Common use of Insolvency Clause in Contracts

Insolvency. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) will give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on the policy or policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that during the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which it may deem available to the Company(ies) or its liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer will be chargeable, subject to court approval, against the insolvent Company(ies) as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company(ies) solely as a result of the defense undertaken by the Reinsurer. D. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies).

Insolvency. A. The portion In the event of any risk the Insolvency of one or obligation assumed by more of the Reinsurerreinsured companies, when such portion is ascertained, this reinsurance shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of reported claims allowed by the liability of court overseeing the Company liquidation against the company under the policy contract or policies contracts reinsured without diminution because of the insolvency of the Company. B. In company, directly to the company or to its domiciliary receiver except (1) where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of one the company or more than one (2) where the Reinsurer with the consent of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction direct insured or by any liquidator, receiver, or statutory successor insureds has assumed such policy obligations of the Company(ies) having authority company as direct obligations of the Reinsurer to allow the payees under such claims, without diminution because policies and in substitution for the obligations of the company to such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. payees. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on company indicating the policy or policies bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) company solely as a result of the defense undertaken by the Reinsurer. D. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies).

Insolvency. A. The portion 12.01 In the event of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand insolvency of the Company at the same time as the Company shall pay its net retained portion of such risk or obligationCompany, with reasonable provision for verification before payment, and the this reinsurance shall be payable by directly to the ReinsurerCompany or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. 12.02 It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on Company indicating the policy or policies bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time thirty (30) days after such claim is filed in the insolvency insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 12.03 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 will shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies)Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. A. The portion In the event of any risk or obligation assumed the insolvency of a Company, this reinsurance as to Policies issued by the Reinsurer, when such portion is ascertained, Company shall be payable on demand of the directly to such Company at the same time as the Company shall pay or its net retained portion of such risk liquidator, receiver, conservator or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, statutory successor on the basis of the liability amount of the Company under claims allowed in the policy or policies reinsured insolvency proceeding without diminution because of the insolvency of such Company or because the Company. B. In the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed or is unable to pay all or a portion of any claims. C. a 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 extent that the reinsurance proceeds due such payee are actually paid by the Reinsurer, or (b) the Reinsurer, with the consent of the direct insured or insureds, has assumed such policy obligations of such Company as direct obligations of the Reinsurer 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 or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will shall give written notice to the Reinsurer of the pendency of a claim against such Company indicating the insolvent Company(ies) Policy which involves a possible liability on the policy or policies reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership and that that, during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) such Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense expenses thus incurred by the Reinsurer will shall be chargeable, subject to court the Court’s approval, against the insolvent Company(ies) such Company as part of the expense of the conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company(ies) such Company solely as a result of the defense undertaken by the Reinsurer. D. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies).

Insolvency. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one or more than one of the CompaniesCompany, this reinsurance under this Agreement shall be payable immediately on demanddirectly to the Company or to its liquidator, receiver, conservator or statutory successor, with reasonable provision for verification, on the basis of reported claims allowed against by the insolvent Company(ies) by any liquidation court without diminution because of competent jurisdiction the insolvency of the Company or by any because the liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company indicating the Policy or bond reinsured which claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. . 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 will shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Company. B. It is further agreed that, in the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or its liquidator, receiver, conservator, or statutory successor, except (1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payee under such Policies and in substitution for the obligations of the Company to such payees. 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(ies)company or companies.

Insolvency. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one or more than one of the CompaniesCompany, this reinsurance under this Agreement shall be payable immediately on demanddirectly to the Company or to its liquidator, receiver, conservator or statutory successor, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court liability of competent jurisdiction the Company without diminution because of the insolvency of the Company or by any because the liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer, within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Company. C. It is further agreed that, in the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or its liquidator, receiver, conservator, or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. D. In the event of the insolvency of any company or companies listed in the designation of “Company” under this Contract, this Article shall apply only to the insolvent Company(ies)company or companies.

Insolvency. A. The portion of any risk or obligation assumed by 1. In the Reinsurer, when such portion is ascertained, shall be payable on demand event of the Company at insolvency of the same time as the Company shall pay its net retained portion of such risk Company, all reinsurance made, ceded, renewed or obligation, with reasonable provision for verification before payment, and the reinsurance otherwise becoming effective under this Agreement shall be payable by North American Re directly to the ReinsurerCompany or to its liquidator, receiver, or statutory successor on the basis of the liability of the Company under the policy contract or policies contracts reinsured without diminution because of the insolvency of the Company. B. In . It is understood, however, that in the event of the insolvency of one or more than one of the CompaniesCompany, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company on the policy or policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that that, during the pendency of such claim the Reinsurer claim, North American Re may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which it may deem available to the Company(ies) Company or to its liquidator or liquidator, receiver or statutory successor. 2. The It is further understood that the expense thus incurred by the Reinsurer will North American Re shall be chargeable, subject to court approval, against the insolvent Company(ies) Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. North American Re. 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 will shall be apportioned in accordance with the terms of this the Reinsurance Agreement as though such expense had been incurred by the insolvent Company(ies)Company. 3. In the event of the insolvency of North American Re and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Re.

Insolvency. A. The portion 13.01 In the event of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand insolvency of the Company at the same time as the Company shall pay its net retained portion of such risk or obligationCompany, with reasonable provision for verification before payment, and the this reinsurance shall be payable by directly to the ReinsurerCompany or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. 13.02 It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on Company indicating the policy or policies bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time thirty (30) days after such claim is filed in the insolvency insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies)Company. 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. A. The portion Neither the Company nor any of 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 risk or obligation assumed by the Reinsurerfact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, when such portion is ascertainedon a consolidated basis, shall be payable on demand are not as of the Company date hereof, and after giving effect to the transactions contemplated hereby to occur at the same time Closing, will not be Insolvent (as defined below). For purposes of this Section 3(m), “Insolvent” means, (i) with respect to the Company shall pay and its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the ReinsurerSubsidiaries, on a consolidated basis, (A) the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency present fair saleable value of the Company. B. In ’s and its Subsidiaries’ assets is less than the event amount required to pay the Company’s and its Subsidiaries’ total Indebtedness (as defined below), (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 beyond their ability to pay as such debts mature; and (ii) with respect to the Company and each Subsidiary, individually, (A) the present fair saleable value of the insolvency of one Company’s or more such Subsidiary’s (as the case may be) assets is less than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed amount required to pay all its respective total Indebtedness, (B) the Company or a portion of any claimssuch Subsidiary (as the case may be) is unable to pay its respective debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the Company or such Subsidiary (as the case may be) intends to incur or believes that it will incur debts that would be beyond its respective ability to pay as such debts mature. C. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) will give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on the policy or policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that during the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which it may deem available to the Company(ies) or its liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer will be chargeable, subject to court approval, against the insolvent Company(ies) as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company(ies) solely as a result of the defense undertaken by the Reinsurer. D. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies).

Insolvency. A. The portion of any risk or obligation assumed by In the Reinsurer, when such portion is ascertained, shall be payable on demand event of the Company at insolvency of the same time as the Company shall pay its net retained portion of such risk or obligationreinsured company, with reasonable provision for verification before payment, and the this reinsurance shall be payable by directly to the Reinsurercompany or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the policy or policies reinsured without company with diminution because of the insolvency of the Company. B. In company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on company indicating the policy or policies bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) company solely as a result of the defense undertaken by the Reinsurer. D. Where two B. It is further understood and agreed that, in the event of the insolvency of one or more reinsurers are involved of the reinsured companies, the reinsurance under this Contract shall be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the same claim event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the company as direct obligations of the Reinsurer to the payees under such policies and a majority in interest elect to interpose defense substitution for the obligations of the company to such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies)payees.

Insolvency. A. The 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, when such portion is ascertained, if required by applicable law) shall be payable on demand of directly to the Company at the same time as the Company shall pay Company, or to its net retained portion of such risk liquidator, receiver, conservator or obligationstatutory successor, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, either: (1) on the basis of the liability of the Company under Company, or (2) on the policy or policies reinsured 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. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the insolvent Company(ies)Company. D. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Contract, the reinsurance shall be payable as set forth above by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, (except as provided by Section 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (1) where the Contract specifically provides another payee in the event of the insolvency of the Company, or

Insolvency. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one or more than one of the CompaniesCompany, this reinsurance under this Agreement shall be payable immediately on demanddirectly to the Company or to its liquidator, receiver, conservator or statutory successor, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court liability of competent jurisdiction the Company without diminution because of the insolvency of the Company or by any because the liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company indicating the Policy or bond reinsured which claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer.. Casualty Catastrophe XOL Contract 21 D. 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 will shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Company. C. It is further agreed that, in the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or its liquidator, receiver, conservator, or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except 1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company or 2) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payee under such Policies and in substitution for the obligations of the Company to such payees. D. In the event of the insolvency of any company or companies listed in the designation of “Company” under this Contract, this Article shall apply only to the insolvent Company(ies)company or companies.

Insolvency. A. The portion In the event of any risk or obligation assumed the insolvency of a Company, this reinsurance as to Fronted Policies issued by the Reinsurer, when such portion is ascertained, Company shall be payable on demand of the directly to such Company at the same time as the Company shall pay or its net retained portion of such risk liquidator, receiver, conservator or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, statutory successor on the basis of the liability amount of the Company under claims allowed in the policy or policies reinsured insolvency proceeding without diminution because of the insolvency of such Company or because the Company. B. In the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed or is unable to pay all or a portion of any claims. C. a 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 extent that the reinsurance proceeds due such payee are actually paid by the Reinsurer, or (b) the Reinsurer, with the consent of the direct insured or insureds, has assumed such policy obligations of such Company as direct obligations of the Reinsurer 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 or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will shall give written notice to the Reinsurer of the pendency of a claim against such Company indicating the insolvent Company(ies) Fronted Policy which involves a possible liability on the policy or policies reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership and that that, during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) such Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense expenses thus incurred by the Reinsurer will shall be chargeable, subject to court the Court’s approval, against the insolvent Company(ies) such Company as part of the expense of the conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company(ies) such Company solely as a result of the defense undertaken by the Reinsurer. D. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies).

Insolvency. A. The In the event of insolvency and the appointment of a conservator, liquidator, or statutory successor of the Company, the portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, Reinsurer shall be payable on demand of to the Company at the same time as the Company shall pay its net retained portion of such risk conservator, liquidator, or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, statutory successor on the basis of claims allowed against the insolvent Company(ies) Company by any court of competent jurisdiction or by any conservator, liquidator, receiver, or statutory successor of the Company(ies) Company having authority to allow such claims, without diminution because of such insolvency that insolvency, or because such the conservator, liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. B. Payments by the Reinsurer as above set forth shall be made directly to the Company or to its conservator, liquidator, or statutory successor, except where the Agreement of insurance or reinsurance specifically provides another payee of such reinsurance or except as provided by applicable law and regulation (such as subsection (a) of section 4118 of the New York Insurance laws) in the event of the insolvency of the Company. C. It is agreedIn the event of the insolvency of the Company, howeverthe liquidator, that the liquidator or receiver receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company on the policy Policy or policies Policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that during the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, chargeable subject to court approval, approval against the insolvent Company(ies) Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. 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 will shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies)Company.

Insolvency. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one or more than one of the CompaniesCompanies reinsured hereunder, this reinsurance under this Agreement shall be payable directly to the Company(ies) or to its liquidator, receiver, conservator or statutory successor immediately on upon demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent liability of the Company(ies) by any court without diminution because of competent jurisdiction the insolvency of one or by any more than one of the Companies or because the liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on indicating the policy or policies bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies). C. It is further understood and agreed that, in the event of the insolvency of one or more than one of the Companies, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company(ies) or to its 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(ies).

