such claims, without diminution because of that insolvency, or because the conservator, liquidator, or statutory successor has failed to pay all or a portion of any claims. . B. Payments by the Reinsurer as above set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this the Agreement of insurance or reinsurance specifically provides another payee of such reinsurance or except as provided by applicable law and regulation (such as subsection (a) of section 4118 of the New York Insurance laws) in the event of the insolvency of the Company. Under no circumstances shall . C. In the Reinsurer’s liability hereunder be accelerated or enlarged by event of the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer Policy or Policies reinsured within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated insolvency proceeding or in the receivership, and that during the pendency of such claim, claim the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, chargeable subject to the court approval of the Court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 D. Where two or more reinsurers Reinsurers are involved in the same claim and a majority in interest elect elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though the Company such expense had been incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of by the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 16.01 (a) In the event of insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It Ceding Companies, it is agreed, however, agreed that the liquidator, receiver, conservator or statutory successor of the Company Ceding Companies shall give written notice to the Reinsurer of the pendency of a claim against the Company Ceding Companies indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company Ceding Companies or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company Ceding Companies 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 Company Ceding Companies solely as a result of the defense undertaken by the Reinsurer. 16.03 (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 Agreement as though such expense had been incurred by the Company had incurred such expenseCeding Companies. 16.04 (c) It is further understood and agreed that, in the event of the insolvency of the CompanyCeding Companies, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company Ceding Companies or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii1) where the this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Ceding Companies or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company Ceding Companies as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company Ceding Companies to such payees.

Insolvency. 16.01 A. In the event of the insolvency of one or both of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement Contract as though such expense had been incurred by the Company had incurred such expensecompany. 16.04 C. It is further understood and agreed that, in the event of the insolvency of one or both of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees. D. Notwithstanding the above, in the event of the insolvency of one or both of the reinsured companies, the Reinsurer under this Contract shall have rights, as more fully set forth in Section 173.2, 173.3 and 173.4 of Illinois Insurance Code, as amended.

Insolvency. 16.01 A. 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 covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company 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 Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 C. 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 Agreement reinsurance Contract as though such expense had been incurred by the Company had incurred such expenseCompany. 16.04 It is further understood and agreed thatD. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, (except (i) as provided by applicable lawSection 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (ii1) where the Agreement Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Financial Services of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy. E. Notwithstanding the above, in the event of insolvency of those reinsured companies domiciled in the State of Illinois, the Reinsurer under this Contract shall have rights, as more fully set forth in Section 173.2, 173.3, and 173.4 of Illinois Insurance Code, as amended.

Insolvency. 16.01 A. In the event of the insolvency of one or more of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement Contract as though such expense had been incurred by the Company had incurred such expensecompany. 16.04 C. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such bond or policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such bonds or policies and in substitution for the obligation obligations of the Company company to such payees.

Insolvency. 16.01 A. If more than one 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 covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance coverage (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company 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 Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may Effective: June 1, 2021 DOC: July 13, 2021 UBWP0008C 13 of 22 deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 C. 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 Agreement reinsurance Contract as though the Company such expense had been incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of by the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 16.01 In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured Policy reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it they may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 . Where two or more reinsurers 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 the reinsurance Agreement as though the Company such expense had been incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of by the Company. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, except (i) as provided by applicable law, Sections 4118 (iia)(1)(A) and 1114(c) of the New York Insurance Law or except (1) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company Company, and (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation 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 pays any Loss directly to payees under such Policy.

Insolvency. 16.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company Company, or to its liquidator, receiver, conservator conservator, or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator conservator, or statutory successor of the Company shall give written notice to the Reinsurer Reinsurers of the pendency of a claim against the Company indicating the policy or bond reinsured Policy insured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days Reinsurers with a reasonable time after such claim claims is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer Reinsurers may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it they may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer Reinsurers shall be chargeable, subject to the approval of the Courtcourt, against the 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 Company solely as a result of the defense undertaken by the ReinsurerReinsurers. 16.03 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 Agreement as though the Company such expense had been incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payeesinsolvent Company.

Insolvency. 16.01 A. 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 covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company 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 Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 C. Where two (2) 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 Agreement reinsurance Contract as though such expense had been incurred by the Company had incurred such expenseCompany. 16.04 It is further understood and agreed thatD. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, (except (i) as provided by applicable lawSection 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (ii1) where the Agreement Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Financial Services of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy.

Insolvency. 16.01 16.1 In the event of the insolvency of the Company, Ceding Company or its successor in interest this reinsurance shall be payable directly to the Company Ceding Company, or directly to its liquidator, receiver, conservator or statutory successor successor, on the basis of the liability of the Ceding Company without diminution because of the insolvency of the Ceding Company or because the liquidator, receiver, conservator or statutory successor of the Ceding Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Ceding Company shall give written notice to the Reinsurer of the pendency of a the claim against the Ceding Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, interpose at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Ceding Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the 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 Ceding Company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement as though the Company had incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement 16.2 The Reinsurance shall be payable directly by the Reinsurer to the Ceding Company or to its liquidator, receiver receiver, conservator or statutory successor, except (i) as provided by applicable law, section 4118 (iia) of the New York Insurance Law or except (a) where the Agreement policy specifically provides provided another payee of such reinsurance in the event of the insolvency of the Ceding Company and (iiib) where the Reinsurer with the consent of the direct insured or 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 obligation obligations of the Ceding Company to such payees.

Insolvency. 16.01 For the purpose of this Agreement, THE COMPANY or THE REINSURER shall be deemed “insolvent” if one or more of the following occurs: a. A court-appointed receiver, trustee, custodian, conservator, liquidator, government official or similar officer takes possession of the property or assets of either THE COMPANY or THE REINSURER; or b. Either THE COMPANY or THE REINSURER is placed in receivership, rehabilitation, liquidation, conservation, bankruptcy or similar status pursuant to the laws of any state or of the United States; or c. Either THE COMPANY or THE REINSURER becomes subject to an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the domicile of THE COMPANY or THE REINSURER, as the case may be. In the event of the insolvency of the CompanyTHE COMPANY, all reinsurance ceded, renewed or otherwise becoming effective under this reinsurance Agreement shall be payable by THE REINSURER directly to the Company THE COMPANY or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of THE COMPANY under the Company contract or contracts reinsured without diminution because of the insolvency of the Company or because the liquidatorTHE COMPANY. It is understood, receiverhowever, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance that in the event of the insolvency of THE COMPANY, the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated liquidator or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator receiver or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating THE COMPANY on the policy or bond reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivershipinsolvency proceeding, and that during the pendency of such claim, the Reinsurer claim THE REINSURER may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to THE COMPANY or is liquidator or receiver or statutory successor. In the Company event THE REINSURER is deemed insolvent, THE REINSURER will be bound by any legal directions imposed by its liquidator, conservator, or statutory successor. However, and if not in conflict with such legal directions, THE COMPANY shall have the right to cancel this Agreement with respect to occurrences taking place on or after the date THE REINSURER first evidences insolvency. Such right to cancel shall be exercised by providing THE REINSURER (or its liquidator, receiverconservator, conservator receiver or statutory successor) with a written notice of THE COMPANY’s intent to recapture ceded business. The expense thus incurred by the Reinsurer If THE COMPANY exercises such right to cancel and recapture ceded business, such election shall be chargeablein lieu of any premature recapture fee. Upon such election, subject to the approval of the Court, against the 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 Company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 THE COMPANY shall be apportioned in accordance with the terms of this Agreement as though the Company had incurred such expense. 16.04 It is further understood and agreed thatunder no obligation to THE REINSURER, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor; however, except THE REINSURER, its liquidator, receiver or statutory successor shall be liable for all claims incurred prior to the date of recapture. THE REINSURER, its liquidator, receiver or statutory successor will also pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. If at any point in the future during the term of this Agreement, THE REINSURER is deemed insolvent as specified in clauses (i) as provided by applicable lawa), (iib), or (c) where the Agreement specifically provides another payee above, then THE COMPANY’s right of such reinsurance recapture will be triggered unless THE REINSURER elects to, and does, provide on a timely basis, additional security in the event form of (1) a letter of credit that meets the insolvency requirements set forth in the ‘Letter of Credit Provisions’ of Schedule A and/or (2) amounts to be held on deposit as set forth in the Company and (iii) where the Reinsurer with the consent ‘Funds Withheld Provisions’ of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.Schedule A.