Insolvency. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one or more than one both of the Companiesreinsured companies, this reinsurance under this Agreement shall be payable immediately on demanddirectly to the company or to its liquidator, with reasonable provision for verificationreceiver, conservator or statutory successor on the basis of claims allowed against the insolvent Company(ies) by any court liability of competent jurisdiction the company without diminution because of the insolvency of the company or by any because the liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on company indicating the policy or policies bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the insolvent Company(ies)company. C. It is further understood and agreed that, in the event of the insolvency of one or both of the reinsured companies, the reinsurance under this Contract shall be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the company to such payees. 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. A. The portion of any risk or obligation assumed by 1. In the Reinsurer, when such portion is ascertained, shall be payable on demand event of the Company at insolvency of the same time as the Company shall pay its net retained portion of such risk Company, all reinsurance made, ceded, renewed or obligation, with reasonable provision for verification before payment, and the reinsurance otherwise becoming effective under this Agreement shall be payable by Swiss Re America directly to the ReinsurerCompany or to its liquidator, receiver, or statutory successor on the basis of the liability of the Company under the policy contract or policies contracts reinsured without diminution because of the insolvency of the Company. B. In . It is understood, however, that in the event of the insolvency of one or more than one of the CompaniesCompany, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company on the policy or policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that that, during the pendency of such claim the Reinsurer claim, Swiss Re America may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which it may deem available to the Company(ies) Company or to its liquidator or liquidator, receiver or statutory successor. 2. The It is further understood that the expense thus incurred by the Reinsurer will Swiss Re America shall be chargeable, subject to court approval, against the insolvent Company(ies) Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this the Reinsurance Agreement as though such expense had been incurred by the insolvent Company(ies)Company. 3. In the event of the insolvency of Swiss Re America and the appointment of receivers therefor, the liability of Swiss Re America shall not terminate but shall continue with respect to the reinsurance ceded to Swiss Re America by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of Swiss Re America. SWISS RE AMERICA

Insolvency. A. The portion 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 risk state or obligation assumed 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 Reinsurer, when such portion is ascertained, shall be payable on demand insurance code of the Company at jurisdiction of the same time domicile of THE COMPANY or THE REINSURER, as the Company shall pay its net retained portion case may be. In the event of such risk or obligationthe insolvency of THE COMPANY, with reasonable provision for verification before payment, and the reinsurance all claims payable under this Agreement shall be payable by the ReinsurerTHE REINSURER directly to THE COMPANY or to its liquidator, receiver, or statutory successor on the basis of the liability of the Company THE COMPANY under the policy contract or policies contracts reinsured without diminution because of the insolvency of the Company. B. In THE COMPANY. It is understood, however, that in the event of the insolvency of one or more than one of the CompaniesTHE COMPANY, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) THE COMPANY on the policy or policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding proceeding, and that during the pendency of such claim the Reinsurer claim. THE REINSURER may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which it may deem available to the Company(ies) THE COMPANY or its liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer will THE REINSURER shall be chargeable, subject to court approval, against the insolvent Company(ies) as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company(ies) solely as a result of the defense undertaken by the Reinsurer. D. 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 will 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 with respect to occurrences taking place on or after the date THE REINSURER first evidences insolvency. Such right to cancel shall be exercised by providing THE REINSURER (or its liquidator, conservator, receiver or statutory successor) with a written notice of THE COMPANY’s intent to recapture ceded business. If THE COMPANY exercises such right to cancel and recapture ceded business, such election shall be in lieu of any premature recapture fee. Upon such election, THE COMPANY would still be liable for any unpaid premium and responsible to report the pendency of any claim with an effective date prior to the date of recapture. 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, THE COMPANY’s right of recapture in Section 21 of this Agreement as though such expense had been incurred by will be triggered unless THE REINSURER elects to, and does, provide, on a timely basis, security in the insolvent Company(ies)form of Assets in Trust for the benefit of THE COMPANY. If THE REINSURER elects to furnish security in the form of Assets in Trust to avoid 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. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one or more than one of the CompaniesCompanies reinsured hereunder, this reinsurance under this Agreement shall be payable directly to the Company(ies) or to its liquidator, receiver, conservator or statutory successor immediately on upon demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent liability of the Company(ies) by any court without diminution because of competent jurisdiction the insolvency of one or by any more than one of the Companies or because the liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on indicating the policy or policies bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies).

Insolvency. A. The portion (a) Neither the Purchaser, nor any of its subsidiaries is Insolvent and neither the Purchaser nor any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) subsidiaries will give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on the policy or policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that during the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which it may deem available to the Company(ies) or its liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer will be chargeable, subject to court approval, against the insolvent Company(ies) as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company(ies) solely become Insolvent as a result of the defense undertaken consummation of the Subject Transaction. (b) None of the Board of Directors or officers of the Purchaser or any of its subsidiaries have contemplated, or have discussed, seeking protection from creditors under any of the provisions of the Bankruptcy Code or taking any other action which could result in any other insolvency proceeding of any character with respect to the Purchaser and its subsidiaries including, without limitation, bankruptcy, receivership or reorganization. No creditors of the Purchaser or any of its subsidiaries have commenced or threatened to institute proceedings against the Purchaser or any of its subsidiaries under the Bankruptcy Code or to take any other action which could result in any other insolvency proceeding of any character with respect to the Purchaser and its subsidiaries. (c) With respect to the representation and warranty set forth in this SECTION 4.06, the Sellers acknowledge that Purchaser has relied upon the information set forth in the registration statements, reports and other materials (collectively "ECCA SEC Reports") filed by the Reinsurer. D. Where two Company with the SEC since December 31, 1998 and represents and warrants that the ECCA SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933 and the 1934 Act and the applicable rules and regulations of the SEC promulgated thereunder, and at the time filed did not contain any untrue statement of a material fact or more reinsurers omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The consolidated financial statements of Purchaser which are involved in a part of the same claim and a majority in interest elect to interpose defense to such claim, the expense will be apportioned SEC Reports have been prepared in accordance with GAAP, applied on a basis consistent with past practices, and fairly present the terms financial condition and results of this Agreement as though such expense had been incurred by operations of the insolvent Company(ies)businesses of Purchaser at the respective dates thereof and for the periods referred to therein.

Insolvency. A. The 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 coverage (or the portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, if required by applicable law) shall be payable on demand of directly to the Company at the same time as the Company shall pay Company, or to its net retained portion of such risk liquidator, receiver, conservator or obligationstatutory successor, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, either: (1) on the basis of the liability of the Company under Company, or (2) on the policy or policies reinsured 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. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which that it may Effective: June 1, 2021 DOC: July 8, 2021 UBWP0006 13 of 22 deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the insolvent Company(ies)Company.

Insolvency. A. The In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, if required by applicable law) shall be payable on demand of directly to the Company at the same time as the Company shall pay Company, or to its net retained portion of such risk liquidator, receiver, conservator or obligationstatutory successor, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, either: (1) on the basis of the liability of the Company under Company, or (2) on the policy or policies reinsured 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. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the insolvent Company(ies)Company. C. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Contract, the reinsurance shall be payable as set forth above by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where the Contract specifically provides another payee in the event of the insolvency of the Company, or (2) where the Reinsurer, with the consent of the direct insured or insureds, has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees.

Insolvency. A. The 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 coverage (or the portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, if required by applicable law) shall be payable on demand of directly to the Company at the same time as the Company shall pay Company, or to its net retained portion of such risk liquidator, receiver, conservator or obligationstatutory successor, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, either: (1) on the basis of the liability of the Company under Company, or (2) on the policy or policies reinsured 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. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company indicating the Policy or bond reinsured, which claim would involve a possible Effective: June 1, 2021 DOC: July 13, 2021 UBWP0006C 13 of 23 liability on the policy or policies reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the insolvent Company(ies)Company.

Insolvency. A. The portion of any risk or obligation assumed by In the Reinsurer, when such portion is ascertained, shall be payable on demand event of the Company at insolvency of the same time as the Company shall pay its net retained portion of such risk or obligationCompany, with reasonable provision for verification before payment, and the this reinsurance shall be payable by the ReinsurerReinsurer directly to the Company, or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator, or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator, or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on Company indicating the policy or policies bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator, or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. . Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense will shall be apportioned in accordance with the terms of this Agreement their respective reinsurance agreements as though such expense had been incurred by the insolvent Company(ies)Company. The reinsurance shall be payable by the Reinsurer to the Company or its liquidator, receiver, conservator, or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (a) where the agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company, and (b) where the Reinsurer, with the consent of the direct insured or insureds, has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company to such payees.

Insolvency. A. The 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 coverage (or the portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, if required by applicable law) shall be payable on demand of directly to the Company at the same time as the Company shall pay Company, or to its net retained portion of such risk liquidator, receiver, conservator or obligationstatutory successor, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, either: (1) on the basis of the liability of the Company under Company, or (2) on the policy or policies reinsured 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. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which that it may Effective: June 1, 2021 DOC: July 13, 2021 UBWP0008C 13 of 22 deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the insolvent Company(ies)Company.

Insolvency. A. The portion of any risk or obligation assumed by In the Reinsurer, when such portion is ascertained, shall be payable on demand event of the Company at insolvency of the same time as the Company shall pay its net retained portion of such risk or obligationreinsured companies, with reasonable provision for verification before payment, and the this reinsurance shall be payable by directly to the Reinsurercompany or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the policy or policies reinsured without company with diminution because of the insolvency of the Company. B. In company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on company indicating the policy or policies bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) company solely as a result of the defense undertaken by the Reinsurer. D. Where two B. It is further understood and agreed that, in the event of the insolvency of one or more reinsurers are involved of the reinsured companies, the reinsurance under this Contract shall be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the same claim event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the company as direct obligations of the Reinsurer to the payees under such policies and a majority in interest elect to interpose defense substitution for the obligations of the company to such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies)payees.

Insolvency. A. The 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, when such portion is ascertained, if required by applicable law) shall be payable on demand of directly to the Company at the same time as the Company shall pay Company, or to its net retained portion of such risk liquidator, receiver, conservator or obligationstatutory successor, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, either: (1) on the basis of the liability of the Company under Company, or (2) on the policy or policies reinsured 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. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the insolvent Company(ies)Company. D. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Contract, the reinsurance shall be payable as set forth above by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, (except as provided by Section 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (1) where the Contract specifically provides another payee in the event of the insolvency of the Company, or (2) where the Reinsurer, with the consent of the direct insured or insureds, has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Financial Services of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy. 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. A. The 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, when such portion is ascertained, if required by applicable law) shall be payable on demand of directly to the Company at the same time as the Company shall pay Company, or to its net retained portion of such risk liquidator, receiver, conservator or obligationstatutory successor, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, either: (1) on the basis of the liability of the Company under Company, or (2) on the policy or policies reinsured 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. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the insolvent Company(ies)Company. D. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Contract, the reinsurance shall be payable as set forth above by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, (except as provided by Section 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (1) where the Contract specifically provides another payee in the event of the insolvency of the Company, or (2) where the Reinsurer, with the consent of the direct insured or insureds, has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Financial Services of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy.

Insolvency. A. The portion of any risk or obligation assumed by 16.1 In the Reinsurer, when such portion is ascertained, shall be payable on demand event of the insolvency of the Ceding Company at the same time as the Company shall pay or its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the successor in interest this reinsurance shall be payable by directly to the ReinsurerCeding Company, or directly 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. B. In Ceding Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Ceding Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Ceding Company shall give written notice to the Reinsurer of the pendency of a the claim against the insolvent Company(ies) on Ceding Company indicating the policy or policies bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, interpose at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which that it may deem available to the Company(ies) Ceding Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company(ies) Ceding Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) Ceding Company solely as a result of the defense undertaken by the Reinsurer. D. Where two 16.2 The Reinsurance shall be payable by the Reinsurer to the Ceding Company or more reinsurers are involved to its liquidator, receiver, conservator or statutory successor, except as provided by section 4118 (a) of the New York Insurance Law or except (a) where the policy specifically provided another payee of such reinsurance in the same claim event of the insolvency of the Ceding Company and a majority (b) 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 interest elect to interpose defense substitution for the obligations of the Ceding Company to such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies)payees.

Insolvency. A. The portion of 20.1 If a Shareholder (in this Clause 20 called “the Defaulting Shareholder”):- (i) shall make any risk arrangement or obligation assumed by composition with, or any assignment for the Reinsurerbenefit of, when such portion its creditors or it is ascertained, wound up or enters into liquidation; (ii) shall be payable on demand subject to any distress, execution, sequestration, or other process being levied or enforced upon the whole or a substantial part of the Company 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 same time 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 shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and under the reinsurance shall be payable by the Reinsurer, on the basis provisions of the liability Act. In the event of a winding up of the Company, the Shareholders shall use their best endeavours to procure the due fulfilment of the obligations of the Company under any contract, agreement and/or arrangement pursuant to which the policy Company is to provide work, material or policies reinsured without diminution because of the insolvency of the Company.services to any person, subject always to commercial and legal considerations; or B. In the event of the insolvency of one or more than one of the Companies, reinsurance under (c) continue with this Agreement shall with such revisions as may be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed agreed without prejudice to such other rights and remedies as it may have against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claimsDefaulting Shareholder. C. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) will give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on the policy or policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that during the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which it may deem available to the Company(ies) or its liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer will be chargeable, subject to court approval, against the insolvent Company(ies) as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company(ies) solely as a result of the defense undertaken by the Reinsurer. D. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies).

Insolvency. A. The portion of any risk or obligation assumed by In the Reinsurer, when such portion is ascertained, shall be payable on demand event of the Company at insolvency of the same time as the Company shall pay its net retained portion of such risk or obligationCompany, with reasonable provision for verification before payment, and the this reinsurance shall be payable by directly to the ReinsurerCompany or its liquidator, receiver, conservator or statutory successor on the basis of the liability amount of the Company under claims allowed in the policy or policies reinsured insolvency proceeding without diminution because of the insolvency of the Company. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed or is unable to pay all or a portion of any claims. C. a claim, except where (a) this Agreement specifically provides another payee of such reinsurance in the event of the Company’s insolvency, provided that this exception shall only apply to the extent that the reinsurance proceeds due such payee are actually paid by the Reinsurer, or (b) the Reinsurer, with the consent of the direct insured or insureds, has assumed such policy obligations of the 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 or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company indicating the Insurance Contract which involves a possible liability on the policy or policies reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership and that that, during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense expenses thus incurred by the Reinsurer will shall be chargeable, subject to court the Court’s approval, against the insolvent Company(ies) Company as part of the expense of the conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies).