Insolvency. 16.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its 21\F7V1140 Schedule B liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 B. Where two or more reinsurers Subscribing 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 Agreement Contract as though such expense had been incurred by the Company had incurred such expenseCompany. 16.04 C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 16.01 A. 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 covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by Applicable Law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company 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 Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured Policy reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 Where two C. As to all reinsurance made, ceded, renewed or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of otherwise becoming effective under this Agreement as though the Company had incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of the CompanyAgreement, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, (except (i) as provided by applicable lawSection 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (ii1) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Financial Services of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy. D. To the extent allowed by Applicable Law, where Policies of the Subject Business: (1) permitted original insurers or policyholders to xxx the Company directly; and (2) required the Company to assign the same right to any reinsurer or retrocessionaires upon any assignment by the Company: The Reinsurer assumes the same rights and obligations of the Company, but no greater obligations than those set forth in the Policies of the Subject Business. For the avoidance of doubt, with respect the Loss Portfolio Transfer Reinsurance Agreement dated October 31, 2014 by and between Transamerica Casualty Insurance Company and White Shoals Reinsurance, Ltd. (now SiriusPoint Bermuda) (the “Transamerica LPT Agreement”), the Reinsurer and Company hereby agree that in the event of commencement of any insolvency, conservation, rehabilitation or liquidation proceeding against SiriusPoint Bermuda, whether voluntary or involuntary, the Reinsurer shall pay directly to Transamerica Casualty Insurance Company amounts due and payable under the Transamerica LPT Agreement. E. Subject only to the exception expressly specified in paragraph D.: (1) Third parties and any third-party beneficiaries, actual or alleged, who are not in privity with the Reinsurer have no right nor standing to xxx the Reinsurer; and (2) No part of this Agreement conveys any right for original insured or policyholder to the Policies of the Subject Business to xxx the Reinsurer directly.

Insolvency. 16.01 A. 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 covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company 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 Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 C. 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 Agreement reinsurance Contract as though such expense had been incurred by the Company had incurred such expenseCompany. 16.04 It is further understood and agreed thatD. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, (except (i) as provided by applicable lawSection 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (ii1) where the Agreement Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Insurance of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy. E. Notwithstanding the above, in the event of insolvency of those reinsured companies domiciled in the State of Illinois, the Reinsurer under this Contract shall have rights, as more fully set forth in Section 173.2, 173.3, and 173.4 of Illinois Insurance Code, as amended.

Insolvency. 16.01 In If the event of insolvency of Insurer becomes insolvent, the Company, this reinsurance shall be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Reinsurer on the basis of the liability of the Company Insurer under the policy or policies reinsured, without diminution because of the insolvency of the Company or because the liquidatorinsolvency, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company Insurer or to its conservator, liquidator, receiver, or statutory successor, except where this as provided by Section 315 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. Under no circumstances shall Insurer, and (b) Where the Reinsurer’s liability hereunder be accelerated or enlarged by , with the insolvency consent of the Company. 16.02 It is agreeddirect insured or insureds, however, that the liquidator, receiver, conservator or statutory successor has assumed such policy obligations of the Company Insurer as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Insurer to such payees. The Reinsurer shall give be given written notice to the Reinsurer of the pendency of a each claim against the Company indicating insolvent Insurer which may involve the policy or bond reinsured which claim would involve reinsurance afforded by this Agreement within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in insolvency proceedings. The Reinsurer shall have the receivership, and that during the pendency of such claim, the Reinsurer may right to investigate such claims claim and interpose, interpose at its own expense, expense in the proceeding where such claim is to be adjudicated, any defense or defenses that which it may deem available to the Company Insurer or its liquidator, receiver, conservator receiver or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the Company insolvent Insurer 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 Company Insurer solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement as though the Company had incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 16.01 A. In the event of the insolvency of one or more of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written writhen notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, 07\I6L1001 conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement Contract as though such expense had been incurred by the Company had incurred such expensecompany. 16.04 C. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees. D. Notwithstanding the above, in the event of insolvency of the company, the Reinsurer under this Contract shall have rights, as more fully set forth in Section 173.2, 173.3, and 173.4 of Illinois Insurance Code, as amended.

Insolvency. 16.01 In the event of the insolvency of the CompanyCEDING COMPANY, this all reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator receiver or statutory successor on the basis of the liability of the Company CEDING COMPANY without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsCEDING COMPANY. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in In the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreedCEDING COMPANY, however, that the liquidator, receiver, conservator receiver or statutory successor of the Company shall give the REINSURER written notice to the Reinsurer of the pendency of a claim against the Company indicating on the policy or bond reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable tire after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during insolvency proceeding. During the pendency of any such claim, the Reinsurer may REINSURER my investigate such claims claim and interposeinterpose in the name of the CEDING COMPANY (its liquidator, receiver or statutory successor) but at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it which REINSURER may deem available to the Company or its liquidator, receiver, conservator or statutory successorCEDING COMPANY. The expense thus incurred by the Reinsurer REINSURER shall be chargeable, subject to the approval of the Courtcourt approval, against the Company 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 Company CEDING COMPANY solely as a result of the defense undertaken by the Reinsurer. 16.03 REINSURER. Where two or more reinsurers are involved participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense shall be apportioned in accordance with the terms term of this the reinsurance Agreement as though the Company had if such expense has been incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payeesCEDING COMPANY.

Insolvency. 16.01 A. In the event of the insolvency of the CompanyReinsurer, this all reinsurance shall be payable on the basis of the policies reinsured directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company successor, without diminution because of the insolvency of the Company Reinsurer or because the such liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in claim. B. In the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give the Retrocessionaire written notice to the Reinsurer of the pendency of a claim against the Company indicating the on a policy or bond reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during insolvency proceeding. During the pendency of such a claim, the Reinsurer Retrocessionaire may investigate such claims claim and interposeinterpose in the name of the Reinsurer, its liqudator, receiver, conservator or statutory successor, but at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it which the Retrocessionaire may deem available to the Company Reinsurer or its liquidator, receiver, conservator or statutory successor. . C. The expense thus incurred by the Reinsurer Retrocessionaire shall be chargeable, subject to the approval of the Courtcourt approval, against the Company Reinsurer as part of the expense expenses of conservation conservation, liquidation or liquidation insolvency to the extent of a pro rata proportionate share of the benefit which may accrue to the Company Reinsurer solely as a result of the defense undertaken by the Reinsurer. 16.03 Retrocessionaire. Where two or more reinsurers retrocessionaires are involved in the same claim and a majority in interest elect to interpose a defense or defenses to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though the Company such expense had been incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payeesReinsurer.

Insolvency. 16.01 A. 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 covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company 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 Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer.. Effective: October 1, 2010 U4VT0004 21 of 36 DOC: December 23, 2010 16.03 C. 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 Agreement reinsurance Contract as though such expense had been incurred by the Company had incurred such expenseCompany. 16.04 It is further understood and agreed thatD. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, (except (i) as provided by applicable lawSection 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (ii1) where the Agreement Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Insurance of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy. E. Notwithstanding the above, in the event of insolvency of those reinsured companies domiciled in the State of Illinois, the Reinsurer under this Contract shall have rights, as more fully set forth in Section 173.2, 173.3, and 173.4 of Illinois Insurance Code, as amended.

Insolvency. 16.01 For the purpose of this Agreement, THE COMPANY or THE REINSURER shall be deemed “insolvent” if one or more of the following occurs: a. A court-appointed receiver, trustee, custodian, conservator, liquidator, government official or similar officer takes possession of the property or assets of either THE COMPANY or THE REINSURER; or b. Either THE COMPANY or THE REINSURER is placed in receivership, rehabilitation, liquidation, conservation, bankruptcy or similar status pursuant to the laws of any state or of the United States; or c. Either THE COMPANY or THE REINSURER becomes subject to an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the domicile of THE COMPANY or THE REINSURER, as the case may be. In the event of the insolvency of the CompanyTHE COMPANY, all reinsurance ceded, renewed or otherwise becoming effective under this reinsurance Agreement shall be payable by THE REINSURER directly to the Company THE COMPANY or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of THE COMPANY under the Company contract or contracts reinsured without diminution because of the insolvency of the Company or because the liquidatorTHE COMPANY. It is understood, receiverhowever, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance that in the event of the insolvency of THE COMPANY, the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated liquidator or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator receiver or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating THE COMPANY on the policy or bond reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivershipinsolvency proceeding, and that during the pendency of such claim, the Reinsurer claim THE REINSURER may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Company THE COMPANY or its liquidator, receiver, conservator is liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement as though the Company had incurred such expense. 16.04 It is further understood and agreed that, in In the event of the insolvency of THE REINSURER, THE REINSURER will be bound by any legal directions imposed by its liquidator, conservator, or statutory successor. However, and if not in conflict with such legal directions, THE COMPANY shall have the Company, the reinsurance under 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 payable directly exercised by providing THE REINSURER (or its liquidator, conservator, receiver or statutory successor) with a written notice of THE COMPANY’s intent to recapture ceded business. If THE COMPANY exercises such right to cancel and recapture ceded business, such election shall be made without any premature recapture fee. Upon such election, THE COMPANY would still be liable for any unpaid premium and responsible to report the Reinsurer pendency of any claim with an effective date prior to the Company or to date of recapture. THE REINSURER, its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer successor shall be liable for all claims incurred prior to the payees under such policies and in substitution for date of recapture. THE REINSURER, its liquidator, receiver or statutory successor will also pay THE COMPANY the obligation unearned reinsurance premium within 30 days following the date of the Company to such payeesrecapture.