Insolvency. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. (a) In the event of the insolvency of one or more than one of the Ceding Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on it is agreed that the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) will Ceding Companies shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Ceding Companies indicating the policy reinsured which claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) Ceding Companies or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) Ceding Companies as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) Ceding Companies solely as a result of the defense undertaken by the Reinsurer. D. (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 will shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies)Ceding Companies. (c) It is further understood and agreed that, in the event of the insolvency of the Ceding Companies, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Ceding Companies or to its liquidator, receiver or statutory successor, except (1) where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Ceding Companies or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Ceding Companies as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Ceding Companies to such payees.

Insolvency. A. The portion If more than one reinsured company is included within the definition of any risk or obligation assumed by the Reinsurer“Company” hereunder, when this Article shall apply individually to each such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Companycompany. B. In the event of the insolvency of one or more than one of the CompaniesCompany, this reinsurance under this Agreement shall be payable immediately on demanddirectly to the Company or to its liquidator, receiver, conservator or statutory successor, with reasonable provision for verification, on the basis of the liability of the Company or on the basis of claims filed and allowed against in the insolvent Company(ies) liquidation proceeding, whichever may be required by any court applicable statute, without diminution because of competent jurisdiction the insolvency of the Company or by any because the liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on Company indicating the policy or policies bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies).

Insolvency. A. The portion of any risk or obligation assumed by In the Reinsurer, when such portion is ascertained, shall be payable on demand event of the Company at insolvency of the same time as the Company shall pay its net retained portion of such risk or obligationCompany, with reasonable provision for verification before payment, and the reinsurance under this Contract shall be payable by the Reinsurer, Reinsurer on the basis of the liability of the Company under the policy Policy or policies Policies reinsured without diminution because of the insolvency of the Company. B. In , to the event of the insolvency of one Company or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any to its liquidator, receiver, or statutory successor except as provided by Section 4118(a) of the Company(ies) having authority to allow such claims, without diminution because New York Insurance Law or except when the Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company or because when the Reinsurer with the consent of the direct insured or insureds has assumed such liquidator, receiver, or statutory successor has failed Policy obligations of the Company as direct obligations of the Reinsurer to pay all or a portion the payees under such Policies and in substitution for the obligations of any claims. C. the Company to such payees. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company on the policy Policy or policies Policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where when such claim is to be adjudicated adjudicated, any defense or defenses which it may deem available to the Company(ies) Company or its liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approval, against the insolvent Company(ies) Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the insolvent Company(ies)Company. In the event of the insolvency of any company or companies included in the designation of "Company," this clause will apply only to the insolvent company or companies.

Insolvency. A. The portion In the event of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand insolvency of the Company at the same time as the Company shall pay its net retained portion of such risk all reinsurance made, ceded, renewed or obligation, with reasonable provision for verification before payment, and the reinsurance otherwise becoming effective under this Agreement shall be payable by the ReinsurerReinsurer directly to the Company or to its liquidator, receiver, or statutory successor on the basis of the liability of the Company under the policy contract or policies contracts reinsured without diminution because of the insolvency of the Company. B. In . It is understood, however, that in the event of the insolvency of one or more than one of the CompaniesCompany, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company on the policy or policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding proceeding, and that during the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which it may deem available to the Company(ies) Company or its liquidator or receiver or statutory successor. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company on the Reinsured Policies within a reasonable time after such claim is filed in the insolvency proceeding and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding when such claim is to be adjudicated, any defense or defenses which it may deem available to the Company or its liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approval, against the insolvent Company(ies) Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies)Company. Should any party hereto be placed in rehabilitation or liquidation or should a rehabilitator, liquidator, receiver, conservator or other person or entity of similar capacity be appointed as respects such party, all amounts due any of the parties hereto whether by reason of premiums, losses or otherwise under this Agreement shall at all times be subject to the right of offset at any time and from time to time, and upon the exercise of same, only the net balance shall be due and payable in accordance with Section 7427 of the Insurance Law of the State of New York.

Insolvency. A. The portion of any risk or obligation assumed by In the Reinsurer, when such portion is ascertained, shall be payable on demand event of the Company at insolvency of the same time as the Company shall pay its net retained portion of such risk or obligationCompany, with reasonable provision for verification before payment, and the this reinsurance shall be payable by directly to the ReinsurerCompany, or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company indicating the Policy reinsured, which claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which it that they may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. . 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 will shall be apportioned in accordance with the terms of this the reinsurance Agreement as though such expense had been incurred by the insolvent Company(ies)Company. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable as set forth above by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, except as provided by Sections 4118 (a)(1)(A) and 1114(c) of the New York Insurance Law or except (1) where the Agreement specifically provides another payee in the event of the insolvency of the Company, and (2) where the Reinsurer, with the consent of the direct insured or insureds, has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York Risks by the Superintendent of Insurance of the State of New York, is entirely released from its obligation and the Reinsurer pays any Loss directly to payees under such Policy.

Insolvency. A. The portion of any risk or obligation assumed by In the Reinsurer, when such portion is ascertained, shall be payable on demand event of the Company at insolvency of the same time as the Company shall pay its net retained portion of such risk or obligationCompany, with reasonable provision for verification before payment, and the this reinsurance shall be payable by directly to the ReinsurerCompany or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on Company indicating the policy or policies bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer..  D. 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 will shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the insolvent Company(ies).Company.  C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company to such payees.   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 ▇▇▇▇▇'▇ 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. A. The portion of any risk or obligation assumed by In the Reinsurer, when such portion is ascertained, shall be payable on demand event of the Company at insolvency of the same time as the Company shall pay its net retained portion of such risk or obligationCompany, with reasonable provision for verification before payment, and the reinsurance under this Agreement shall be payable by the ReinsurerReinsurer to the Company or its liquidator, receiver or statutory successor on the basis of the liability of the Company under the policy Original Policy or policies reinsured reinsured, without diminution because of the insolvency of the Company. B. In , except as provided by Section 4118 (a) of the New York Insurance Law except (a) where this Agreement specifically provides another payee for such insurance in the event of the insolvency of one or more than one the Company and (b) where a v.3499066 Reinsurer(s) subscribing a participation hereunder with the consent of the Companiesoriginal insured or insureds, reinsurance under this Agreement shall be payable immediately on demandhas assumed such policy obligations of the Company to such payees. If the Company should become insolvent, with reasonable provision for verification, on then the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a any claim against the insolvent Company(ies) on the policy or policies reinsured Company which is likely to produce a loss under this Agreement within a reasonable time after such claim is if filed in the insolvency proceeding and that proceeding; during the pendency of such claim claim, the Reinsurer under this Agreement may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which it the Reinsurer may deem available to the Company(ies) Company or its liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approval, against the insolvent Company(ies) Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. Where two or more reinsurers are involved in the same claim and . If those Reinsurers subscribing a majority participation in interest this Agreement elect to interpose defense to such a claim, the expense will shall be apportioned in accordance with the terms of this Agreement as though such expense expenses had been incurred by the insolvent Company(ies)Company. Should the Company go into liquidation or should a receiver be appointed the Reinsurer shall be entitled to deduct from any sums which may be due or may become due to the Company under this Agreement, any sums which are due to the Reinsurer by the Company under this Agreement and which are due at a fixed or stated date, as well as any other sums due to the Reinsurer which are permitted to be offset under applicable law.

Insolvency. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one or more than one of the CompaniesCompany, this reinsurance under this Agreement shall be payable immediately on demanddirectly to the Company or to its liquidator, receiver, conservator or statutory successor, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court liability of competent jurisdiction the Company without diminution because of the insolvency of the Company or by any because the liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company indicating the Policy or bond reinsured which claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. Where two or more reinsurers are involved B. It is further agreed that, in the same claim event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or its liquidator, receiver, conservator, or statutory successor, except (1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payee under such Policies and a majority in interest elect to interpose defense substitution for the obligations of the Company to such claimpayees. C. In the event of the insolvency of any company or companies listed in the designation of “Company” under this Contract, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by Article shall apply only to the insolvent Company(ies)company or companies.

Insolvency. A. The 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 coverage (or the portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, if required by applicable law) shall be payable on demand of directly to the Company at the same time as the Company shall pay Company, or to its net retained portion of such risk liquidator, receiver, conservator or obligationstatutory successor, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, either: (1) on the basis of the liability of the Company under Company, or (2) on the policy or policies reinsured 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. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which that it may Effective: June 1, 2021 DOC: July 8, 2021 deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the insolvent Company(ies)Company.

Insolvency. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one or more than one of the Companiesreinsured companies, this reinsurance under this Agreement shall be payable immediately on demanddirectly to the company or to its liquidator, with reasonable provision for verificationreceiver, conservator or statutory successor on the basis of claims allowed against the insolvent Company(ies) by any court liability of competent jurisdiction the company without diminution because of the insolvency of the company or by any because the liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on company indicating the policy or policies bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the insolvent Company(ies)company. C. It is further understood and agreed that, in the event of the insolvency of one or more of the reinsured companies, the reinsurance under this Contract shall be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the company to such payees. 07\M2U1141 Page 8

Insolvency. A. The portion of any risk or obligation assumed by In the Reinsurer, when such portion is ascertained, shall be payable on demand event of the Company at insolvency of the same time as the Company shall pay its net retained portion of such risk or obligationCompany, with reasonable provision for verification before payment, and the this reinsurance shall be payable by directly to the ReinsurerCompany or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company indicating the Policy or bond 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 policy or policies reinsured part of the Reinsurer, within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership and that that, during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit benefit, which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the insolvent Company(ies)Company. C. In the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (a) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company or (b) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. 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. A. The portion of any risk or obligation assumed by In the Reinsurer, when such portion is ascertained, shall be payable on demand event of the Company at insolvency of the same time as the Company shall pay its net retained portion of such risk or obligationCompany, with reasonable provision for verification before payment, and the this reinsurance shall be payable by directly to the Reinsurercompany or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the policy or policies reinsured company without diminution because of the insolvency of the Company. B. In company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) company indicating the Policy or bond reinsured which claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) company solely as a result of the defense undertaken by the Reinsurer. D. Where two or more reinsurers are involved B. It is further understood and agreed that, in the same claim event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the company as direct obligations of the Reinsurer to the payees under such Policies and a majority in interest elect to interpose defense substitution for the obligations of the company to such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies)payees.

Insolvency. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one or more than one of the Companiesreinsured companies, this reinsurance under this Agreement shall be payable immediately on demanddirectly to the company or to its liquidator, with reasonable provision for verificationreceiver, conservator or statutory successor on the basis of claims allowed against the insolvent Company(ies) by any court liability of competent jurisdiction the company without diminution because of the insolvency of the company or by any because the liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on company indicating the policy or policies bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) company solely as a result of the defense undertaken by the Reinsurer. D. B. Where two or more reinsurers are involved in the same claim and a majority majority- in interest elect to interpose defense to such claim, the expense will shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the insolvent Company(ies)company. C. It is further understood and agreed that, in the event of the insolvency of one or more of the reinsured companies, the reinsurance under this Contract shall be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or Insureds has assumed such policy obligations of the company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the company to such payees.

Insolvency. A. The 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, when such portion is ascertained, if required by applicable law) shall be payable on demand of directly to the Company at the same time as the Company shall pay Company, or to its net retained portion of such risk liquidator, receiver, conservator or obligationstatutory successor, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, either: (1) on the basis of the liability of the Company under Company, or (2) on the policy or policies reinsured 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. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the Effective: January 1, 2012 21 of 37 DOC: December 29, 2011 pendency of a claim against the insolvent Company(ies) Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the insolvent Company(ies)Company. D. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Contract, the reinsurance shall be payable as set forth above by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, (except as provided by Section 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (1) where the Contract specifically provides another payee in the event of the insolvency of the Company, or (2) where the Reinsurer, with the consent of the direct insured or insureds, has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Insurance of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy.