Insolvency. 16.01 In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement as though the Company had incurred such expense. 16.04 . It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (iia) where the this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iiib) where the Reinsurer with the consent of and in accordance with all of the requirements of the Insurance Department of the Company's state of domicile and the direct insured or insureds insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees. The Reinsurer shall be liable only for the amounts reinsured and shall not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement.

Insolvency. 16.01 A. 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 covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, Effective: June 30, 2014 DOC: July 31, 2014 U4VT0008 22 of 39 Final either: (1) on the basis of the liability of the Company 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 Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 C. 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 Agreement reinsurance Contract as though such expense had been incurred by the Company had incurred such expenseCompany. 16.04 It is further understood and agreed thatD. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, (except (i) as provided by applicable lawSection 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (ii1) where the Agreement Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Financial Services of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy. E. Notwithstanding the above, in the event of insolvency of those reinsured companies domiciled in the State of Illinois, the Reinsurer under this Contract shall have rights, as more fully set forth in Section 173.2, 173.3, and 173.4 of Illinois Insurance Code, as amended. Effective: June 30, 2014 DOC: July 31, 2014 U4VT0008 23 of 39 Final

Insolvency. 16.01 In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency 36774-003 (Formerly PX60938) Xxxxxx Eff: 03/01/03 of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer Reinsurer, within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivershipreceivership and that, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit benefit, which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 . 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 Agreement Contract as though such expense had been incurred by the Company had incurred such expense. 16.04 It is further understood and agreed that, in insolvent Company. In the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (iia) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iiib) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees. Should the Company go into liquidation or should a receiver be appointed, all amounts due either Company or Reinsurer under this or any other agreement, whether by reason of premium, losses or otherwise under this Contract, shall be subject to the right of offset at any time and from time to time and, upon the exercise of the same, only the net balance shall be due. In the event of the insolvency of any company or companies included in the designation of "Company," this clause will apply only to the insolvent company or companies.

Insolvency. 16.01 A. In the event of the insolvency of one or both of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company:indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement Contract as though such expense had been incurred by the Company had incurred such expensecompany. 16.04 C. It is further understood and agreed that, in the event of the insolvency of one or both of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees.

Insolvency. 16.01 A. In the event of the insolvency of one or more of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement Contract as though such expense had been incurred by the Company had incurred such expensecompany. 16.04 C. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) 4118(a) of the New York Insurance Law or except (iia) 1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iiib) 2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees.

Insolvency. 16.01 A. 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 covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company 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 Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 C. 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 Agreement reinsurance Contract as though such expense had been incurred by the Company had incurred such expenseCompany. 16.04 It is further understood and agreed thatD. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, except or except (i) as provided by applicable law, (ii1) where the Agreement Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 16.01 In the event of insolvency of the Company, A. The reinsurance under this reinsurance Agreement shall be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Reinsurer on the basis of the liability of the Company under any policy or policies reinsured hereunder without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in Company. B. In the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator receiver or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating on the policy or bond policies reinsured which claim would involve hereunder within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during insolvency proceedings. During the pendency of such claim, claim the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that which it may deem available to the Company or its liquidator, receiver, conservator receiver or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the Company 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 Company solely as a result of the defense undertaken by the Reinsurer. 16.03 C. Where two or more reinsurers Reinsurers are involved in the same claim and a majority in interest elect elects to interpose a defense to such claim, the expense so incurred shall be apportioned in accordance with the terms of this Agreement agreement as though such expense had been incurred by the Company had incurred such expenseCompany. 16.04 It is further understood and agreed that, in D. In the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer directly to the Company or to its liquidator, receiver receiver, or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 16.01 A. In the event of the insolvency of one or more of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement Contract as though such expense had been incurred by the Company had incurred such expensecompany. 16.04 C. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees. A. As a condition precedent to any right of action hereunder, in the event of any dispute or difference of opinion hereafter arising with respect to this Contract, it is hereby mutually agreed that such dispute or difference of opinion shall be submitted to arbitration. One Arbiter shall be chosen by the Company, the other by the Reinsurer, and an Umpire shall be chosen by the two Arbiters before they enter upon arbitration, all of whom shall be active or retired disinterested executive officers of insurance or reinsurance companies or Lloyd’s London Underwriters. In the event that either party should fail to choose an Arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two Arbiters who shall in turn choose an Umpire before entering upon arbitration. If the two Arbiters fail to agree upon the selection of an Umpire within 30 days following their appointment, the Umpire shall be appointed in accordance with the procedures of the American Arbitration Association. B. Each party shall present its case to the Arbiters within 30 days following the date of appointment of the Umpire. The Arbiters shall consider this Contract as an honorable engagement rather than merely as a legal obligation and they are relieved of all judicial formalities and may abstain from following the strict rules of law. The decision of the Arbiters shall be final and binding on both parties; but failing to agree, they shall call in the Umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the Arbiters may be entered in any court of competent jurisdiction. C. If more than one reinsurer is involved in the same dispute, all such reinsurers shall constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own Arbiter, and shall jointly and equally bear with the other the expense of the Umpire and of the arbitration. In the event that the two Arbiters are chosen by one party, as above provided, the expense of the Arbiters, the Umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the state in which the Company has its principal office. Article XXVIII - Service of Suit (BRMA 49C) (Applicable if the Reinsurer is not domiciled in the United States of America, and/or is not authorized in any State, Territory or District of the United States where authorization is required by insurance regulatory authorities) A. It is agreed that in the event the Reinsurer fails to pay any amount claimed to be due hereunder, the Reinsurer, at the request of the Company, will submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this Article constitutes or should be understood to constitute a waiver of the Reinsurer’s rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States. B. Further, pursuant to any statute of any state, territory or district of the United States which makes provision therefor, the Reinsurer hereby designates the party named in its Interests and Liabilities Agreement, or if no party is named therein, the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his successor or successors in office, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Company or any beneficiary hereunder arising out of this Contract.

Insolvency. 16.01 In 1. The reinsurance amount due, when such amount is ascertained, shall be payable upon demand by the event Company at the same time as the Company shall pay its net retained portion of insolvency of such an obligation, with reasonable provision for verification before payment, and the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor by North American Re on the basis of the liability of the Company under the contracts without diminution because of the insolvency of the Company. In the event of insolvency and the appointment of a conservator, liquidator or statutory successor of the Company, such portion shall be payable to such conservator, liquidator or statutory successor immediately upon demand, with reasonable provisions for verification, on the basis of claims allowed against the Company by any court of competent jurisdiction or because the liquidatorby any conservator, receiver, conservator liquidator or statutory successor of the Company having authority to allow such claims, without diminution because of such insolvency or because such conservator, liquidator or statutory successor has failed to pay all or a portion of any claims. 2. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its The Company's conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give North American Re written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve contract, within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such a claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer filed. North American Re may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it which North American Re may deem available to the Company Company, or its liquidatorconservator, receiver, conservator liquidator or statutory successor. 3. The Any expense thus incurred by the Reinsurer North American Re pursuant to paragraph 2, above, shall be chargeable, payable subject to the court approval out of the Court, against estate of the Company as part of the expense of conservation or liquidation to the extent of a pro rata share North American Re's portion of the benefit which may accrue to the Company in conservation or liquidation, solely as a result of the defense undertaken by the Reinsurer. 16.03 North American Re. Where two or more reinsurers are involved participating 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 Agreement as though the Company such expense had been incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of by the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 16.01 A. In the event of the insolvency of one or more of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy Policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement Contract as though such expense had been incurred by the Company had incurred such expensecompany. 16.04 C. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company company to such payees. D. In the event of the insolvency of any company or companies listed in the designation of “Company” under this Contract, this Article shall apply only to the insolvent company or companies.

Insolvency. 16.01 In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, agreed however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer Reinsurers of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its their own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it they may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus expenses this incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the 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 Company solely as a result of the defense undertaken by the Reinsurer. 16.03 Where two . As to all reinsurance made, ceded, renewed or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of otherwise becoming effective under this Agreement as though the Company had incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of the CompanyAgreement, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, except (i) as provided by applicable law, Sections 4118(a)(1)(A) and 1114(c) of the New York Insurance Law or except (ii1) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company Company, and (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy obligations of the Company as direct obligations of the Reinsurer 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 policies and in substitution for the obligation of the Company to such payeespolicy.

Insolvency. 16.01 In the event of insolvency of the Company, The reinsurance under this reinsurance Contract shall be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Reinsurer on the basis of the liability of one or more of the Company Companies under the Policy or Policies reinsured without diminution because of the insolvency of one or more of the Company Companies reinsured or because the liquidator, receiver, conservator or statutory successor of the Company Company(ies) has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in In the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated one or enlarged by the insolvency more of the Company. 16.02 It is agreedCompanies reinsured, however, that the liquidator, receiver, conservator or statutory successor of the Company Company(ies) shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability insolvent Company(ies) on the part of the Reinsurer Policy or Policies reinsured within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated insolvency proceeding or in the receivership, and that during the pendency of such claim, claim the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Company (ies) or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the Company insolvent Company(ies) 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 Company Company(ies) solely as a result of the defense undertaken by the Reinsurer. 16.03 . Where two or more reinsurers 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 Agreement Contract as though such expense had been incurred by the Company had incurred such expense. 16.04 It is further understood and agreed that, in Company(ies). In the event of the insolvency of one or more of the CompanyCompanies reinsured, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer directly to the Company Company(ies) or to its the liquidator, receiver receiver, conservator or statutory successor, except (i) as provided by applicable law, Subsection (iiA) of Section 4118 of the Insurance Law of New York or except where (I) the Agreement specifically provides Contract specifies another payee of such reinsurance in the event of the insolvency of the Company Company(ies) and (iiiII) where the Reinsurer with the consent of the direct insured or insureds and, with the prior approval of the Superintendent of Insurance of New York to the certificate of assumption issued to New York direct insureds, has assumed such policy Policy obligations of the Company Company(ies) as its direct obligations of the Reinsurer to the payees under such policies and Policies, in substitution for the obligation obligations of the Company Company(ies) to such payees.

Insolvency. 16.01 15.1 In the event of the insolvency of the Company, the reinsurance provided by this reinsurance Agreement shall be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Retrocessionaire on the basis of the liability of the Company with respect to the assumed liabilities without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, agreed that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer Retrocessionaire within a reasonable time of the pendency of a claim against the Company indicating with respect to the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during assumed liabilities. During the pendency of such claim, the Reinsurer Retrocessionaire may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer Retrocessionaire shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer.Retrocessionaire. 7 26 16.03 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 Agreement as though the Company had incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of the Company, the 15.2 The reinsurance under provided by this Agreement shall be payable directly by the Reinsurer Retrocessionaire to the Company Company, or to its liquidator, receiver receiver, conservator or statutory successor, except (i) as provided by in any applicable law, statute or except (iia) where the this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iiib) where the Reinsurer Retrocessionaire, with the consent of the direct insured or insureds Original Insurer, has assumed such policy the obligations of the Company under contracts of reinsurance as its direct obligations of the Reinsurer to the payees under with the consent of such policies payees and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 16.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement Contract as though such expense had been incurred by the Company had incurred such expenseCompany. 16.04 C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (iia) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iiib) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 16.01 For the purpose of this Agreement, THE COMPANY or THE REINSURER shall be deemed "insolvent" if it does one or more of the following occurs: a. A court-appointed receiver, trustee, custodian, conservator, liquidator, government official or similar officer takes possession of the property or assets of either THE COMPANY or THE REINSURER; or b. Either THE COMPANY or THE REINSURER is placed in receivership, rehabilitation, liquidation, conservation, bankruptcy or similar status pursuant to the laws of any state or of the United States; or c. Either THE COMPANY or THE REINSURER becomes subject to an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the domicile of THE COMPANY or THE REINSURER, as the case may be. In the event of the insolvency of the CompanyTHE COMPANY, all claims payable under this reinsurance Agreement shall be payable by THE REINSURER directly to the Company THE COMPANY or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of THE COMPANY under the Company contract or contracts reinsured without diminution because of the insolvency of the Company or because the liquidatorTHE COMPANY. It is understood, receiverhowever, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance that in the event of the insolvency of THE COMPANY, the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated liquidator or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator receiver or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating THE COMPANY on the policy or bond reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivershipinsolvency proceeding, and that during the pendency of such claim, the Reinsurer claim THE REINSURER may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Company THE COMPANY or its liquidator, receiver, conservator is liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer THE REINSURER shall be chargeable, subject to the approval of the Courtcourt approval, against the 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 Company solely as a result of the defense undertaken by the Reinsurer. 16.03 Where two or more reinsurers are involved THE COMPANY in the same proportion as would have been in effect had the claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned been adjudicated in accordance with the terms provisions set forth in the "Claim Expense" provision of the treaty. In the event THE REINSURER is deemed insolvent, THE REINSURER will be bound by any legal directions imposed by its liquidator, conservator, or statutory successor. However, and if not in conflict with such legal directions, THE COMPANY shall have the right to cancel this Agreement as though with respect to occurrences taking place on or after the Company had incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement date THE REINSURER first evidences insolvency. Such right to cancel shall be payable directly exercised by providing THE REINSURER (or its liquidator, conservator, receiver or statutory successor) with a written notice of THE COMPANY's intent to recapture ceded business. If THE COMPANY exercises such right to cancel and recapture ceded business, such election shall be in lieu of any premature recapture fee. Upon such election, THE COMPANY would still be liable for any unpaid premium and responsible to report the Reinsurer pendency of any claim with an effective date prior to the Company or to date of recapture. THE REINSURER, its liquidator, receiver or statutory successorsuccessor shall be liable for all claims incurred prior to the date of recapture. THE REINSURER, except (i) as provided by applicable lawits liquidator, (ii) where receiver or statutory successor will also pay THE COMPANY the Agreement specifically provides another payee unearned reinsurance premium within 30 days following the date of such reinsurance recapture. If at any point in the event future during the term of this Agreement, THE REINSURER is deemed insolvent, THE COMPANY's right of recapture in Section 21 of this Agreement will be triggered unless THE REINSURER elects to, and does, provide, on a timely basis, security in the insolvency form of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and Assets in substitution Trust for the obligation benefit of THE COMPANY. If THE REINSURER elects to furnish security in the Company form of Assets in Trust to such payeesavoid THE COMPANY's right of recapture under Section 21 of this Agreement, the trust must meet the requirements set forth in Sections 16 of Schedule A attached hereto.

Insolvency. 16.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured Effective: 1/1/06 Page 13 of 27 Pages P06-0108 DLR: 5/22/2006 2:24 PM RP P06-0108 reinsured, which claim would involve a possible liability on the part of the Reinsurer Reinsurer, within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivershipreceivership and that, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit benefit, which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement Contract as though such expense had been incurred by the Company had incurred such expenseinsolvent Company. 16.04 It is further understood and agreed that, in C. In the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (iia) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iiib) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees. D. Should the Company go into liquidation or should a receiver be appointed, all amounts due either Company or Reinsurer under this or any other agreement, whether by reason of premium, losses or otherwise under this Contract, shall be subject to the right of offset at any time and from time to time and, upon the exercise of the same, only the net balance shall be due. E. In the event of the insolvency of any company or companies included in the designation of "Company," this clause will apply only to the insolvent company or companies.

Insolvency. 16.01 In the event of insolvency of the Company, The reinsurance under this reinsurance Contract shall be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Reinsurer on the basis of the liability of one or more of the Company Companies under the Policy or Policies reinsured without diminution because of the insolvency of one or more of the Company Companies reinsured or because the liquidator, receiver, conservator or statutory successor of the Company Company(ies) has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in In the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated one or enlarged by the insolvency more of the Company. 16.02 It is agreedCompanies reinsured, however, that the liquidator, receiver, conservator or statutory successor of the Company Company(ies) shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability insolvent Company(ies) on the part of the Reinsurer Policy or Policies reinsured within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated insolvency proceeding or in the receivership, and that during the pendency of such claim, claim the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Company Company(ies) or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, chargeable subject to the court approval of the Court, against the Company insolvent Company(ies) 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 Company Company(ies) solely as a result of the defense undertaken by the Reinsurer. 16.03 . Where two or more reinsurers 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 Agreement Contract as though such expense had been incurred by the Company had incurred Company(ies). In the event of the insolvency of one or more of the Companies reinsured, the reinsurance under this Contract shall be payable by the Reinsurer directly to the Company(ies) or to the liquidator, receiver, conservator or statutory successor, except as provided by subsection (A) of section 4118 of the Insurance Law of New York or except where (I) the Contract specifies another payee of such expense. 16.04 It is further understood and agreed that, Reinsurance in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (iCompany(ies) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iiiII) where the Reinsurer with the consent of the direct insured or insureds and, with the prior approval of the Superintendent of Insurance of New York to the certificate of assumption issued to New York direct insureds, has assumed such policy Policy obligations of the Company Company(ies) as its direct obligations of the Reinsurer to the payees under such policies and Policies, in substitution for the obligation obligations of the Company Company(ies) to such payees.