Insolvency. A. The portion 12.01 In the event of any risk or obligation assumed the insolvency of the Ceding Company, as determined by the Reinsurerregulatory agency responsible for such determination, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the all reinsurance shall will be payable by the Reinsurer, Reinsurer on the basis of the liability of the Ceding Company under the policy Business Reinsured hereunder directly to the liquidator, receiver or policies reinsured statutory successor of the Ceding Company, without diminution because of the insolvency of the Ceding Company. B. 12.02 In the event of the insolvency of one or more than one of the CompaniesCeding Company, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) will give written notice to the Reinsurer of the pendency of a claim all pending claims against the insolvent Company(ies) Ceding Company on the policy or any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that during the pendency of such proceeding. While a claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which it may deem available to the Company(ies) Ceding Company or its liquidator or liquidator, receiver or statutory successor. . 12.03 The expense thus expenses incurred by the Reinsurer will be chargeable, subject to court approval, against the insolvent Company(ies) Ceding Company as part of the expense of liquidation the insolvent Ceding Company to the extent of a proportionate share of the benefit which may accrue to the Company(ies) Ceding Company solely as a result of the defense undertaken by the Reinsurer. D. . Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies).Ceding Company. Principal First Reinsurance Agreement Between Hartford Life Insurance Company and Swiss Re Life & Health America Inc. Effective July 24, 2008

Insolvency. A. The portion of any risk or obligation assumed by (1) In the Reinsurer, when such portion is ascertained, shall be payable on demand event of the Company at insolvency of the same time as the Company shall pay its net retained portion of such risk or obligationCompany, with reasonable provision for verification before payment, and the reinsurance provided by this Agreement shall be payable by the Reinsurer, Reinsurer on the basis of the liability of the Company under the policy or policies reinsured Policies ceded without diminution because of the insolvency of the Company. B. In the event of the insolvency of one Company or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any because its liquidator, receiver, conservator or statutory successor of (hereinafter referred to as the Company(ies"Liquidator") having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) will claim. The Liquidator shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on the policy or policies reinsured Company under any Policy ceded to Reinsurers and covered by this Agreement within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding and that during or in the receivership. During the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, interpose at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver or statutory successorthe Liquidator. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the court, against Effective: September 1, 1998 11 of 16 the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate share Proportionate Share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. (2) 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 will shall be apportioned in accordance with the terms of this Agreement as though such expense had has been incurred by the insolvent Company(ies)Company. (3) The reinsurance provided by this Agreement shall be payable by the Reinsurer to the Company or to the Liquidator, except (a) where the Policy specifically provides another payee of such reinsurance in the event of the insolvency of the Company, and (b) where the Reinsurer with the consent of the direct insured(s) has assumed the obligations of the Company under the Policies as the direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees.

Insolvency. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the This reinsurance shall be payable by the Reinsurer, Reinsurer on the basis of the liability of the Company reinsured Company(ies) under the policy or policies Bonds reinsured hereunder without diminution diminution, because of the insolvency of the Company. B. In the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on to the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any its liquidator, receiver, or statutory successor successor. In the event of insolvency of one or more than one of the Company(ies) having authority to allow such claimsCompanies, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) will shall give written notice to the Reinsurer of the pendency of a claim filed against the insolvent Company(ies) on the policy Bond or policies Bonds reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that during proceeding. During the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which it may deem doom available to the Company(ies) or its liquidator or receiver or statutory successor. The expense expenses thus incurred by the Reinsurer will shall be chargeable, subject to court approval, against the insolvent Company(ies) as part of the expense of liquidation to the extent of a proportionate share of the benefit benefits which may accrue to the Company(ies) solely as a result of the defense so undertaken by the Reinsurer. D. Where two . Should one or more reinsurers than one of the Companies go into liquidation of should a receiver be appointed, the Reinsurer shall be entitled to deduct from any sums which may be or may become due to the Company(ies) any sums which are involved due to the Reinsurer by the Company(ies) and which are payable at a fixed or stated date under this Contract or under the Surety Quota Share Treaty or the Aggregate Stop Loss Reinsurance Contract between certain of the parties hereto to the full extent permitted by the laws of the insolvent party's state of domicile. It is further understood and agreed that, in the same claim event of the insolvency of one or more than one of the Companies, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company(ies) or to Its liquidator, receiver or statutory successor, except a) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company(ies) and a majority b) where the Reinsurer with the consent of the direct insured or insureds has assumed such Bond obligations of the Company(ies) as direct obligations of the Reinsurer to the payees under such Bonds and in interest elect to interpose defense substitution for the obligations of the Company(ies) to such claimpayees. In no event shall anyone other than the parties to this Contract or, in the expense will be apportioned in accordance with event of one or more than one of the terms of Company's insolvency, its liquidator receiver, or statutory successor, have any rights under this Agreement as though such expense had been incurred by the insolvent Company(ies)Contract.

Insolvency. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one or more than one of the Companiesreinsured companies, this reinsurance under this Agreement shall be payable immediately on demanddirectly to the company or to its liquidator, with reasonable provision for verificationreceiver, conservator or statutory successor on the basis of claims allowed against the insolvent Company(ies) by any court liability of competent jurisdiction the company without diminution because of the insolvency of the company or by any because the liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) company indicating the Policy or bond reinsured which claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the company. C. It is further understood and agreed that, in the event of the insolvency of one or more of the reinsured companies, the reinsurance under this Contract shall be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the company to such payees. 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(ies)company or companies.

Insolvency. A. The portion of any risk or obligation assumed by In the Reinsurer, when such portion is ascertained, shall be payable on demand event of the Company at insolvency of the same time as the Company shall pay its net retained portion of such risk or obligationCompany, with reasonable provision for verification before payment, and the this reinsurance shall be payable by the ReinsurerReinsurer directly to the Company, or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator, or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator, or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on Company indicating the policy or policies bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator, or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. . Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense will shall be apportioned in accordance with the terms of this Agreement their respective reinsurance agreements as though such expense had been incurred by the insolvent Company(ies)Company. The reinsurance shall be payable by the Reinsurer to the Company or its liquidator, receiver, conservator, or statutory successor, except where the agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company, and where the Reinsurer, with the consent of the direct insured or insureds, has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company to such payees.

Insolvency. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance under this Contract shall be payable by the Reinsurer, Reinsurer on the basis of the liability of the Company under the any policy or policies reinsured hereunder without diminution because of the insolvency of the Company. B. In the event of the insolvency of one or more than one of the CompaniesCompany, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company on the policy or policies reinsured hereunder within a reasonable time after such claim is filed in the insolvency proceeding and that during proceedings. During the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which it may deem available to the Company(ies) Company or its liquidator or liquidator, receiver or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approval, against the insolvent Company(ies) Company as part of the expense of liquidation to the extent of a proportionate pro-rata share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 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 will so incurred shall be apportioned in accordance with the terms of this Agreement agreement as though such expense had been incurred by the insolvent Company(ies)Company. D. In the event of the insolvency of the Company, the reinsurance under this Contract shall be payable by the Reinsurer directly to the Company or to its liquidator, receiver, or statutory successor.

Insolvency. A. The portion Section 13.01 In the event of any risk or obligation assumed by Insolvency of the ReinsurerCompany, when such portion is ascertained, the reinsurance under this Agreement shall be payable on demand of directly to the Company at the same time as the Company shall pay or to its net retained portion of such risk liquidator, receiver, conservator or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, statutory successor on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency Insolvency of the Company. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. Section 13.02 It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company indicating the Policy reinsured which claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer within a reasonable time 30 days after such claim is filed in the insolvency insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the applicable Governmental Authority, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. Section 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 will shall be apportioned in accordance with the terms and conditions of this Agreement as though such expense had been incurred by the insolvent Company(ies)Company. Section 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 (a) as provided by applicable Law, (b) where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (c) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligation of the Company to such payees.

Insolvency. A. The portion of any risk or obligation assumed by In the Reinsurer, when such portion is ascertained, shall be payable on demand event of the Company at declared insolvency of the same time as Reinsured, and the Company shall pay its net retained portion appointment of such risk a domiciliary liquidator, receiver, conservator or obligationstatutory successor for the Reinsured, this reinsurance will be payable, with reasonable provision for verification before paymentverification, and directly to the reinsurance shall be payable by the ReinsurerReinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Company under the policy or policies reinsured Reinsured without diminution because of the insolvency of the Company. B. In Reinsured or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Reinsured has failed to pay all or a portion of any claims. C. It is agreedclaim. Every liquidator, howeverreceiver, that the liquidator or receiver conservator or statutory successor of the insolvent Company(ies) Reinsured or guaranty fund or association will give written notice to the Reinsurer of the pendency of a claim against involving the insolvent Company(ies) Reinsured indicating which of the underlying insurance contracts would involve possible liability on the policy part of the Reinsurer to the Reinsured or policies reinsured its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after such the claim is filed in the insolvency proceeding and that during conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of such claim any claim, the Reinsurer may investigate such claim the same and interpose, at its own expense, in the proceeding where such that claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) Reinsured, to its contract owner, or its liquidator or to any liquidator, receiver or statutory successor. The expense thus incurred by the Reinsurer will be chargeable, subject to court approval, against the insolvent Company(ies) as part successor of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company(ies) solely as a result of the defense undertaken by the Reinsurer. D. Where two Reinsured or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies).guaranty fund or

Insolvency. A. The portion (a) This Agreement will be applicable both before and after the commencement of any risk Insolvency or obligation assumed Liquidation Proceeding by or against any Grantor. The relative rights, as provided for in this Agreement, will continue after the Reinsurer, when commencement of any such portion is ascertained, shall be payable Insolvency or Liquidation Proceeding on demand the same basis as prior to the date of the Company at commencement of any such case, as provided in this Agreement. (b) The Collateral Trustee (on behalf of the same time as First-Out Secured Parties) and each First-Out Authorized Representative, for itself and on behalf of the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before paymentFirst-Out Secured Parties, and the reinsurance Collateral Trustee and the Last-Out Authorized Representatives (each on behalf of the Last-Out Secured Parties) agrees that because of, among other things, their differing rights to payment of the proceeds of the Collateral, the First-Out Obligations are fundamentally different from the Last-Out Obligations, are not substantially similar to the Last-Out Obligations within the meaning of Bankruptcy Code Section 1122(a), and must be separately classified from the Last-Out Obligations in any plan of reorganization proposed, confirmed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First-Out Secured Parties and the Last-Out Secured Parties in respect of the Collateral constitute only one secured claim or are properly classified in one class (rather than separate claims or classes of secured claims), then each of the Last-Out Secured Parties hereby acknowledges and agrees that all distributions shall be payable made in accordance with Section 3.4 of this Agreement and the First-Out Secured Parties shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Collateral in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees, costs, expenses, premiums, and other charges, irrespective of whether a claim for such amounts is allowed or allowable in such Insolvency or Liquidation Proceeding, before any distribution from, or in respect of, any Collateral is made in respect of the claims held by the ReinsurerLast-Out Secured Parties, with the Collateral Trustee and their applicable Last-Out Authorized Representative (each on behalf of the Last-Out Secured Parties) and the Last-Out Secured Parties acknowledging and agreeing to turn over to the First-Out Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this section and this Agreement, even if such turnover has the effect of reducing the claim or recovery of the Last-Out Secured Parties. (c) None of any Last-Out Authorized Representatives or any other Last-Out Secured Party (whether in the capacity of a secured creditor or an unsecured creditor) shall propose, vote in favor of, or otherwise directly or indirectly support any plan of reorganization that is inconsistent with the priorities or other provisions of this Agreement (including but not limited to Sections 7.20 and 3.4), other than (i) if such a plan classifies the claims held by the Last-Out Secured Parties with the claims held by the First-Out Secured Parties and such plan provides for treatment that, taking into account the turnover obligations under Section 7.20(b), would provide for the Discharge of First-Out Obligations on the basis effective date of such plan (or as soon thereafter as is reasonably practicable under the circumstances), or (ii) with the prior written consent of the liability First-Out Authorized Representatives. Furthermore, none of any Last-Out Authorized Representative or any other Last-Out Secured Party (whether in the Company under capacity of a secured creditor or an unsecured creditor) shall object to or contest (or support any other party in objection or contesting) a plan of reorganization or other dispositive restructuring plan on the policy or policies reinsured without diminution because of grounds that the insolvency of the CompanyFirst-Out Obligations and Last-Out Obligations are classified separately. B. In the event (d) Each Last-Out Authorized Representative, for itself and on behalf of the insolvency each other Last-Out Secured Party, agrees that (A) no Last-Out Authorized Representative nor any other Last-Out Secured Party will object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting) (i) any request by any First-Out Authorized Representative or any other First-Out Secured Party for adequate protection, including for payment of one post-petition interest, or more than one of the Companies(ii) any objection by any First-Out Authorized Representative or any other First-Out Secured Party to any motion, reinsurance under this Agreement shall be payable immediately on demandrelief, with reasonable provision for verification, action or proceeding based on the basis First-Out Authorized Representative or First-Out Secured Parties claiming a lack of claims allowed against adequate protection; and (B) the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) Last-Out Secured Parties will give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on the policy or policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that during the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expenseseek relief granting adequate protection, in the proceeding where such claim is to be adjudicated any defense case of liens or defenses which it may deem available claims granted as adequate protection only to the Company(ies) or its liquidator or receiver or statutory successor. The expense thus incurred by extent such protection is subordinate to, and subordinate to matching adequate protection in favor of, the Reinsurer will be chargeable, subject to court approval, against the insolvent Company(ies) as part claims of the expense First-Out Secured Parties. (e) Each Last-Out Authorized Representative, for itself and on behalf of liquidation each other Last-Out Secured Party, agrees that neither such Last-Out Authorized Representative nor any other Last-Out Secured Party shall oppose or seek to challenge any claim by any First-Out Authorized Representative or any other First-Out Secured Party for allowance or payment in any Insolvency or Liquidation Proceeding of First-Out Obligations consisting of post-petition interest or cash collateralization of all letters of credit to the extent of a proportionate share the value of the benefit which may accrue Liens securing the First-Out Obligations (it being understood that such value will be determined without regard to the Company(ies) solely as a result existence of the defense undertaken by the Reinsurer. D. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(iesLast-Out Obligations).

Insolvency. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one or more than one of the Companiesreinsured companies, this reinsurance under this Agreement shall be payable immediately on demanddirectly to the company or to its liquidator, with reasonable provision for verificationreceiver, conservator or statutory successor on the basis of claims allowed against the insolvent Company(ies) by any court liability of competent jurisdiction the company without diminution because of the insolvency of the company or by any because the liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on company indicating the policy or policies bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies)company. C. It is further understood and agreed that, in the event of the insolvency of one or more of the reinsured companies, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the company to such payees.

Insolvency. A. The portion 12.01 In the event of any risk or obligation assumed the insolvency of the Ceding Company, as determined by the Reinsurerregulatory agency responsible for such determination, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the all reinsurance shall will be payable by the Reinsurer, Reinsurer on the basis of the liability of the Ceding Company under the policy Business Reinsured hereunder directly to the liquidator, receiver or policies reinsured statutory successor of the Ceding Company, without diminution because of the insolvency of the Ceding Company. B. 12.02 In the event of the insolvency of one or more than one of the CompaniesCeding Company, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) will give written notice to the Reinsurer of the pendency of a claim all pending claims against the insolvent Company(ies) Ceding Company on the policy or any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that during the pendency of such proceeding. While a claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which it may deem available to the Company(ies) Ceding Company or its liquidator or liquidator, receiver or statutory successor. . 12.03 The expense thus expenses incurred by the Reinsurer will be chargeable, subject to court approval, against the insolvent Company(ies) Ceding Company as part of the expense of liquidation the insolvent Ceding Company to the extent of a proportionate share of the benefit which may accrue to the Company(ies) Ceding Company solely as a result of the defense undertaken by the Reinsurer. D. . Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies).Ceding Company. Principal First Reinsurance Agreement Between Hartford Life and Annuity Insurance Company and Swiss Re Life & Health America Inc. Effective July 24, 2008 <Page>

Insolvency. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one or more than one of the Companiesreinsured companies, this reinsurance under this Agreement shall be payable immediately on demanddirectly to the company or to its liquidator, with reasonable provision for verificationreceiver, conservator or statutory successor on the basis of claims allowed against the insolvent Company(ies) by any court liability of competent jurisdiction the company without diminution because of the insolvency of the company or by any because the liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will company shall give written notice Notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) company indicating the Policy or bond reinsured which claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the insolvent Company(ies)company. C. It is further understood and agreed that, in the event of the insolvency of one or more of the reinsured companies, the reinsurance under this Contract shall be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the company to such payees.

Insolvency. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the This reinsurance shall be payable by the Reinsurer, Reinsurer on the basis of the liability of the Company reinsured Company(ies) under the policy or policies Bonds reinsured hereunder without diminution diminution, because of the insolvency of the Company. B. In the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on to the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any its liquidator, receiver, or statutory successor successor. In the event of insolvency of one or more than one of the Company(ies) having authority to allow such claimsCompanies, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) will shall give written notice to the Reinsurer of the pendency of a claim filed against the insolvent Company(ies) on the policy Bond or policies Bonds reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that during proceeding. During the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which it may deem available to the Company(ies) or its liquidator or receiver or statutory successor. The expense expenses thus incurred by the Reinsurer will shall be chargeable, subject to court approval, against the insolvent Company(ies) as part of the expense of liquidation to the extent of a proportionate share of the benefit benefits which may accrue to the Company(ies) solely as a result of the defense so undertaken by the Reinsurer. D. Where two . Should one or more reinsurers than one of the Companies go into liquidation or should a receiver be appointed, the Reinsurer shall be entitled to deduct from any sums which may be or may become due to the Company(ies) any sums which are involved due to the Reinsurer by the Company(ies) and which are payable at a fixed or stated date under this Contract or under the Surety Quota Share Treaty or the Aggregate Stop Loss Reinsurance Contract between certain of the parties hereto to the full extent permitted by the laws of the insolvent party's state of domicile. It is further understood and agreed that, in the same claim event of the insolvency of one or more than one of the Companies, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company(ies) or to its liquidator, receiver or statutory successor, except a) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company(ies) or b) where the Reinsurer with the consent of the direct insured or insureds has assumed such Bond obligations of the Company(ies) as direct obligations of the Reinsurer to the payees under such Bonds and a majority in interest elect to interpose defense substitution for the obligations of the Company(ies) to such claimpayees. In no event shall anyone other than the parties to this Contract or, in the expense will be apportioned in accordance with event of one or more than one of the terms of Company's insolvency, its liquidator, receiver, or statutory successor, have any rights under this Agreement as though such expense had been incurred by the insolvent Company(ies)Contract.

Insolvency. A. The portion of any risk or obligation assumed by In the Reinsurer, when such portion is ascertained, shall be payable on demand event of the Company at insolvency of the same time as the Company shall pay its net retained portion of such risk or obligationCompany, with reasonable provision for verification before payment, and the this reinsurance shall be payable by directly to the ReinsurerCompany or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on Company indicating the policy or policies bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, 21\F7V1141 Page 16 conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the insolvent Company(ies)Company. C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company to such payees.

Insolvency. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one or more than one both of the Companiesreinsured companies, this reinsurance under this Agreement shall be payable directly to the company or to its liquidator, receiver, conservator or statutory successor immediately on upon demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court liability of competent jurisdiction the company without diminution because of the insolvency of the company or by any because the liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) company indicating the bond reinsured which claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the insolvent Company(iescompany. C. It is further understood and agreed that, in the event of the insolvency of one or both of the reinsured companies, the reinsurance under this Contract shall be payable directly by the Reinsurer to the company or to its liquidator, receiver, conservator or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except: 1. Where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the company; or 2. Where the Reinsurer with the consent of the direct insured or insureds has assumed such bond obligations of the company as direct obligations of the Reinsurer to the payees under such 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 or any beneficiary hereunder arising out of this Contract.

Insolvency. A. The portion of any risk or obligation assumed by If the ReinsurerInsurer becomes insolvent, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, Reinsurer on the basis of the liability of the Company Insurer under the policy or policies reinsured reinsured, without diminution because of the insolvency insolvency, directly to the Insurer or to its liquidator, receiver, or statutory successor, except as provided by Section 315 of the Company.New York Insurance Law or except: B. In (a) Where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of one or more than one the Insurer, and (b) Where the Reinsurer, with the consent of the Companiesdirect insured or insureds, reinsurance has assumed such policy obligations of the Insurer as direct obligations of the Reinsurer to the payees under this Agreement such policies and in substitution for the obligations of the Insurer to such payees. The Reinsurer shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) will give given written notice to the Reinsurer of the pendency of a each claim against the insolvent Company(ies) on Insurer which may involve the policy or policies reinsured reinsurance afforded by this Agreement within a reasonable time after such claim is filed in the insolvency proceeding and that during proceedings. The Reinsurer shall have the pendency of such claim the Reinsurer may right to investigate such claim and interpose, interpose at its own expense, expense in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which it may deem available to the Company(ies) Insurer or its liquidator or liquidator, receiver or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approval, against the insolvent Company(ies) Insurer as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company(ies) Insurer solely as a result of the defense undertaken by the Reinsurer. D. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies).

Insolvency. A. The portion For the purpose of this Agreement, PRUCO or MUNICH shall be deemed "insolvent" if it does one or more of the following: a. A court-appointed receiver, trustee, custodian, conservator, liquidator, government official or similar officer takes possession of the property or assets of either PRUCO or MUNICH; or b. Either PRUCO or MUNICH is placed in receivership, rehabilitation, liquidation, conservation, bankruptcy or similar status pursuant to the laws of any risk state or obligation assumed of the United States; or c. Either PRUCO or MUNICH becomes subject to an order to rehabilitate or an order to liquidate as defined by the Reinsurer, when such portion is ascertained, shall be payable on demand insurance code of the Company at jurisdiction of the same time domicile of PRUCO or MUNICH, as the Company shall pay its net retained portion of such risk or obligationcase may be. In the event that PRUCO is deemed insolvent, with reasonable provision for verification before payment, and the all reinsurance claims payable hereunder shall be payable by the Reinsurer, MUNICH on the basis of the PRUCO's liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement PRUCO. Such claims shall be payable immediately on demandby MUNICH directly to PRUCO, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, its liquidator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. successor. It is agreedunderstood, however, that in the event of such insolvency, the liquidator or receiver or statutory successor of the insolvent Company(ies) will PRUCO shall give written notice to the Reinsurer MUNICH of the pendency of a claim against the insolvent Company(ies) MUNICH on the policy or policies a risk reinsured hereunder within a reasonable time after such claim is filed in the insolvency proceeding proceeding. Such notice shall indicate the policy reinsured and that during whether the claim could involve a possible liability on the part of MUNICH. Failure to give such notice shall not excuse the obligation of MUNICH unless it is substantially prejudiced thereby. During the pendency of such claim the Reinsurer claim, MUNICH may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which it may deem available to the Company(ies) or PRUCO, its liquidator or liquidator, receiver or statutory successor. The It is further understood that the expense thus incurred by the Reinsurer will MUNICH shall be chargeable, subject to court approval, against the insolvent Company(ies) PRUCO as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company(ies) PRUCO solely as a result of the defense undertaken by MUNICH. In the Reinsurer. D. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claimevent MUNICH is deemed insolvent, the expense MUNICH will be apportioned bound by any legal directions imposed by its liquidator, conservator, or statutory successor. However, and if not in accordance conflict with such legal directions, PRUCO shall have the terms of right to cancel this Agreement as though with respect to occurrences taking place on or after the date MUNICH first evidences insolvency. Such right to cancel shall be exercised by providing MUNICH (or its liquidator, conservator, receiver or statutory successor) with a written notice of PRUCO's intent to recapture ceded business. If PRUCO exercises such expense had been right to cancel and recapture ceded business, such election shall be in lieu of any premature recapture fee. Upon such election, PRUCO shall be under no obligation to MUNICH , its liquidator, receiver or statutory successor; however, MUNICH , its liquidator, receiver or statutory successor shall be liable for all claims incurred by prior to the insolvent Company(ies)date of recapture.

Insolvency. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one or more than one of the Companiesreinsured companies, this reinsurance under this Agreement shall be payable immediately on demanddirectly to the company or to its liquidator, with reasonable provision for verificationreceiver, conservator or statutory successor on the basis of claims allowed against the insolvent Company(ies) by any court liability of competent jurisdiction the company without diminution because of the insolvency of the company or by any because the liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on company indicating the policy or policies bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the insolvent Company(ies)company. C. It is further understood and agreed that, in the event of the insolvency of one or more of the reinsured companies, the reinsurance under this Contract shall be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this (▇▇▇▇▇▇▇▇ LOGO) Contract specifically provides another payee of such reinsurance in the event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the company to such payees.

Insolvency. A. The 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, when such portion is ascertained, if required by applicable law) shall be payable on demand of directly to the Company at the same time as the Company shall pay Company, or to its net retained portion of such risk liquidator, receiver, conservator or obligationstatutory successor, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, either: (1) on the basis of the liability of the Company under Company, or (2) on the policy or policies reinsured 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. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the insolvent Company(ies)Company. D. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Contract, the reinsurance shall be payable as set forth above by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, (except as provided by Section 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (1) where the Contract specifically provides another payee in the event of the insolvency of the Company, or (2) where the Reinsurer, with the consent of the direct insured or insureds, has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of 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. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. ED 5/21/96 WILL▇▇▇ ▇▇▇ORPORATED REINSURANCE INTERMEDIARIES Page 11 of 12 (Q)/pc/jk 16 01-96-0922 Such payments by the Reinsurer shall be made directly to the Company or its liquidator, receiver or statutory successor, except where the contract of insurance or reinsurance provides another payee of such reinsurance in the event of the insolvency of the Company(ies). C. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) will give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on the policy or policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that during the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which it may deem available to the Company(ies) or its liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer will be chargeable, subject to court approval, against the insolvent Company(ies) as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company(ies) solely as a result of the defense undertaken by the Reinsurer. D. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies).

Insolvency. A. The portion 20.01 In the event of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand insolvency of the Company at the same time as the Company shall pay its net retained portion of such risk or obligationCompany, with reasonable provision for verification before payment, and the this reinsurance shall be payable by directly to the ReinsurerCompany or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. It 20.02 I t is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company indicating the Policy or bond reinsured which claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer within a reasonable time thirty (30) days after such claim is filed in the insolvency insolvency, conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies)Company. 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 obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligation of the Company to such payees.

Insolvency. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance under this Contract shall be payable by the Reinsurer, Reinsurer on the basis of the liability of one or more of the Company Companies under the policy Policy or policies Policies reinsured without diminution because of the insolvency of one or more of the Company. B. Companies reinsured or because the liquidator, receiver, conservator or statutory successor of the Company(ies) has failed to pay all or a portion of any claim. In the event of the insolvency of one or more than one of the CompaniesCompanies reinsured, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) will shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on the policy Policy or policies Policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that during the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which it may deem available to the Company(ies) or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, chargeable subject to court approval, approval against the insolvent Company(ies) as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company(ies) solely as a result of the defense undertaken by the Reinsurer. D. . 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 will shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the insolvent 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 Reinsurance in the event of the insolvency of the Company(ies) and (II) the Reinsurer with the consent of the direct 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 obligations of the Company(ies) as its direct obligations to the payees under such Policies, in substitution for the obligations of the Company(ies) to such payees.

Insolvency. A. The portion 12.01 In the event of any risk or obligation assumed the insolvency of the Ceding Company, as determined by the Reinsurerregulatory agency responsible for such determination, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the all reinsurance shall will be payable by the Reinsurer, Reinsurer on the basis of the liability of the Ceding Company under the policy Business Reinsured hereunder directly to the liquidator, receiver or policies reinsured statutory successor of the Ceding Company, without diminution because of the insolvency of the Ceding Company. B. 12.02 In the event of the insolvency of one or more than one of the CompaniesCeding Company, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) will give written notice to the Reinsurer of the pendency of a claim all pending claims against the insolvent Company(ies) Ceding Company on the policy or any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that during the pendency of such proceeding. While a claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which it may deem available to the Company(ies) Ceding Company or its liquidator or liquidator, receiver or statutory successor. . 12.03 The expense thus expenses incurred by the Reinsurer will be chargeable, subject to court approval, against the insolvent Company(ies) Ceding Company as part of the expense of liquidation the insolvent Ceding Company to the extent of a proportionate share of the benefit which may accrue to the Company(ies) Ceding Company solely as a result of the defense undertaken by the Reinsurer. D. . Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies).Ceding Company. Principal First Reinsurance Agreement Between Hartford Life and Annuity Insurance Company and Swiss Re Life & Health America Inc. Effective July 24, 2008

Insolvency. A. The portion of any risk or obligation assumed by In the Reinsurer, when such portion is ascertained, shall be payable on demand event of the Company at insolvency of the same time as the Company shall pay its net retained portion of such risk or obligationCompany, with reasonable provision for verification before payment, and the this reinsurance shall be payable by directly to the ReinsurerCompany or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency 36774-003 (Formerly PX60938) ▇▇▇▇▇▇ Eff: 03/01/03 of a claim against the insolvent Company(ies) Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer, within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership and that that, during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit benefit, which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. . Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense will shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the insolvent Company(ies)Company. In the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (a) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company or (b) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. 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. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one or more than one of the CompaniesCompany, this reinsurance under this Agreement shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor immediately on upon demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court liability of competent jurisdiction the Company without diminution because of the insolvency of the Company or by any because the liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on Company indicating the policy or policies bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the insolvent Company(ies)Company. C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (a) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company or (b) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company to such payees.

Insolvency. A. The 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, when such portion is ascertained, if required by applicable law) shall be payable on demand of directly to the Company at the same time as the Company shall pay Company, or to its net retained portion of such risk liquidator, receiver, conservator or obligationstatutory successor, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, either: (1) on the basis of the liability of the Company under Company, or (2) on the policy or policies reinsured 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. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator liquidator, receiver, conservator or receiver or Effective: October 1, 2010 U4VT0004 21 of 36 DOC: December 23, 2010 statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the insolvent Company(ies)Company. D. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Contract, the reinsurance shall be payable as set forth above by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, (except as provided by Section 4118(a)(I)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (1) where the Contract specifically provides another payee in the event of the insolvency of the Company, or (2) where the Reinsurer, with the consent of the direct insured or insureds, has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of 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. Effective: October 1, 2010 U4VT0004 22 of 36 DOC: December 23, 2010

Insolvency. A. The portion of any risk or obligation assumed by In the Reinsurer, when such portion is ascertained, shall be payable on demand event of the Company at insolvency of the same time as the Company shall pay its net retained portion of such risk or obligationCompany, with reasonable provision for verification before payment, and the this reinsurance shall be payable by directly to the ReinsurerCompany, or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a any claim against the insolvent Company(ies) on Company indicating the policy or policies reinsured bond reinsured, which claim would involve a possible liability on the part of the Reinsurer, within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. Where two or more reinsurers are involved . It is further understood and agreed that, in the same claim event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, except as provided by the applicable reinsurance regulation or except (a) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company or (b) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and a majority in interest elect to interpose defense substitution for the obligations of the Company to such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies)payees.

Insolvency. A. The portion In the event of any risk or obligation assumed insolvency of the CEDING COMPANY, all reinsurance under this AGREEMENT will be payable directly by the ReinsurerREINSURER to the CEDING COMPANY or to its liquidator, when such portion is ascertainedreceiver, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk conservator or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, statutory successor on the basis of the REINSURER's liability of to the Company under the policy or policies reinsured CEDING COMPANY without diminution because of the insolvency of the Company. B. In CEDING COMPANY or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor CEDING COMPANY has failed to pay all or a portion of any claimsclaim. C. It is agreedB. In the event of insolvency of the CEDING COMPANY, howeverthe liquidator, that the liquidator or receiver receiver, or statutory successor of the insolvent Company(ies) will give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on the policy or policies reinsured will, within a reasonable time after such the claim is filed in the insolvency proceeding and that during proceeding, give written notice to the pendency REINSURER of such all pending claims against the CEDING COMPANY on any contracts reinsured. While a claim is pending, the Reinsurer REINSURER may investigate such claim and interpose, at its own expense, in the proceeding proceedings where such the claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) CEDING COMPANY or its liquidator or receiver liquidator, receiver, or statutory successor. The expense thus incurred by the Reinsurer REINSURER will be chargeable, subject to court approval, approval against the insolvent Company(ies) CEDING COMPANY as part of the expense of liquidation to the extent of a proportionate share of the benefit which that may accrue to the Company(ies) CEDING COMPANY solely as a result of the defense undertaken by the Reinsurer. D. REINSURER. Where two or more reinsurers are involved participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement AGREEMENT as though such expense had been incurred by the insolvent Company(ies)CEDING COMPANY. C. If the REINSURER is not licensed or accredited to transact insurance or reinsurance in the Commonwealth of Massachusetts or if the Barbados branch does not hold a valid licence to transact reinsurance in Barbados, then the following shall apply: In the event of the failure of the REINSURER to perform its obligations under the terms of this AGREEMENT, the REINSURER, at the request of the CEDING COMPANY, shall submit to the jurisdiction of an alternative dispute resolution panel or any court of competent jurisdiction in any state of the United States, will comply with all requirements necessary to give such panel or court jurisdiction, and will abide by the final decision of such panel or court; and the REINSURER will designate the Commonwealth of Massachusetts Commissioner of Insurance or a designated attorney 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 CEDING COMPANY. D. In the event of insolvency of the CEDING COMPANY, the reinsurance shall be payable under a contract(s) reinsured by the REINSURER on the basis of claims filed and allowed in the liquidation proceeding, without diminution because of the insolvency of the CEDING COMPANY. The payments shall be made directly to the CEDING COMPANY or to its domiciliary liquidator, except: (1) where the contract of insurance or reinsurance specifically provides another payee of such reinsurance in the event of insolvency of the CEDING COMPANY, or (2) where the REINSURER, with the consent of the direct insured, has assumed the policy obligations of the CEDING COMPANY as direct obligations of the REINSURER to the payees under the policies and in substitution for the obligations of the CEDING COMPANY to the payees.

Insolvency. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one or more than one both of the Companiesreinsured companies, this reinsurance under this Agreement shall be payable immediately on demanddirectly to the company or to its liquidator, with reasonable provision for verificationreceiver, conservator or statutory successor on the basis of claims allowed against the insolvent Company(ies) by any court liability of competent jurisdiction the company without diminution because of the insolvency of the company or by any because the liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on company:indicating the policy or policies bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the insolvent Company(ies)company. C. It is further understood and agreed that, in the event of the insolvency of one or both of the reinsured companies, the reinsurance under this Contract shall be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the company to such payees.

Insolvency. A. The portion 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 risk state or obligation assumed 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 Reinsurer, when such portion is ascertained, shall be payable on demand insurance code of the Company at jurisdiction of the same time domicile of THE COMPANY or THE REINSURER, as the Company shall pay its net retained portion case may be. In the event of such risk the insolvency of THE COMPANY, all reinsurance ceded, renewed or obligation, with reasonable provision for verification before payment, and the reinsurance otherwise becoming effective under this Agreement shall be payable by the ReinsurerTHE REINSURER directly to THE COMPANY or to its liquidator, receiver, or statutory successor on the basis of the liability of the Company THE COMPANY under the policy contract or policies contracts reinsured without diminution because of the insolvency of the Company. B. In THE COMPANY. It is understood, however, that in the event of the insolvency of one or more than one of the CompaniesTHE COMPANY, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) THE COMPANY on the policy or policies reinsured reinsured within a reasonable time after such claim is filed in the insolvency proceeding proceeding, and that during the pendency of such claim the Reinsurer claim, THE REINSURER may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which it may deem available to the Company(ies) THE COMPANY or its is liquidator or receiver or statutory successor. The expense thus incurred by In the Reinsurer event of the insolvency of THE REINSURER, THE REINSURER will be chargeablebound by any legal directions imposed by its liquidator, subject conservator, or statutory successor. However, and if not in conflict with such legal directions, THE COMPANY shall have the right to court approvalcancel 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, against 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 insolvent Company(ies) as part pendency of the expense of liquidation any claim with an effective date prior to the extent date of a proportionate share of the benefit which may accrue recapture. THE REINSURER, its liquidator, receiver or statutory successor shall be liable for all claims incurred prior to the Company(ies) solely as a result date of recapture. THE REINSURER, its liquidator, receiver or statutory successor will also pay THE COMPANY the defense undertaken by unearned reinsurance premium within 30 days following the Reinsurerdate of recapture. D. 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 will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies).

Insolvency. A. The portion of any risk or obligation assumed by 12.1 In the Reinsurer, when such portion is ascertained, shall be payable on demand event of the Company at insolvency of the same time as the Company shall pay its net retained portion of such risk or obligationCompany, with reasonable provision for verification before payment, and the this reinsurance shall be payable by directly to the ReinsurerCompany or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. 12.2 It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company (indicating the Policy reinsured), which claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer, within a reasonable time thirty (30) days after such claim is filed in the insolvency insolvency, conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 12.3 Where two or more reinsurers are involved in the same claim and a majority in interest thereof elect to interpose defense any defenses to such claim, the expense will shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies)Company. 12.4 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, conservator or statutory successor, except (i) as provided by applicable law, (ii) where 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 payees.

Insolvency. A. The portion of any risk or obligation assumed by In the Reinsurer, when such portion is ascertained, shall be payable on demand event of the Company at insolvency of the same time as the Company shall pay its net retained portion of such risk or obligationCompany, with reasonable provision for verification before payment, and the this reinsurance shall be payable by directly to the ReinsurerCompany or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency 36772-003 (Formerly PX60937) ▇▇▇▇▇▇ Eff: 03/01/03 of a claim against the insolvent Company(ies) Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer, within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership and that that, during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit benefit, which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. . Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense will shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the insolvent Company(ies)Company. In the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (a) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company or (b) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. 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. A. The 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, when such portion is ascertained, if required by applicable law) shall be payable on demand of directly to the Company at the same time as the Company shall pay Company, or to its net retained portion of such risk liquidator, receiver, conservator or obligationstatutory successor, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, either: (1) on the basis of the liability of the Company under Company, or (2) on the policy or policies reinsured 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. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, Effective: January 1, 2009 Document Draft Date: February 10, 2009 Ullico Casualty Tracking No.: DRAFT Contract with Firm Order Terms receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the insolvent Company(ies)Company. D. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Contract, the reinsurance shall be payable as set forth above by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, (except as provided by Section 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (1) where the Contract specifically provides another payee in the event of the insolvency of the Company, or (2) where the Reinsurer, with the consent of the direct insured or insureds, has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Insurance of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy.

Insolvency. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one or more than one of the Companiesreinsured companies, this reinsurance under this Agreement shall be payable immediately on demanddirectly to the company or to its liquidator, with reasonable provision for verificationreceiver, conservator or statutory successor, on the basis of claims allowed against the insolvent Company(ies) by any court liability of competent jurisdiction the company without diminution because of the insolvency of the company or by any because the liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on company indicating the policy or policies bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) company solely as a result of the defense undertaken by the Reinsurer. D. Where two B. It is further understood and agreed that, in the event of the insolvency of one or more reinsurers are involved of the reinsured companies, the reinsurance under this Contract shall be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the same claim event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such bond or policy obligations of the company as direct obligations of the Reinsurer to the payees under such bonds or policies and a majority in interest elect to interpose defense substitution for the obligations of the company to such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies)payees.

Insolvency. A. The portion For the purpose of this Agreement, PRUCO OF NJ or AUSA shall be deemed “insolvent” if it does one or more of the following: a. A court-appointed receiver, trustee, custodian, conservator, liquidator, government official or similar officer takes possession of the property or assets of either PRUCO OF NJ or AUSA; or b. Either PRUCO OF NJ or AUSA is placed in receivership, rehabilitation, liquidation, conservation, bankruptcy or similar status pursuant to the laws of any risk state or obligation assumed of the United States; or c. Either PRUCO OF NJ or AUSA becomes subject to an order to rehabilitate or an order to liquidate as defined by the Reinsurer, when such portion is ascertained, shall be payable on demand insurance code of the Company at jurisdiction of the same time domicile of PRUCO OF NJ or AUSA, as the Company shall pay its net retained portion of such risk or obligationcase may be. In the event that PRUCO OF NJ is deemed insolvent, with reasonable provision for verification before payment, and the all reinsurance claims payable hereunder shall be payable by the Reinsurer, AUSA on the basis of the PRUCO OF NJ’s liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement PRUCO OF NJ. Such claims shall be payable immediately on demandby AUSA directly to PRUCO OF NJ, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, its liquidator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. successor. It is agreedunderstood, however, that in the event of such insolvency, the liquidator or receiver or statutory successor of the insolvent Company(ies) will PRUCO OF NJ shall give written notice to the Reinsurer AUSA of the pendency of a claim against the insolvent Company(ies) AUSA on the policy or policies a risk reinsured hereunder within a reasonable time after such claim is filed in the insolvency proceeding proceeding. Such notice shall indicate the policy reinsured and that during whether the claim could involve a possible liability on the part of AUSA. Failure to give such notice shall not excuse the obligation of AUSA unless it is substantially prejudiced thereby. During the pendency of such claim the Reinsurer claim, AUSA may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which it may deem available to the Company(ies) or PRUCO OF NJ, its liquidator or liquidator, receiver or statutory successor. The It is further understood that the expense thus incurred by the Reinsurer will AUSA shall be chargeable, subject to court approval, against the insolvent Company(ies) PRUCO OF NJ as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company(ies) PRUCO OF NJ solely as a result of the defense undertaken by AUSA . In the Reinsurer. D. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claimevent AUSA is deemed insolvent, the expense AUSA will be apportioned bound by any legal directions imposed by its liquidator, conservator, or statutory successor. However, and if not in accordance conflict with such legal directions, PRUCO OF NJ shall have the terms of right to cancel this Agreement as though with respect to occurrences taking place on or after the date AUSA first evidences insolvency. Such right to cancel shall be exercised by providing AUSA (or its liquidator, conservator, receiver or statutory successor) with a written notice of PRUCO OF NJ’s intent to recapture ceded business. If PRUCO OF NJ exercises such expense had been right to cancel and recapture ceded business, such election shall be in lieu of any premature recapture fee. Upon such election, PRUCO OF NJ shall be under no obligation to AUSA , its liquidator, receiver or statutory successor; however, AUSA , its liquidator, receiver or statutory successor shall be liable for all claims incurred by prior to the insolvent Company(ies)date of recapture.

Insolvency. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one or more than one both of the Companiesreinsured companies, this reinsurance under this Agreement shall be payable directly to the company or to its liquidator, receiver, conservator or statutory successor immediately on upon demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court liability of competent jurisdiction the company without diminution because of the insolvency of the company or by any because the liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) company indicating the bond reinsured which claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the insolvent Company(ies)company. C. It is further understood and agreed that, in the event of the insolvency of one or both of the reinsured companies, the reinsurance under this Contract shall be payable directly by the Reinsurer to the company or to its liquidator, receiver, conservator or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except: 1. Where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the company; or 2. Where the Reinsurer with the consent of the direct insured or insureds has assumed such bond obligations of the company as direct obligations of the Reinsurer to the payees under such 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.

Insolvency. A. The portion 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 risk state or obligation assumed 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 Reinsurer, when such portion is ascertained, shall be payable on demand insurance code of the Company at jurisdiction of the same time domicile of THE COMPANY or THE REINSURER, as the Company shall pay its net retained portion case may be. In the event of such risk the insolvency of THE COMPANY, all reinsurance ceded, renewed or obligation, with reasonable provision for verification before payment, and the reinsurance otherwise becoming effective under this Agreement shall be payable by the ReinsurerTHE REINSURER directly to THE COMPANY or to its liquidator, receiver, or statutory successor on the basis of the liability of the Company THE Y-UL/VUL II – 2005 – RGA - PICA COMPANY under the policy contract or policies contracts reinsured without diminution because of the insolvency of the Company. B. In THE COMPANY. It is understood, however, that in the event of the insolvency of one or more than one of the CompaniesTHE COMPANY, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) THE COMPANY on the policy or policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding proceeding, and that during the pendency of such claim the Reinsurer THE REINSURER may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which it may deem available to the Company(ies) THE COMPANY or its is liquidator or receiver or statutory successor. The expense thus incurred by In the Reinsurer event THE REINSURER is deemed insolvent, THE REINSURER will be chargeablebound by any legal directions imposed by its liquidator, subject conservator, or statutory successor. However, and if not in conflict with such legal directions, THE COMPANY shall have the right to court approvalcancel 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, against 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 insolvent Company(ies) as part pendency of the expense of liquidation any claim with an effective date prior to the extent date of a proportionate share of the benefit which may accrue recapture. THE REINSURER, its liquidator, receiver or statutory successor shall be liable for all claims incurred prior to the Company(ies) solely as a result date of recapture. THE REINSURER, its liquidator, receiver or statutory successor will also pay THE COMPANY the defense undertaken by unearned reinsurance premium within 30 days following the Reinsurerdate of recapture. D. 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 will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies).

Insolvency. A. The portion of any risk or obligation assumed by In the Reinsurer, when such portion is ascertained, shall be payable on demand event of the Company at insolvency of the same time as the Company shall pay its net retained portion of such risk or obligationCompany, with reasonable provision for verification before payment, and the this reinsurance shall be payable by directly to the ReinsurerCompany or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on Company indicating the policy or policies bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver 21\F7V1140 Schedule B liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the insolvent Company(ies)Company. C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company to such payees.

Insolvency. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one or more than one of the CompaniesCompany, reinsurance payments by the Reinsurer under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) Company by any court of competent jurisdiction or by any liquidator, receiver, or statutory successor of the Company(ies) having insolvent Company that has authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. B. Such payments by the Reinsurer shall be made directly to the Company or its liquidator, receiver or statutory successor, except as provided by Section 4118 (a) of the New York Insurance Law or except (a) where the Agreement specifically provides another payee of such payments in the event of the insolvency of the Company, or where (b) the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. C. It is agreed, however, that the liquidator or receiver liquidator, receiver, or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company on the policy Policy or policies reinsured Policies within a reasonable time after such claim is filed in the insolvency proceeding and that during the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approval, against the insolvent Company(ies) Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which that may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies).

Insolvency. A. The 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, when such portion is ascertained, if required by applicable law) shall be payable on demand of directly to the Company at the same time as the Company shall pay Company, or to its net retained portion of such risk liquidator, receiver, conservator or obligationstatutory successor, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, either: (1) on the basis of the liability of the Company under Company, or (2) on the policy or policies reinsured 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. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the insolvent Company(ies)Company. D. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Contract, the reinsurance shall be payable as set forth above by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, (except as provided by Section 4118(a)(1)(A) of the New York Insurance Law, provided the 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 (1) where the Contract specifically provides another payee in the event of the insolvency of the Company, or (2) where the Reinsurer, with the consent of the direct insured or insureds, has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Insurance of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy.

Insolvency. A. The portion of any risk or obligation assumed by (a) In the Reinsurer, when such portion is ascertained, shall be payable on demand event of the insolvency of the Ceding Company, all payments due the Ceding Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance under this Agreement shall be payable by the ReinsurerRetrocessionaire 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 reinsured, without diminution because of the insolvency of the Ceding Company. B. In . It is agreed and understood, however, (i) that in the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement Ceding Company the Retrocessionaire shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) will give given written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Ceding Company on the policy or policies reinsured Underlying Agreement within a reasonable time after such claim is filed in the insolvency proceeding and (ii) that during the pendency of such claim the Reinsurer Retrocessionaire may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which it may deem available to the Company(ies) Ceding Company or its liquidator or liquidator, receiver or statutory successor. The . (b) It is further understood that any expense thus incurred by the Reinsurer will Retrocessionaire shall be chargeable, subject to court approval, against the insolvent Company(ies) Ceding Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company(ies) Ceding Company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies)Ceding Company.

Insolvency. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one or more than one of the Companiesreinsured companies, this reinsurance under this Agreement shall be payable immediately on demanddirectly to the company or to its liquidator, with reasonable provision for verificationreceiver, conservator or statutory successor on the basis of claims allowed against the insolvent Company(ies) by any court liability of competent jurisdiction the company without diminution because of the insolvency of the company or by any because the liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on company indicating the policy or policies bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the insolvent Company(ies)company. C. It is further understood and agreed that, in the event of the insolvency of one or more of the reinsured companies, the reinsurance under this Contract shall be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the company to such payees. 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. A. The portion of any risk or obligation reinsurance made under this Agreement (which the parties understand and agree excludes the State Auto Mutual Reinsurance Book for such business assumed by the Reinsureron and after January 1, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance 2000) shall be payable by the Reinsurer, assuming reinsurer on the basis of the liability of the Company ceding insurer under the policy contract or policies contracts reinsured without diminution because of the insolvency of the Company. B. ceding insurer. In the event of the insolvency of one or more than one of the Companiesceding insurer, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) will such insurer shall give written notice to the Reinsurer assuming reinsurer of the pendency of a claim against the insolvent Company(ies) ceding insurer on the policy or policies bond reinsured within a reasonable time after such claim is filed in the insolvency proceeding and proceeding; that during the pendency of such claim the Reinsurer assuming reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which it may deem available to the Company(ies) ceding insurer or its liquidator or receiver or statutory successor. The successors; that the expense thus incurred by the Reinsurer will assuming reinsurer shall be chargeable, subject to court approval, against the insolvent Company(ies) ceding insurer as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company(ies) ceding insurer solely as a result of the defense undertaken by the Reinsurer. D. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense will be apportioned in accordance with the terms of assuming reinsurer. The reinsurance made effective under this Agreement as though such expense had been incurred shall be payable by the insolvent Company(ies)assuming reinsurer to the ceding insurer or to the liquidator, receiver or statutory successor of the ceding insurer.

Insolvency. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one the Company and the appointment of a liquidator or more than one of the Companiesreceiver, reinsurance due under this Agreement shall be payable immediately on demandpayable, with reasonable provision for verification, on the basis of the liability of the Company resulting from claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, or statutory successor of Company in the Company(ies) having authority to allow such claims, liquidation proceeding without diminution because of such insolvency liquidator or because such liquidator, receiver, or statutory successor receiver has failed to pay all or a portion of any claims. C. It is agreed. Payments by the Reinsurer as set forth above shall be made directly and exclusively to the Company or to its liquidator or receiver, howeverexcept as provided by subsection (a) of section 4118 of New York Insurance Law and except (a) where this Agreement specifies another payee in the event of the insolvency, that and (b) the Reinsurer, with the consent of the direct insureds, has assumed such policy obligations of the Company as direct obligations to the payees under such policies in substitution for the obligations of the Company to such payees. In the event of the insolvency of the Company, the liquidator or receiver or statutory successor of the insolvent Company(ies) will shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on the policy or Company under policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that during proceeding. During the pendency of such claim claim, the Reinsurer may has the right but not the duty to investigate such said claim and interposeinterpose in the proceeding where the claim is to be adjudicated, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which that it may deem available to the Company(ies) Company, or its liquidator or receiver or statutory successorreceiver. The expense thus incurred by the Reinsurer will be chargeablechargeable against the Company, subject to court approval, against the insolvent Company(ies) Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. . Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense will shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies)Company.

Insolvency. A. The portion of any risk or obligation assumed by A) In the Reinsurer, when such portion is ascertained, shall be payable on demand event of the Company at insolvency of the same time as the Company shall pay its net retained portion of such risk or obligationCompany, with reasonable provision for verification before payment, and the this reinsurance shall be payable by directly to the ReinsurerCompany or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company indicating the original policy reinsured which claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) Company as part apart of the expense of conservation or liquidation to the extent of a proportionate pro-rata share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurerreinsurer. D. 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 will 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 insolvent Company(ies)Company. C) It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (a) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company or (b) where the Reinsurer with consent of the direct insured or insureds has assumed such original contract obligation of the Company as direct obligations of the Reinsurer to the payees under such contracts and in substitution for the obligations of the Company to such payees.

Insolvency. A. The portion 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 risk state or obligation assumed 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 Reinsurer, when such portion is ascertained, shall be payable on demand insurance code of the Company at jurisdiction of the same time domicile of THE COMPANY or THE REINSURER, as the Company shall pay its net retained portion case may be. In the event of such risk the insolvency of THE COMPANY, all reinsurance ceded, renewed or obligation, with reasonable provision for verification before payment, and the reinsurance otherwise becoming effective under this Agreement shall be payable by the ReinsurerTHE REINSURER directly to THE COMPANY or to its liquidator, receiver, or statutory successor on the basis of the liability of the Company THE COMPANY under the policy contract or policies contracts reinsured without diminution because of the insolvency of the Company. B. In THE COMPANY. It is understood, however, that in the event of the insolvency of one or more than one of the CompaniesTHE COMPANY, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) THE COMPANY on the policy or policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding proceeding, and that during the pendency of such claim the Reinsurer THE REINSURER may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which it may deem available to the Company(ies) THE COMPANY or its is liquidator or receiver or statutory successor. The expense thus incurred by Failure to give such notice shall not excuse the Reinsurer obligation of the reinsurer unless it is substantially prejudiced thereby. In the event THE REINSURER is deemed insolvent, THE REINSURER will be chargeablebound by any legal directions imposed by its liquidator, subject conservator, or statutory successor. However, and if not in conflict with such legal directions, THE COMPANY shall have the right to court approval, against the insolvent Company(ies) as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company(ies) solely as a result of the defense undertaken by the Reinsurer. D. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense will be apportioned in accordance with the terms of cancel this Agreement as though with respect to occurrences taking place on or after the date THE REINSURER first evidences insolvency. Such right to cancel shall be exercised by providing THE REINSURER (or its liquidator, conservator, receiver or statutory successor) with a written notice of THE COMPANY's intent to recapture ceded business. If THE COMPANY exercises such expense had been incurred by the insolvent Company(ies)right to cancel and recapture ceded business, such election shall be in lieu of any premature recapture fee. Upon such election, THE COMPANY shall be under no obligation to THE REINSURER, its liquidator, receiver or statutory successor.

Insolvency. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one the Company and the appointment of a liquidator or more than one of the Companiesreceiver, reinsurance due under this Agreement shall be payable immediately on demandpayable, with reasonable provision for verification, on the basis of the liability of the Company resulting from claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, or statutory successor of Company in the Company(ies) having authority to allow such claims, liquidation proceeding without diminution because of such insolvency liquidator or because such liquidator, receiver, or statutory successor receiver has failed to pay all or a portion of any claims. C. It is agreed. Payment by the Reinsurer as set forth above shall be made directly and exclusively to the Company or its liquidator or receiver, howeverexcept as provided by subsection (a) of Section 4118 of New York Insurance Law or except (a) where this Agreement specifies another payee in the event of the insolvency, that and (b) the Reinsurer, with the consent of the direct insureds, has assumed such policy obligations of the Company as direct obligations to the payees under such policies in substitution for the obligations of the Company to such payees. In the event of the insolvency of the Company, the liquidator or receiver or statutory successor of the insolvent Company(ies) will shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on the policy or Company under policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that during proceeding. During the pendency of such claim claim, the Reinsurer may has the right but not the duty to investigate such said claim and interposeinterpose in the proceeding where the claim is to be adjudicated, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which that it may deem available to the Company(ies) Company, or its liquidator or receiver or statutory successorreceiver. The expense thus incurred by the Reinsurer will be chargeablechargeable against the Company, subject to court approval, against the insolvent Company(ies) Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. . 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 will shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies)Company.

Insolvency. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one or more than one of the CompaniesCompany, the reinsurance under subject to this Agreement shall be payable to the Company or to its liquidator, receiver, conservator or statutory successor immediately on upon demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court liability of competent jurisdiction the Company without diminution because of the insolvency of the Company or by any because the liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company indicating the policy reinsured which claim would involve a possible liability on the policy or policies reinsured part of Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim the claim, Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this the Agreement as though such expense had been incurred by the insolvent Company(ies)Company. C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under the Agreement shall be payable directly by Reinsurer to the Company or to its liquidator, receiver or statutory successor, or except (1) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company or (2) where Reinsurer with the consent of the direct insured or insureds has assumed in writing such policy obligations of the Company as direct obligations of Reinsurer to the payees under such policies and in substitution for the obligations of the Company to such payees. Quota Share Reinsurance Agreement Originally Effective: April 15, 2006

Insolvency. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the This reinsurance shall be payable by the Reinsurer, Reinsurer on the basis of the liability of the Company reinsured Company(ies) under the policy or policies Bonds reinsured hereunder without diminution diminution, because of the insolvency of the Company. B. In the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on to the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any its liquidator, receiver, or statutory successor successor. In the event of insolvency of one or more than one of the Company(ies) having authority to allow such claimsCompanies, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) will shall give written notice to the Reinsurer of the pendency of a claim filed against the insolvent Company(ies) on the policy Bond or policies Bonds reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that during proceeding. During the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which it may deem doom available to the Company(ies) or its liquidator or receiver or statutory successor. The expense expenses thus incurred by the Reinsurer will shall be chargeable, subject to court approval, against the insolvent Company(ies) as part of the expense of liquidation to the extent of a proportionate share of the benefit benefits which may accrue to the Company(ies) solely as a result of the defense so undertaken by the Reinsurer. D. Where two . Should one or more reinsurers than one of the Companies go into liquidation of should a receiver be appointed, the Reinsurer shall be entitled to deduct from any sums which may be or may become due to the Company(ies) any sums which are involved due to the Reinsurer by the Company(ies) and which are payable at a fixed or stated date under this Contract or under the Surety Quota Share Treaty or the Aggregate Stop Loss Reinsurance Contract between certain of the parties hereto to the full extent permitted by the laws of the insolvent party's state of domicile. It is further understood and agreed that, in the same claim event of the insolvency of one or more than one of the Companies, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company(ies) or to Its liquidator, receiver or statutory successor, except a) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company(ies) or b) where the Reinsurer with the consent of the direct insured or insureds has assumed such Bond obligations of the Company(ies) as direct obligations of the Reinsurer to the payees under such Bonds and a majority in interest elect to interpose defense substitution for the obligations of the Company(ies) to such claimpayees. In no event shall anyone other than the parties to this Contract or, in the expense will be apportioned in accordance with event of one or more than one of the terms of Company's insolvency, its liquidator receiver, or statutory successor, have any rights under this Agreement as though such expense had been incurred by the insolvent Company(ies)Contract.

Insolvency. A. The portion of any risk or obligation assumed by In the Reinsurer, when such portion is ascertained, shall be payable on demand event of the Company at insolvency of the same time as the Company shall pay its net retained portion of such risk or obligationCompany, with reasonable provision for verification before payment, and the this reinsurance shall be payable by directly to the ReinsurerCompany or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on Company indicating the policy or policies bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the 20\F7V1101Page 15 Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the insolvent Company(ies)Company. C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company to such payees.

Insolvency. A. The portion 12.01 In the event of any risk or obligation assumed the insolvency of the Ceding Company, as determined by the Reinsurerregulatory agency responsible for such determination, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the all reinsurance shall will be payable by the Reinsurer, Reinsurer on the basis of the liability of the Ceding Company under the policy Business Reinsured hereunder directly to the liquidator, receiver or policies reinsured statutory successor of the Ceding Company, without diminution because of the insolvency of the Ceding Company. B. 12.02 In the event of the insolvency of one or more than one of the CompaniesCeding Company, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) will give written notice to the Reinsurer of the pendency of a claim all pending claims against the insolvent Company(ies) Ceding Company on the policy or any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that during the pendency of such proceeding. While a claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which it may deem available to the Company(ies) Ceding Company or its liquidator or liquidator, receiver or statutory successor. . 12.03 The expense thus expenses incurred by the Reinsurer will be chargeable, subject to court approval, against the insolvent Company(ies) Ceding Company as part of the expense of liquidation the insolvent Ceding Company to the extent of a proportionate share of the benefit which may accrue to the Company(ies) Ceding Company solely as a result of the defense undertaken by the Reinsurer. D. . Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies).Ceding Company. Principal First Reinsurance Agreement Between Hartford Life Insurance Company and Swiss Re Life & Health America Inc. Effective July 24, 2008 <Page>

Insolvency. A. The 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, when such portion is ascertained, if required by applicable law) shall be payable on demand of directly to the Company at the same time as the Company shall pay Company, or to its net retained portion of such risk liquidator, receiver, conservator or obligationstatutory successor, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, either: (1) on the basis of the liability of the Company under Company, or (2) on the policy or policies reinsured 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. B. In Company or because the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator Effective: January 1, 2013 DOC: January 17, 2013 U1G30006-01 18 of 26 or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor Company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which that it may deem available to the Company(ies) Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company(ies) Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company(ies) Company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the insolvent Company(iesCompany. D. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Contract, the reinsurance shall be payable as set forth above by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, (except as provided by Section 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies).

Insolvency. A. The portion 1. In the event of any risk or obligation assumed (i) the insolvency, (ii) a finding by the Reinsurercommissioner that conditions set forth in subdivision (d) or (i) of California Insurance Code Section 1011, when such portion is ascertained(iii) a Regulatory Action Level Event as defined in California Insurance Code Section 739.4, shall be payable on demand or (iv) any other event which permits the appointment of a liquidator, receiver, conservator or statutory successor has occurred with respect to the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before paymentApplicable Company, and the appointment of a liquidator, receiver, conservator or statutory successor of any Applicable Company, this reinsurance shall be payable by the Reinsurerdirectly to such Applicable Company, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one to its liquidator, receiver, conservator or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verificationstatutory successor, on the basis of claims allowed against the insolvent Company(ies) Applicable Company by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company(ies) Applicable Company having authority to allow such those claims, without diminution because of such the insolvency or events describe in subsections (ii) through (iv), above, of the Applicable Company or because such the liquidator, receiver, conservator or statutory successor of the Applicable Company has failed to pay all or a portion of any claims. C. claim. Payments by the reinsurer shall be made directly to the ceding insurer or to its liquidator, receiver, conservator or statutory successor, except where 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. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) Applicable Company will give written notice to the Reinsurer of the pendency of a claim Claim against the insolvent Company(ies) Applicable Company indicating the Eligible Policy reinsured, which Claim would involve a possible liability on the policy or policies reinsured part of the Reinsurer within a reasonable time after such claim Claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim Claim, the Reinsurer may investigate such claim Claim and interpose, at its own expense, in the proceeding where such claim Claim is to be adjudicated any defense or defenses which that it may deem available to the Company(ies) Applicable Company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, payable subject to court approval, against approval out of the estate of the insolvent Company(ies) Applicable Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company(ies) ceding insurer in conservation or liquidation, solely as a result of the defense undertaken by the Reinsurer. D. 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 will be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the insolvent Company(ies)Applicable Company.

Insolvency. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the This reinsurance shall be payable by the Reinsurer, Reinsurer on the basis of the liability of the Company reinsured Company(ies) under the policy or policies Bonds reinsured hereunder without diminution diminution, because of the insolvency of the Company. B. In the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on to the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any its liquidator, receiver, or statutory successor successor. In the event of insolvency of one or more than one of the Company(ies) having authority to allow such claimsCompanies, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent Company(ies) will shall give written notice to the Reinsurer of the pendency of a claim filed against the insolvent Company(ies) on the policy Bond or policies Bonds reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that during proceeding. During the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which it may deem available to the Company(ies) or its liquidator or receiver or statutory successor. The expense expenses thus incurred by the Reinsurer will shall be chargeable, subject to court approval, against the insolvent Company(ies) as part of the expense of liquidation to the extent of a proportionate share of the benefit benefits which may accrue to the Company(ies) solely as a result of the defense so undertaken by the Reinsurer. D. Where two . Should one or more reinsurers than one of the Companies go into liquidation or should a receiver be appointed, the Reinsurer shall be entitled to deduct from any sums which may be or may become due to the Company(ies) any sums which are involved due to the Reinsurer by the Company(ies) and which are payable at a fixed or stated date under this Contract, the Surety Excess of Loss Reinsurance Contract, the Certificates of Facultative Reinsurance, the Surety Quota Share Treaty or the Aggregate Stop Loss Reinsurance Contract between certain of the parties hereto to the full extent permitted by the laws of the insolvent party's state of domicile. It is further understood and agreed that, in the same claim event of the insolvency of one or more than one of the Companies, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company(ies) or to its liquidator, receiver or statutory successor, except a) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company(ies) or b) where the Reinsurer with the consent of the direct insured or insureds has assumed such Bond obligations of the Company(ies) as direct obligations of the Reinsurer to the payees under such Bonds and a majority in interest elect to interpose defense substitution for the obligations of the Company(ies) to such claimpayees. In no event shall anyone other than the parties to this Contract or, in the expense will be apportioned in accordance with event of one or more than one of the terms of Company's insolvency, its liquidator, receiver, or statutory successor, have any rights under this Agreement as though such expense had been incurred by the insolvent Company(ies)Contract.

Insolvency. A. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one or more than one of the Companiesreinsured companies, this reinsurance under this Agreement shall be payable immediately on demanddirectly to the company or to its liquidator, with reasonable provision for verificationreceiver, conservator or statutory successor on the basis of claims allowed against the insolvent Company(ies) by any court liability of competent jurisdiction the company without diminution because of the insolvency of the company or by any because the liquidator, receiver, conservator or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor company has failed to pay all or a portion of any claims. C. claim. It is agreed, however, that the liquidator or receiver liquidator, receiver, conservator or statutory successor of the insolvent Company(ies) will company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on company indicating the policy or policies bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated adjudicated, any defense or defenses which that it may deem available to the Company(ies) company or its liquidator or receiver liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company(ies) company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company(ies) company solely as a result of the defense undertaken by the Reinsurer. D. 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 will shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the insolvent Company(iescompany. C. It is further understood and agreed that, in the event of the insolvency of one or more of the reinsured companies, the reinsurance under this Contract shall be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the company to such payees. 06\M2U1137 (▇▇▇▇▇▇▇▇ LOGO).