Insolvency. 16.01 1. In the event of insolvency (i) the insolvency, (ii) a finding by the commissioner that conditions set forth in subdivision (d) or (i) of California Insurance Code Section 1011, (iii) a Regulatory Action Level Event as defined in California Insurance Code Section 739.4, or (iv) any other event which permits the appointment of a liquidator, receiver, conservator or statutory successor has occurred with respect to the Applicable Company, and the appointment of a liquidator, receiver, conservator or statutory successor of any Applicable Company, this reinsurance shall be payable directly to the Company such Applicable Company, or to its liquidator, receiver, conservator or statutory successor successor, on the basis of claims allowed against the liability insolvent Applicable Company by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Applicable Company having authority to allow those claims, without diminution because of the insolvency or events describe in subsections (ii) through (iv), above, of the Applicable Company or because the liquidator, receiver, conservator or statutory successor of the Applicable Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section reinsurer shall be made directly to the Company ceding insurer or to its conservator, liquidator, receiver, conservator or statutory successor, except where this Agreement the contract of insurance or reinsurance specifically provides another payee of such reinsurance in the event of the insolvency or events describe in subsections (ii) through (iv), above, of the Applicable Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Applicable Company shall will give written notice to the Reinsurer of the pendency of a claim Claim against the Applicable Company indicating the policy or bond reinsured Eligible Policy reinsured, which claim Claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim Claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claimClaim, the Reinsurer may investigate such claims Claim and interpose, at its own expense, in the proceeding where such claim Claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Applicable Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, payable subject to the court approval out of the Court, against estate of the insolvent Applicable 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 Company ceding insurer in conservation or liquidation, solely as a result of the defense undertaken by the Reinsurer. 16.03 2. Where two or more reinsurers are involved in the same claim Claim and a majority in interest elect to interpose defense to such claimClaim, the expense shall will be apportioned in accordance with the terms of this Agreement Contract as though the Company such expense had been incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payeesApplicable Company.

Insolvency. 16.01 In the event of insolvency of the Company, this This reinsurance shall be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Reinsurer on the basis of the liability of the Company reinsured Company(ies) under Bonds reinsured hereunder without diminution diminution, because of the insolvency of the Company one or because the liquidator, receiver, conservator or statutory successor more than one of the Company has failed to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made directly Companies, to the Company Company(ies) or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in . In the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated one or enlarged by the insolvency more than one of the Company. 16.02 It is agreedCompanies, however, that the liquidator, receiver, conservator liquidator or receiver or statutory successor of the Company Company(ies) shall give written notice to the Reinsurer of the pendency of a claim filed against the Company indicating the policy or bond reinsured which claim would involve a possible liability Company(ies) on the part of the Reinsurer Bond or Bonds reinsured within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during insolvency proceeding. During the pendency of such claim, claim the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that which it may deem available to the Company Company(ies) or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The expense expenses thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the Company 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 Company Company(ies) solely as a result of the defense so undertaken by the Reinsurer. 16.03 Where two . Should one or more reinsurers are involved in than one of the same claim and Companies go into liquidation or should a majority in interest elect to interpose defense to such claimreceiver be appointed, the expense Reinsurer shall be apportioned in accordance with entitled to deduct from any sums which may be or may become due to the terms Company(ies) any sums which are due to the Reinsurer by the Company(ies) and which are payable at a fixed or stated date under this Contract, the Surety Excess of this Agreement as though Loss Reinsurance Contract, the Company had incurred such expense. 16.04 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 CompanyCompanies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company Company(ies) or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (iia) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iiiCompany(ies) or b) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Bond obligations of the Company Company(ies) as direct obligations of the Reinsurer to the payees under such policies Bonds and in substitution for the obligation obligations of the Company 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. 16.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement as though such expense had been incurred by the Company had incurred such expensecompany. 16.04 C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 16.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, 21\F7V1141 Page 16 conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 B. Where two or more reinsurers Subscribing 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 Agreement Contract as though such expense had been incurred by the Company had incurred such expenseCompany. 16.04 C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 16.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any 18 defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement Contract as though such expense had been incurred by the Company had incurred such expenseCompany. 16.04 C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (iia) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iiib) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees. D. Any hold harmless and indemnity agreement affecting payment under this Contract shall be considered an endorsement to and therefore part of this Contract, irrespective of any language to the contrary. Any indemnitee shall be considered a 'payee' within this Article. In no event shall any reinsurer have double indemnity for any loss or expense under this Contract, it being the intent that any payments by the reinsurer to any payee as provided herein shall not be subject to and also collectible in any liquidation or similar proceeding.

Insolvency. 16.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer.------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Page 13 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- 16.03 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 Agreement as though the Company had incurred such expense. 16.04 C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees. ARTICLE XX - ARBITRATION (BRMA 6M) A. As a condition precedent to any right of action hereunder, any dispute arising out of the interpretation, performance or breach of this Contract, including the formation or validity thereof, shall be submitted for decision to a panel of three arbitrators. Notice requesting arbitration will be in writing and sent certified or registered mail, return receipt requested. B. One arbitrator shall be chosen by each party and the two arbitrators shall, before instituting the hearing, choose an impartial third arbitrator who shall preside at the hearing. If either party fails to appoint its arbitrator within 30 days after being requested to do so by the other party, the latter, after 30 days notice by certified or registered mail of its intention to do so, may appoint the second arbitrator. C. If the two arbitrators are unable to agree upon the third arbitrator within 30 days of their appointment, the third arbitrator shall be selected from a list of six individuals (three named by each arbitrator) by a judge of the federal district court having jurisdiction over the geographical area in which the arbitration is to take place, or if the federal court declines to act, the state court having general jurisdiction in such area. D. All arbitrators shall be disinterested active or former executive officers of insurance or reinsurance companies or Underwriters at Lloyd's, London. ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Page 14 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- E. Within 30 days after notice of appointment of all arbitrators, the panel shall meet and determine timely periods for briefs, discovery procedures and schedules for hearings. F. The panel shall be relieved of all judicial formality and shall not be bound by the strict rules of procedure and evidence. Unless the panel agrees otherwise, arbitration shall take place in Minneapolis, Minnesota, but the venue may be changed when deemed by the panel to be in the best interest of the arbitration proceeding. Insofar as the arbitration panel looks to substantive law, it shall consider the law of the State of Minnesota. The decision of any two arbitrators when rendered in writing shall be final and binding. The panel is empowered to grant interim relief as it may deem appropriate. G. The panel shall make its decision considering the custom and practice of the applicable insurance and reinsurance business as promptly as possible following the termination of the hearings. Judgment upon the award may be entered in any court having jurisdiction thereof. H. Each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other party the cost of the third arbitrator. The remaining costs of the arbitration shall be allocated by the panel. The panel may, at its discretion, award such further costs and expenses as it considers appropriate, including but not limited to attorneys fees, to the extent permitted by law.

Insolvency. 16.01 In the event of insolvency 12.1 Any shareholder shall be deemed to have served a Transfer Notice under Article 18.2 of the Company, this reinsurance shall be payable directly Articles of Association immediately before any of the following events taking place in relation to the Company or to its that shareholder: (a) if it has a liquidator, receiver, conservator administrator or statutory successor administrative receiver appointed in respect of the whole or any part of its undertaking or assets; (b) if it enters into any arrangement or composition with its creditors or calls a meeting of its creditors in connection with any such proposed arrangement or composition (except for the purposes of a bona fide reconstruction or amalgamation); (c) if an order is made or a resolution is passed for its winding up, whether voluntarily or compulsorily (except for the purposes of a bona fide reconstruction or amalgamation); or (d) if it ceases or threatens to cease to carry on the whole or substantially the whole of its business. 12.2 The deemed Transfer Notice shall have the same effect as a Transfer Notice, save that: (i) the deemed Transfer Notice shall take effect on the basis that it does not identify a proposed purchaser or state a price for the shares and that the Prescribed Price (as defined in Article 18 of the liability Articles of Association) shall be determined by the Auditors; (ii) the Proposing Transferor (as defined in Article 18 of the Company without diminution because Articles of Association) shall not have a right of withdrawal following a valuation; (iii) if the insolvency of ongoing shareholder does not accept the offer in the deemed Transfer Notice, the Proposing Transferor shall not have the right to sell the shares to a third party and the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made directly wound up forthwith upon the ongoing shareholder giving notice in writing to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days after such claim from the delivery of the deemed Transfer Notice or written notice of the Prescribed Price, which ever is filed in the insolvencylater. 12.3 If either KSB or BBT is deemed to have served a Transfer Notice pursuant to Clause 12.1, conservation or liquidated proceeding or in the receivership, both KSB and that during the pendency of such claim, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is BBT shall be deemed to be adjudicated, any defense or defenses that it may deem available have consented to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval subsequent transfer of the Court, against relevant shares for the Company as part purposes of Article 17.5 of the expense Articles of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the ReinsurerAssociation. 16.03 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 Agreement as though the Company had incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 16.01 A. In the event of the insolvency of one or both of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement Contract as though such expense had been incurred by the Company had incurred such expensecompany. 16.04 C. It is further understood and agreed that, in the event of the insolvency of one or both of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver receiver, conservator or statutory successor, except (i) as provided by applicable law, (iiSection 4118(a) where of the Agreement 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 and (iii) where company; or 2. Where the Reinsurer with the consent of the direct insured or insureds has assumed such policy bond obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies bonds and in substitution for the obligations of the company to such payees. Prior to implementation of a novation mentioned in this subparagraph, the certificate of assumption on New York risks shall be approved by the Superintendent of the State of New York. A. As a condition precedent to any right of action hereunder, in the event of any dispute or difference of opinion hereafter arising with respect to this Contract, it is hereby mutually agreed that such dispute or difference of opinion shall be submitted to arbitration. One Arbiter shall be chosen by the Company, the other by the Reinsurer, and an Umpire shall be chosen by the two Arbiters before they enter upon arbitration, all of whom shall be active or retired disinterested executive officers of insurance or reinsurance companies. In the event that either party should fail to choose an Arbiter within thirty (30) days following a written request by the other party to do so, the requesting party may choose two Arbiters who shall in turn choose an Umpire before entering upon arbitration. If the two Arbiters fail to agree upon the selection of an Umpire within thirty (30) days following their appointment, each Arbiter shall nominate three candidates within ten (10) days thereafter, two of whom the other shall decline, and the decision shall be made by drawing lots. B. Each party shall present its case to the Arbiters within thirty (30) days following the date of appointment of the Umpire. The Arbiters shall consider this Contract as an honorable engagement rather than merely as a legal obligation and they are relieved of all judicial formalities and may abstain from following the strict rules of law. The decision of the Arbiters shall be final and binding on both parties; but failing to agree, they shall call in the Umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the Arbiters may be entered in any court of competent jurisdiction. C. If more than one reinsurer is involved in the same dispute, all such reinsurers shall constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own Arbiter, and shall jointly and equally bear with the other the expense of the Umpire and of the arbitration. In the event that the two Arbiters are chosen by one party, as above provided, the expense of the Arbiters, the Umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place in Woodland Hills, California, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the State of California. Article XXIII - Service of Suit (BRMA 49C) (Applicable if the Reinsurer is not domiciled in the United States of America, and/or is not authorized in any State, Territory or District of the United States where authorization is required by insurance regulatory authorities) A. It is agreed that in the event the Reinsurer fails to pay any amount claimed to be due hereunder, the Reinsurer, at the request of the Company, will submit to the jurisdiction of any court of competent jurisdiction within the United States. Nothing in this Article constitutes or should be understood to constitute a waiver of the Reinsurer's rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States. B. Further, pursuant to any statute of any state, territory or district of the United States which makes provision therefor, the Reinsurer hereby designates the party named in its Interests and Liabilities Agreement, or if no party is named therein, the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his successor or successors in office, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Company to such payeesor any beneficiary hereunder arising out of this Contract.

Insolvency. 16.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement as though such expense had been incurred by the Company had incurred such expenseCompany. 16.04 C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, or except (i) as provided by applicable law, (ii1) where the this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed in writing such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 16.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its their own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or of defenses that it they may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 B. Where two or more reinsurers 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 Agreement the reinsurance Contract as though such expense had been incurred by the Company had incurred such expenseCompany. 16.04 It is further understood and agreed thatC. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, (except (i) as provided by applicable law, Sections 4118(a)(1)(A) and 1114(c) of the New York Insurance Law) or except (ii1) where the Agreement Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds has insureds, have assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation 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 pays any loss directly to payees under such policy.

Insolvency. 16.01 A. In the event of the insolvency of one or more of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement Contract as though such expense had been incurred by the Company had incurred such expensecompany. 16.04 C. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees.. 07\M2U1141 Page 8

Insolvency. 16.01 A. If more than one reinsured company is referenced within the definition of “Company” in the Preamble to this Contract, this Article will apply severally to each such company. Further, this Article and the laws of the domiciliary state will 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 will prevail. B. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company 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 Company or because the liquidator, receiver, conservator Effective: January 1, 2013 DOC: January 17, 2013 U1G30006-01 18 of 26 or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 C. 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 Agreement reinsurance Contract as though such expense had been incurred by the Company had incurred such expenseCompany. 16.04 It is further understood and agreed thatD. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, (except (i) as provided by applicable lawSection 4118(a)(1)(A) of the New York Insurance Law, (iiprovided the conditions of 1114(c) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payeeslaw have been met, if New York law applies).

Insolvency. 16.01 In the event of insolvency of the Company, this reinsurance shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company Company, indicating the policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, claim the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 . 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 Agreement as though such expense had been incurred by the Company had incurred such expense. 16.04 Company. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, except (i) as provided by applicable law, (ii1) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees. COMMERCIAL AND PRIVATE PASSENGER AUTOMOBILE LIABILITY & PHYSICAL DAMAGE QUOTA SHARE REINSURANCE AGREEMENT 2409 REINSURANCE PLACEMENT SLIP COMPANY: FEDERATED NATIONAL INSURANCE COMPANY; Pembroke Pines, Florida EFFECTIVE: Continuous and to take effect January 1, 1997 as respects in-force, new and renewal policies.

Insolvency. 16.01 A. In the event of insolvency of the CompanyCEDING COMPANY, all reinsurance payments due under this reinsurance Agreement from the REINSURER to the CEDING COMPANY shall be payable directly by the REINSURER to the Company CEDING COMPANY or to its liquidator, receiver, conservator or statutory successor on the basis of the REINSURER's liability of to the Company CEDING COMPANY without diminution because of the insolvency of the Company CEDING COMPANY or because the liquidator, receiver, conservator or statutory successor of the Company CEDING COMPANY has failed to pay all or a portion of any claims. Payments by claim. B. In the Reinsurer as set forth in this Section shall be made directly to event of insolvency of the Company or to its conservatorCEDING COMPANY, the liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall will immediately give written notice to the Reinsurer REINSURER of all pending claims against the pendency of CEDING COMPANY on any contracts reinsured. While a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claimpending, the Reinsurer REINSURER may investigate such claims and interpose, at its own expense, in the proceeding proceedings where such the claim is to be adjudicated, any defense or defenses that it may deem available to the Company CEDING COMPANY or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall REINSURER will be chargeable, subject to the approval of the Courtcourt approval, against the Company CEDING COMPANY as 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 Company CEDING COMPANY solely as a result of the defense undertaken by the Reinsurer. 16.03 REINSURER. Where two or more reinsurers are involved participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense shall will be apportioned in accordance with the terms of this Agreement the reinsurance agreement as though the Company such expense had been incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the CEDING COMPANY. Xxxxxxx National Life and Prudential Atlantic Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.Limited

Insolvency. 16.01 20.01 In the event of insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It 20.02 I t is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 20.03 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 Agreement as though such expense had been incurred by the Company had incurred such expenseCompany. 16.04 20.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation of the Company to such payees.

Insolvency. 16.01 In the event of insolvency of the Ceding Company, NALAC’s liability for claims will continue to be in accordance with the terms of this agreement. Payment of reinsurance shall claims will be payable made directly to the Company or to its liquidator, receiver, conservator receiver or statutory successor on the basis of the liability of the Ceding Company without diminution because of the insolvency of the Company or because Ceding Company. In the liquidator, receiver, conservator or statutory successor event of insolvency of the Company has failed to pay all or a portion of any claims. Payments by Ceding Company, the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall will give NALAC written notice to the Reinsurer of the pendency of a any pending claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims and interposeNALAC may, at its own expense, in investigate the proceeding where such claim is to be adjudicated, and interpose any defense or defenses that which it may deem deems available to the Ceding Company or its liquidator, receiver, conservator receiver or statutory successor. The expense thus If the Ceding Company benefits from the defense undertaken by NALAC, an equitable share of the expenses incurred by the Reinsurer shall NALAC will be chargeable, subject chargeable to the approval of the Court, against the Ceding Company as a part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 liquidation. 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 Agreement the reinsurance agreement as though such expense had been incurred by the Company had incurred such expense. 16.04 It is further understood and agreed that, in Ceding Company. In the event of the insolvency of NALAC, the Ceding Company, the reinsurance under upon written notice within ninety (90) days, may at its option cancel this Agreement shall be payable directly by the Reinsurer agreement effective retroactively to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee date of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer it relates to the payees under such policies renewal of existing reinsurance. NALAC shall then make proper financial adjustment from the effective cancellation date and in substitution remain liable for the obligation payment of any claim which had occurred prior to the Company to date of cancellation whether or not due proof of such payeesclaim had actually been received.

Insolvency. 16.01 For the purpose of this Agreement, THE COMPANY or THE REINSURER shall be deemed “insolvent” if it does one or more of the following occurs: a. A court-appointed receiver, trustee, custodian, conservator, liquidator, government official or similar officer takes possession of the property or assets of either THE COMPANY or THE REINSURER; or b. Either THE COMPANY or THE REINSURER is placed in receivership, rehabilitation, liquidation, conservation, bankruptcy or similar status pursuant to the laws of any state or of the United States; or c. Either THE COMPANY or THE REINSURER becomes subject to an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the domicile of THE COMPANY or THE REINSURER, as the case may be. In the event of the insolvency of the CompanyTHE COMPANY, all reinsurance ceded, renewed or otherwise becoming effective under this reinsurance Agreement shall be payable by THE REINSURER directly to the Company THE COMPANY or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of THE COMPANY under the Company contract or contracts reinsured without diminution because of the insolvency of the Company or because the liquidatorTHE COMPANY. It is understood, receiverhowever, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance that in the event of the insolvency of THE COMPANY, the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated liquidator or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator receiver or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating THE COMPANY on the policy or bond reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivershipinsolvency proceeding, and that during the pendency of such claim, the Reinsurer claim THE REINSURER may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Company THE COMPANY or its liquidator, receiver, conservator is liquidator or receiver or statutory successor. The It is further understood that the expense thus incurred by the Reinsurer THE REINSURER shall be chargeable, subject to the approval of the Courtcourt approval, against the Company THE COMPANY as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company THE COMPANY solely as a result of the defense undertaken by THE REINSURER. In the Reinsurer. 16.03 Where two event THE REINSURER is deemed insolvent, THE REINSURER will be bound by any legal directions imposed by its liquidator, conservator, or more reinsurers are involved statutory successor. However, and if not in conflict with such legal directions, THE COMPANY shall have the same claim and a majority in interest elect right to interpose defense cancel this Agreement with respect to such claim, occurrences taking place on or after the expense date THE REINSURER first evidences insolvency. Such right to cancel shall be apportioned in accordance exercised by providing THE REINSURER (or its liquidator, conservator, receiver or statutory successor) with the terms a written notice of this Agreement as though the Company had incurred THE COMPANY’s intent to recapture ceded business. If THE COMPANY exercises such expense. 16.04 It is further understood right to cancel and agreed thatrecapture ceded business, in the event of the insolvency of the Company, the reinsurance under this Agreement such election shall be payable directly by the Reinsurer in lieu of any premature recapture fee. Upon such election, THE COMPANY shall be under no obligation to the Company or to THE REINSURER, its liquidator, receiver or statutory successor; however, except (i) as provided by applicable lawTHE REINSURER, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured its liquidator, receiver or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer statutory successor shall be liable for all claims incurred prior to the payees under such policies and in substitution for the obligation date of the Company to such payeesrecapture.

Insolvency. 16.01 In the event of the insolvency of the Ceding Company, payments due the Ceding Company on all reinsurance made, ceded, renewed or otherwise becoming effective under this reinsurance Agreement shall be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Reinsurer on the basis of claims filed and allowed in the liability of liquidation proceeding under the Company Reinsured Policies without diminution because of the insolvency of the Company or because the liquidatorCeding Company, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made either directly to the Ceding Company or to its conservator, liquidator, domiciliary liquidator or receiver, or statutory successor, except where this Agreement specifically provides another payee the Reinsurer, with the consent of such reinsurance the Policyholder and in conformity with Applicable Law, has assumed the Ceding Company's obligations as direct obligations of the Reinsurer to the payees under the Reinsured Policies and in substitution for the obligations of the Ceding Company to the payees. It is understood, however, that in the event of the insolvency of the Ceding Company. Under no circumstances shall , the Reinsurer’s liability hereunder be accelerated liquidator or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator receiver or statutory successor of the Ceding Company shall give written notice to the Reinsurer of the pendency of a claim any impending Claim against the Ceding Company indicating the policy or bond reinsured which claim would involve on a possible liability on the part Reinsured Policy within a reasonable period of the Reinsurer within thirty (30) days time after such claim Claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, insolvency proceedings and that during the pendency of such claim, Claim the Reinsurer may investigate such claims and interposemay, at its own expense, investigate such Claim and interpose, in the proceeding where such claim Claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Ceding Company or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The It is further understood that the expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the 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 Ceding Company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement as though the Company had incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 16.01 12.01 In the event of the insolvency of the Ceding Company, this as determined by the regulatory agency responsible for such determination, all reinsurance shall will be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Reinsurer on the basis of the liability of the Ceding Company under the Business Reinsured hereunder directly to the liquidator, receiver or statutory successor of the Ceding Company, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in Ceding Company. 12.02 In the event of the insolvency of the Ceding Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator receiver or statutory successor of the Company shall will give written notice to the Reinsurer of the pendency of a claim all pending claims against the Ceding Company indicating the policy or bond on any policies reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claiminsolvency proceeding. While a claim is pending, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that which it may deem available to the Ceding Company or its liquidator, receiver, conservator receiver or statutory successor. . 12.03 The expense thus expenses incurred by the Reinsurer shall will be chargeable, subject to the approval of the Courtcourt approval, against the Ceding Company as part of the expense of conservation or liquidation the insolvent Ceding Company to the extent of a pro rata proportionate share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. 16.03 . Where 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 will be apportioned in accordance with the terms of this Agreement as though the Company such expense had been incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Ceding Company. Principal First Reinsurance Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Between Hartford Life Insurance Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.Swiss Re Life & Health America Inc. Effective July 24, 2008

Insolvency. 16.01 A. In the event of the insolvency of the Companyreinsured company, this reinsurance shall be payable directly to the Company or to its liquidatorliquidation, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsthe claim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve have involved a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its it liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement Contract as though such expense had been incurred by the Company had incurred such expenseCompany. 16.04 C. It is further understood and agreed that, in the event of the insolvency of the Companyreinsured company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its it liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iii2) where the Reinsurer with the consent of the direct insured or insureds insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 16.01 A. If more than one reinsured company is referenced within the definition of “Company” in the Preamble to this Contract, this Article will apply severally to each such company. Further, this Article and the laws of the domiciliary state will apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws will prevail. B. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company 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 Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 C. 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 Agreement reinsurance Contract as though such expense had been incurred by the Company had incurred such expenseCompany. 16.04 It is further understood and agreed thatD. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, (except (i) as provided by applicable lawSection 4118(a)(1)(A) of the New York Insurance Law, provided the Effective: April 1, 2011 DOC: May 25, 2011 U1XQ0003 19 of 35 conditions of 1114(c) of such law have been met, if New York law applies) or except (ii1) where the Agreement Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Insurance of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy.

Insolvency. 16.01 (a) In the event of the insolvency of the Ceding Company, all payments due the Ceding Company under this reinsurance Agreement shall be payable by the Retrocessionaire directly to the Ceding Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Ceding Company under the policy or policies reinsured, without diminution because of the insolvency of the Company or because the liquidatorCeding Company. It is agreed and understood, receiverhowever, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance (i) that in the event of the insolvency of the Company. Under no circumstances Ceding Company the Retrocessionaire shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give given written notice to the Reinsurer of the pendency of a claim against the insolvent Ceding Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer Underlying Agreement within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated insolvency proceeding or in the receivership, and (ii) that during the pendency of such claim, claim the Reinsurer Retrocessionaire may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Ceding Company or its liquidator, receiver, conservator receiver or statutory successor. The . (b) It is further understood that any expense thus incurred by the Reinsurer Retrocessionaire shall be chargeable, subject to the approval of the Courtcourt approval, against the 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 Ceding Company solely as a result of the defense undertaken by the Reinsurer. 16.03 Retrocessionaire. Where two or more assuming reinsurers are involved in the same claim and a majority in interest elect to interpose defense defenses to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though the Company such expense had been incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payeesCeding Company.

Insolvency. 16.01 A. In the event of the insolvency of one or more of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement Contract as though such expense had been incurred by the Company had incurred such expensecompany. 16.04 C. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this (XXXXXXXX LOGO) Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees.

Insolvency. 16.01 A. In the event of the insolvency of one or more of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement Contract as though such expense had been incurred by the Company had incurred such expensecompany. 16.04 C. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees. A. As a condition precedent to any right of action hereunder, any dispute or difference between the Company and any Reinsurer relating to the interpretation or performance of this Contract, including its formation or validity, or any transaction under this Contract, whether arising before or after termination, shall be submitted to arbitration. B. If more than one reinsurer is involved in the same dispute, all such reinsurers shall constitute and act as one party for purposes of this Article provided that communication shall be made by the Company to each of the reinsurers constituting the one party, and provided, however, that nothing therein shall impair the rights of such reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Reinsurer under the terms of this Contract from several to joint. C. Upon written request of any party, each party shall choose an arbitrator and the two chosen shall select a third arbitrator. If either party refuses or neglects to appoint an arbitrator within 30 days after receipt of the written request for arbitration, the requesting party may appoint a second arbitrator. If the two arbitrators fail to agree on the selection of a third arbitrator within 30 days of their appointment, the Company shall petition the American Arbitration Association to appoint the third arbitrator. If the American Arbitration Association fails to appoint the third arbitrator within 30 days after it has been requested to do so, either party may request a justice of a court of general jurisdiction of the state in which the arbitration is to be held to appoint the third arbitrator. All arbitrators shall be active or retired officers of insurance or reinsurance companies, or Lloyd's London Underwriters, and disinterested in the outcome of the arbitration. Each party shall submit its case to the arbitrators within 30 days of the appointment of the third arbitrator. D. The parties hereby waive all objections to the method of selection of the arbitrators, it being the intention of both sides that all the arbitrators be chosen from those submitted by the parties. E. The arbitrators shall have the power to determine all procedural rules for the holding of the arbitration including but not limited to inspection of documents, examination of witnesses and any other matter relating to the conduct of the arbitration. The arbitrators shall interpret this Contract as an honorable engagement and not as merely a legal obligation; they are relieved of all judicial formalities and may abstain from following the strict rules of law. The arbitrators may award interest and costs. Each party shall bear the expense of its own arbitrator and shall share equally with the other party the expenses of the third arbitrator and of the arbitration. F. The decision in writing of the majority of the arbitrators shall be final and binding upon both parties. Judgment may be entered upon the final decision of the arbitrators in any court

Insolvency. 16.01 For the purpose of this Agreement, THE COMPANY or THE REINSURER shall be deemed “insolvent” if one or more of the following occurs: a. A court-appointed receiver, trustee, custodian, conservator, liquidator, government official or similar officer takes possession of the property or assets of either THE COMPANY or THE REINSURER; or b. Either THE COMPANY or THE REINSURER is placed in receivership, rehabilitation, liquidation, conservation, bankruptcy or similar status pursuant to the laws of any state or of the United States; or c. Either THE COMPANY or THE REINSURER becomes subject to an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the domicile of THE COMPANY or THE REINSURER, as the case may be. In the event of the insolvency of the CompanyTHE COMPANY, all reinsurance ceded, renewed or otherwise becoming effective under this reinsurance Agreement shall be payable by THE REINSURER directly to the Company THE COMPANY or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of THE COMPANY under the Company contract or contracts reinsured without diminution because of the insolvency of the Company or because the liquidatorTHE COMPANY. It is understood, receiverhowever, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance that in the event of the insolvency of THE COMPANY, the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated liquidator or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator receiver or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating THE COMPANY on the policy or bond reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivershipinsolvency proceeding, and that during the pendency of such claim, the Reinsurer claim THE REINSURER may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to THE COMPANY or is liquidator or receiver or statutory successor. In the Company event THE REINSURER is deemed insolvent, THE REINSURER will be bound by any legal directions imposed by its liquidator, conservator, or statutory successor. However, and if not in conflict with such legal directions, THE COMPANY shall have the right to cancel this Agreement with respect to occurrences taking place on or after the date THE REINSURER first evidences insolvency. Such right to cancel shall be exercised by providing THE REINSURER (or its liquidator, receiverconservator, conservator receiver or statutory successor) with a written notice of THE COMPANY’s intent to recapture ceded business. The expense thus incurred by the Reinsurer If THE COMPANY exercises such right to cancel and recapture ceded business, such election shall be chargeablein lieu of any premature recapture fee. Upon such election, subject THE COMPANY would still be liable for any unpaid premium and responsible to report the pendency of any claim with an effective date prior to the approval date of the Courtrecapture. THE REINSURER, against the 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 Company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement as though the Company had incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer successor shall be liable for all claims incurred prior to the payees under such policies and in substitution for date of recapture. THE REINSURER, its liquidator, receiver or statutory successor will also pay THE COMPANY the obligation unearned reinsurance premium within 30 days following the date of the Company to such payeesrecapture.

Insolvency. 16.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond original contract reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro pro-rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement Contract as though such expense had been incurred by the Company had incurred such expenseCompany. 16.04 C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory statutory, successor, in accordance with the insurance laws of the State of Indiana except (i) as provided by applicable law, (iia) where the Agreement this Contract specifically provides another payee of or such reinsurance in the event of the insolvency of the Company and or (iiib) where the Reinsurer with the consent of the direct insured reinsured or insureds reinsureds has assumed such policy obligations original contract obligation of the Company as direct obligations of the Reinsurer to the payees under such policies contracts and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 16.01 A. In the event of the insolvency of one or more of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 16.03 B. Where two or more reinsurers 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 Agreement as though such expense had been incurred by the Company had incurred such expensecompany. 16.04 C. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company company to such payees.

Insolvency. 16.01 A. If more than one 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 covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance coverage (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company 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 Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicatedEffective: June 1, 2000 XXX: July 8, 2021 U8GR000B 13 of 22 adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 C. 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 Agreement reinsurance Contract as though the Company such expense had been incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of by the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 16.01 A) In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the original policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part apart of the expense of conservation or liquidation to the extent of a pro pro-rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurerreinsurer. 16.03 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 14 IGF INSURANCE COMPANY AUTOMOBILE QUOTA SHARE REINSURANCE TERMS EFFECTIVE: JANUARY 1, 1996 PAGE 14 terms of this Agreement Contract as though such expense had been incurred by the Company had incurred such expenseCompany. 16.04 C) It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (iia) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iiib) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations original contract obligation of the Company as direct obligations of the Reinsurer to the payees under such policies contracts and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 16.01 In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability amount of the Company claims allowed in the insolvency proceeding without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed or is unable to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successora claim, except where (a) this Agreement specifically provides another payee of such reinsurance in the event of the insolvency 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 Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated direct insured or enlarged by the insolvency insureds, has assumed such policy obligations of the Company. 16.02 Company as direct obligations of the Reinsurer to the payees under such policies and in full and complete substitution for the obligations of the Company to such payees. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond Reinsurance Contract reinsured which claim would involve involves a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivershipreceivership and that, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense expenses thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court’s approval, against the 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 Company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement as though the Company had incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 16.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the 20\F7V1101Page 15 Reinsurer shall be chargeable, subject to the approval of the Court, against the 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 Company solely as a result of the defense undertaken by the Reinsurer. 16.03 B. Where two or more reinsurers Subscribing 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 Agreement Contract as though such expense had been incurred by the Company had incurred such expenseCompany. 16.04 C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 16.01 12.01 In the event of the insolvency of the Ceding Company, this as determined by the regulatory agency responsible for such determination, all reinsurance shall will be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Reinsurer on the basis of the liability of the Ceding Company under the Business Reinsured hereunder directly to the liquidator, receiver or statutory successor of the Ceding Company, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in Ceding Company. 12.02 In the event of the insolvency of the Ceding Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator receiver or statutory successor of the Company shall will give written notice to the Reinsurer of the pendency of a claim all pending claims against the Ceding Company indicating the policy or bond on any policies reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claiminsolvency proceeding. While a claim is pending, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that which it may deem available to the Ceding Company or its liquidator, receiver, conservator receiver or statutory successor. . 12.03 The expense thus expenses incurred by the Reinsurer shall will be chargeable, subject to the approval of the Courtcourt approval, against the Ceding Company as part of the expense of conservation or liquidation the insolvent Ceding Company to the extent of a pro rata proportionate share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. 16.03 . Where 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 will be apportioned in accordance with the terms of this Agreement as though the Company such expense had been incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Ceding Company. Principal First Reinsurance Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Between Hartford Life Insurance Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.Swiss Re Life & Health America Inc. Effective July 24, 2008 <Page>

Insolvency. 16.01 A. In the event of the insolvency of one or more of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement Contract as though such expense had been incurred by the Company had incurred such expensecompany. 16.04 C. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees.. (XXXXXXXX LOGO)

Insolvency. 16.01 A. In the event of the insolvency of one or more of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement as though such expense had been incurred by the Company had incurred such expensecompany. 16.04 C. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company company to such payees.

Insolvency. 16.01 12.01 In the event of the insolvency of the Ceding Company, this as determined by the regulatory agency responsible for such determination, all reinsurance shall will be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Reinsurer on the basis of the liability of the Ceding Company under the Business Reinsured hereunder directly to the liquidator, receiver or statutory successor of the Ceding Company, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in Ceding Company. 12.02 In the event of the insolvency of the Ceding Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator receiver or statutory successor of the Company shall will give written notice to the Reinsurer of the pendency of a claim all pending claims against the Ceding Company indicating the policy or bond on any policies reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claiminsolvency proceeding. While a claim is pending, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that which it may deem available to the Ceding Company or its liquidator, receiver, conservator receiver or statutory successor. . 12.03 The expense thus expenses incurred by the Reinsurer shall will be chargeable, subject to the approval of the Courtcourt approval, against the Ceding Company as part of the expense of conservation or liquidation the insolvent Ceding Company to the extent of a pro rata proportionate share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. 16.03 . Where 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 will be apportioned in accordance with the terms of this Agreement as though the Company such expense had been incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Ceding Company. Principal First Reinsurance Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Between Hartford Life and Annuity Insurance Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.Swiss Re Life & Health America Inc. Effective July 24, 2008 <Page>

Insolvency. 16.01 A. In the event of the insolvency of one or more of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claimsclaim. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, receiver, or statutory successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company. Under no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice Notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy Policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 16.03 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 Agreement Contract as though such expense had been incurred by the Company had incurred such expensecompany. 16.04 C. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees.