Common use of Insolvency Clause in Contracts

Insolvency. 13.01 In the event of insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 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. 13.01 A. In the event of the insolvency of the Companyreinsured company, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without company with diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 13.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 13.04 B. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees.

Insolvency. 13.01 (a) In the event of insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidatorCeding Companies, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 It it is agreed, however, agreed that the liquidator, receiver, conservator or statutory successor of the Company Ceding Companies shall give written notice to the Reinsurer of the pendency of a claim against the Company Ceding Companies indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company Ceding Companies or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company Ceding Companies as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company Ceding Companies solely as a result of the defense undertaken by the Reinsurer. 13.03 (b) Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the CompanyCeding Companies. 13.04 (c) It is further understood and agreed that, in the event of the insolvency of the CompanyCeding Companies, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company Ceding Companies or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii1) where the this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Ceding Companies or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company Ceding Companies as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company Ceding Companies to such payees.

Insolvency. 13.01 For the purpose of this Agreement, THE COMPANY or THE REINSURER shall be deemed “insolvent” if it does one or more of the following occurs: a. A court-appointed receiver, trustee, custodian, conservator, liquidator, government official or similar officer takes possession of the property or assets of either THE COMPANY or THE REINSURER; or b. Either THE COMPANY or THE REINSURER is placed in receivership, rehabilitation, liquidation, conservation, bankruptcy or similar status pursuant to the laws of any state or of the United States; or c. Either THE COMPANY or THE REINSURER becomes subject to an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the domicile of THE COMPANY or THE REINSURER, as the case may be. In the event of the insolvency of the CompanyTHE COMPANY, all claims payable under this reinsurance Agreement shall be payable by THE REINSURER directly to the Company THE COMPANY or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of THE COMPANY under the Company contract or contracts reinsured without diminution because of the insolvency of THE COMPANY. It is understood, however, that in the Company event of the insolvency of THE COMPANY, the liquidator or because the liquidator, receiver, conservator receiver or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating THE COMPANY on the policy or bond reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivershipinsolvency proceeding, and that during the pendency of such claim, the Reinsurer . THE REINSURER may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Company THE COMPANY or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer THE REINSURER shall be chargeable, subject to the approval of the Courtcourt approval, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 Where two or more reinsurers are involved THE COMPANY in the same proportion as would have been in effect had the claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned been adjudicated in accordance with the terms provisions set forth in the “Claim Expense” provision of the treaty. In the event THE REINSURER is deemed insolvent, THE REINSURER will be bound by any legal directions imposed by its liquidator, conservator, or statutory successor. However, and if not in conflict with such legal directions, THE COMPANY shall have the right to cancel this Agreement as though such expense had been incurred by with respect to occurrences taking place on or after the Company. 13.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement date THE REINSURER first evidences insolvency. Such right to cancel shall be payable directly exercised by providing THE REINSURER (or its liquidator, conservator, receiver or statutory successor) with a written notice of THE COMPANY’s intent to recapture ceded business. If THE COMPANY exercises such right to cancel and recapture ceded business, such election shall be in lieu of any premature recapture fee. Upon such election, THE COMPANY would still be liable for any unpaid premium and responsible to report the Reinsurer pendency of any claim with an effective date prior to the Company or to date of recapture. THE REINSURER, its liquidator, receiver or statutory successorsuccessor shall be liable for all claims incurred prior to the date of recapture. THE REINSURER, except (i) as provided by applicable lawits liquidator, (ii) where receiver or statutory successor will also pay THE COMPANY the Agreement specifically provides another payee unearned reinsurance premium within 30 days following the date of such reinsurance recapture. If at any point in the event future during the term of this Agreement, THE REINSURER is deemed insolvent, THE COMPANY’s right of recapture in Section 21 of this Agreement will be triggered unless THE REINSURER elects to, and does, provide, on a timely basis, security in the insolvency form of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and Assets in substitution Trust for the obligation benefit of THE COMPANY. If THE REINSURER elects to furnish security in the Company form of Assets in Trust to such payeesavoid THE COMPANY’s right of recapture under Section 21 of this Agreement, the trust must meet the requirements set forth in Sections 16 of Schedule A attached hereto.

Insolvency. 13.01 In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability amount of the Company claims allowed in the insolvency proceeding without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed or is unable to pay all or a portion of any claims. 13.02 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, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured Insurance Contract which claim would involve involves a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivershipreceivership and that, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense expenses thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court’s approval, against the Company as part of the expense of the conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 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. 13.01 1. In the event of the insolvency of the Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this reinsurance Agreement shall be payable by Swiss Re America directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the contract or contracts reinsured without diminution because of the insolvency of the Company or because Company. It is understood, however, that in the event of the insolvency of the Company, the liquidator, receiver, conservator receiver or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company indicating on the policy or bond reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvencyinsolvency proceeding and that, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer Swiss Re America may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that which it may deem available to the Company or to its liquidator, receiver, conservator receiver or statutory successor. 2. The It is further understood that the expense thus incurred by the Reinsurer Swiss Re America shall be chargeable, subject to the approval of the Courtcourt approval, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 Swiss Re America. Where two or more reinsurers assuming insurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this the Reinsurance Agreement as though such expense had been incurred by the Company. 13.04 It is further understood and agreed that, in 3. In the event of the insolvency of Swiss Re America and the Companyappointment of receivers therefor, the liability of Swiss Re America shall not terminate but shall continue with respect to the reinsurance under this Agreement shall be payable directly ceded to Swiss Re America by the Reinsurer Company prior to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee date of such reinsurance insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the event name of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.Swiss Re America. SWISS RE AMERICA

Insolvency. 13.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor successor, with reasonable provision for verification, on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer.. Casualty Catastrophe XOL Contract 21 13.03 B. Where two or more subscribing reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Company. 13.04 C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator, or statutory successor, except (i) as provided by applicable law, (iiSection 4118(a) of the New York Insurance Law or except 1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iiior 2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees payee under such policies Policies and in substitution for the obligation obligations of the Company to such payees. D. In the event of the insolvency of any company or companies listed in the designation of “Company” under this Contract, this Article shall apply only to the insolvent company or companies.

Insolvency. 13.01 A. If more than one reinsured company is referenced within the definition of “Company” in the Preamble to this Contract, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 C. Where two (2) or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the Company. 13.04 It is further understood and agreed thatD. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, (except (i) as provided by applicable lawSection 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (ii1) where the Agreement Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Financial Services of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy.

Insolvency. 13.01 16.1 In the event of the insolvency of the Company, Ceding Company or its successor in interest this reinsurance shall be payable directly to the Company Ceding Company, or directly to its liquidator, receiver, conservator or statutory successor successor, on the basis of the liability of the Ceding Company without diminution because of the insolvency of the Ceding Company or because the liquidator, receiver, conservator or statutory successor of the Ceding Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Ceding Company shall give written notice to the Reinsurer of the pendency of a the claim against the Ceding Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, interpose at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Ceding Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Ceding Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. 13.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 13.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement 16.2 The Reinsurance shall be payable directly by the Reinsurer to the Ceding Company or to its liquidator, receiver receiver, conservator or statutory successor, except (i) as provided by applicable law, section 4118 (iia) of the New York Insurance Law or except (a) where the Agreement policy specifically provides provided another payee of such reinsurance in the event of the insolvency of the Ceding Company and (iiib) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Ceding Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Ceding Company to such payees.

Insolvency. 13.01 For the purpose of this Agreement, THE COMPANY or THE REINSURER shall be deemed “insolvent” if one or more of the following occurs: a. A court-appointed receiver, trustee, custodian, conservator, liquidator, government official or similar officer takes possession of the property or assets of either THE COMPANY or THE REINSURER; or b. Either THE COMPANY or THE REINSURER is placed in receivership, rehabilitation, liquidation, conservation, bankruptcy or similar status pursuant to the laws of any state or of the United States; or c. Either THE COMPANY or THE REINSURER becomes subject to an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the domicile of THE COMPANY or THE REINSURER, as the case may be. In the event of the insolvency of the CompanyTHE COMPANY, all reinsurance ceded, renewed or otherwise becoming effective under this reinsurance Agreement shall be payable by THE REINSURER directly to the Company THE COMPANY or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of THE COMPANY under the Company contract or contracts reinsured without diminution because of the insolvency of THE COMPANY. It is understood, however, that in the Company event of the insolvency of THE COMPANY, the liquidator or because the liquidator, receiver, conservator receiver or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating THE COMPANY on the policy or bond reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivershipinsolvency proceeding, and that during the pendency of such claim, the Reinsurer claim THE REINSURER may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to THE COMPANY or is liquidator or receiver or statutory successor. In the Company event THE REINSURER is deemed insolvent, THE REINSURER will be bound by any legal directions imposed by its liquidator, conservator, or statutory successor. However, and if not in conflict with such legal directions, THE COMPANY shall have the right to cancel this Agreement with respect to occurrences taking place on or after the date THE REINSURER first evidences insolvency. Such right to cancel shall be exercised by providing THE REINSURER (or its liquidator, receiverconservator, conservator receiver or statutory successor) with a written notice of THE COMPANY’s intent to recapture ceded business. The expense thus incurred by the Reinsurer If THE COMPANY exercises such right to cancel and recapture ceded business, such election shall be chargeablein lieu of any premature recapture fee. Upon such election, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 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 THE COMPANY shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 13.04 It is further understood and agreed thatunder no obligation to THE REINSURER, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor; however, except THE REINSURER, its liquidator, receiver or statutory successor shall be liable for all claims incurred prior to the date of recapture. THE REINSURER, its liquidator, receiver or statutory successor will also pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. If at any point in the future during the term of this Agreement, THE REINSURER is deemed insolvent as specified in clauses (i) as provided by applicable lawa), (iib), or (c) where the Agreement specifically provides another payee above, then THE COMPANY’s right of such reinsurance recapture will be triggered unless THE REINSURER elects to, and does, provide on a timely basis, additional security in the event form of (1) a letter of credit that meets the insolvency requirements set forth in the ‘Letter of Credit Provisions’ of Schedule A and/or (2) amounts to be held on deposit as set forth in the Company and (iii) where the Reinsurer with the consent ‘Funds Withheld Provisions’ of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.Schedule A.

Insolvency. 13.01 A. In the event of the insolvency of one or more than one of the CompanyCompanies reinsured hereunder, this reinsurance shall be payable directly to the Company Company(ies) or to its liquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the liability of the Company Company(ies) without diminution because of the insolvency of one or more than one of the Company Companies or because the liquidator, receiver, conservator or statutory successor of the Company Company(ies) has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company Company(ies) shall give written notice to the Reinsurer of the pendency of a claim against the Company Company(ies) indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company Company(ies) or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company Company(ies) as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company Company(ies) solely as a result of the defense undertaken by the Reinsurer. 13.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the CompanyCompany(ies). 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. 13.01 12.01 In the event of the Ceding Company's insolvency and the appointment of a conservator, liquidator, or statutory successor, the Company, this reinsurance portion of any risk or obligation assumed by the Reinsurer shall be payable directly to the Company or to its conservator, liquidator, receiver, conservator or statutory successor on the basis of claims allowed against the liability Ceding Company by any court of the Company without diminution because of the insolvency of the Company competent jurisdiction or because the by any conservator, liquidator, receiver, conservator or statutory successor of the Company company having authority to allow such claims, without diminution because of that insolvency, or because the conservator, liquidator, or statutory successor has failed to pay all or a portion of any claims. 13.02 It is agreed. Payments by the Reinsurer as set forth in this Section shall be made directly to the Ceding Company or to its conservator, however, that the liquidator, receiveror statutory successor, conservator except where the contract of insurance or reinsurance specifically provides another payee of such reinsurance in the event of the Ceding Company's insolvency. Treaty No. 3188-10 Effective 08/01/2002 12.02 In the event of the Ceding Company's insolvency, the conservator, liquidator, or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Ceding Company indicating the policy or bond on any policies reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claim, the filed. The Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that which it may deem available to the Ceding Company or its conservator, liquidator, receiver, conservator or statutory successor. . 12.03 The expense thus expenses incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the Ceding Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Ceding Company in conservation or liquidation, solely as a result of the defense undertaken by the Reinsurer. 13.03 . Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense or defenses to such this claim, the expense shall be apportioned in accordance with the terms of this Agreement shared as though such expense had been incurred by the Ceding Company. 13.04 It is further understood and agreed that, in 12.04 In the event of the insolvency Reinsurer's insolvency, the Ceding Company may cancel the Agreement for future new business and will notify the Reinsurer in writing of its intent. The parties agree to waive the notification period for this cancellation, and the effective date will be no earlier than the effective date of the CompanyReinsurer's insolvency. Upon giving written notice to the Reinsurer, the reinsurance under this Agreement shall be payable directly Ceding Company may also recapture all of the inforce business reinsured by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in under this Agreement. In the event of the insolvency of the Ceding Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payeesexercises this recapture option, Article 9 Recapture will apply.

Insolvency. 13.01 A. If more than one company is referenced within the definition of “Company” in the Preamble to this Contract, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance coverage (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may Effective: June 1, 2021 DOC: July 8, 2021 UBWP0006 13 of 22 deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 C. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the Company. 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. 13.01 In the event of the insolvency of the a Company, this reinsurance as to Fronted Policies issued by such Company shall be payable directly to the such Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability amount of the Company claims allowed in the insolvency proceeding without diminution because of the insolvency of the such Company or because the liquidator, receiver, conservator or statutory successor of the such Company has failed or is unable to pay all or a portion of any claims. 13.02 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, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the such Company indicating the policy or bond reinsured Fronted Policy which claim would involve involves a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivershipreceivership and that, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the such Company or its liquidator, receiver, conservator or statutory successor. The expense expenses thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court’s approval, against the such Company as part of the expense of the conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the such Company solely as a result of the defense undertaken by the Reinsurer. 13.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 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. 13.01 In the event of the insolvency of the Company, this reinsurance shall be payable by the Reinsurer directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator conservator, or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator conservator, or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator conservator, or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 . Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement their respective reinsurance agreements as though such expense had been incurred by the Company. 13.04 It is further understood and agreed that, in the event of the insolvency of the Company, the . The reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator, or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (iia) where the Agreement agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company Company, and (iiib) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 13.01 A. If more than one company is referenced within the definition of “Company” in the Preamble to this Contract, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance coverage (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible Effective: June 1, 2021 DOC: July 13, 2021 UBWP0006C 13 of 23 liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 C. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the Company. 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. 13.01 In the event of the insolvency of the Company, reinsurance under this reinsurance Contract shall be payable directly by the Reinsurer on the basis of the liability of the Company under Policy or Policies reinsured without diminution because of the insolvency of the Company, to the Company or to its liquidator, receiver, conservator or statutory successor on the basis except as provided by Section 4118(a) of the liability New York Insurance Law or except when the Contract specifically provides another payee of such reinsurance in the Company without diminution because event of the insolvency of the Company or because when the liquidator, receiver, conservator Reinsurer with the consent of the direct insured or statutory successor insureds has assumed such Policy obligations of the Company has failed 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. 13.02 the Company to such payees. It is agreed, however, that the liquidator, receiver, conservator liquidator or receiver or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer Policy or Policies reinsured within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated insolvency proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where when such claim is to be adjudicated, any defense or defenses that which it may deem available to the Company or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 Where . When two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the insolvent Company. 13.04 It is further understood and agreed that, in . In the event of the insolvency of any company or companies included in the designation of "Company, the reinsurance under ," this Agreement shall be payable directly by the Reinsurer clause will apply only to the Company insolvent company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payeescompanies.

Insolvency. 13.01 A. In the event of the insolvency of one or more than one of the CompanyCompanies reinsured hereunder, this reinsurance shall be payable directly to the Company Company(ies) or to its liquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the liability of the Company Company(ies) without diminution because of the insolvency of one or more than one of the Company Companies or because the liquidator, receiver, conservator or statutory successor of the Company Company(ies) has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company Company(ies) shall give written notice to the Reinsurer of the pendency of a claim against the Company Company(ies) indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company Company(ies) or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company Company(ies) as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company Company(ies) solely as a result of the defense undertaken by the Reinsurer. 13.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the CompanyCompany(ies). 13.04 C. It is further understood and agreed that, in the event of the insolvency of one or more than one of the CompanyCompanies, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company Company(ies) or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payeesCompany(ies).

Insolvency. 13.01 A. In the event of the insolvency of one or more of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 13.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Companycompany. 13.04 C. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such bond or policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such bonds or policies and in substitution for the obligation obligations of the Company company to such payees.

Insolvency. 13.01 A. If more than one company is referenced within the definition of “Company” in the Preamble to this Contract, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance coverage (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may Effective: June 1, 2021 DOC: July 13, 2021 UBWP0008C 13 of 22 deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 C. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the Company. 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. 13.01 A. If more than one reinsured company is included within the definition of “Company” hereunder, this Article shall apply individually to each such company. B. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor successor, with reasonable provision for verification, on the basis of the liability of the Company or on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 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. 13.01 A. If more than one reinsured company is referenced within the definition of “Company” in the Preamble to this Contract, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary location shall apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary location of any company covered hereunder, that domiciliary location’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 C. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the Company. 13.04 It is further understood and agreed thatD. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, (except (i) as provided by applicable lawSection 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (ii1) where the Agreement Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.Company, or

Insolvency. 13.01 A. In the event of the insolvency of one or both of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 13.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Companycompany. 13.04 C. It is further understood and agreed that, in the event of the insolvency of one or both of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees. D. Notwithstanding the above, in the event of the insolvency of one or both of the reinsured companies, the Reinsurer under this Contract shall have rights, as more fully set forth in Section 173.2, 173.3 and 173.4 of Illinois Insurance Code, as amended.

Insolvency. 13.01 In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured Policy reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it they may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 . Where two or more reinsurers Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this the reinsurance Agreement as though such expense had been incurred by the Company. 13.04 It is further understood and agreed that. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Agreement, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, except (i) as provided by applicable law, Sections 4118 (iia)(1)(A) and 1114(c) of the New York Insurance Law or except (1) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company Company, and (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York Risks by the Superintendent of Insurance of the State of New York, is entirely released from its obligation and the Reinsurer pays any Loss directly to payees under such Policy.

Insolvency. 13.01 A. In the event of the insolvency of one or more of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 13.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Companycompany. 13.04 C. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (iia) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iiib) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees.

Insolvency. 13.01 A. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the Company. 13.04 It is further understood and agreed thatC. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, except (i) as provided by applicable law, (ii1) where the Agreement Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 13.01 A. If more than one reinsured company is referenced within the definition of “Company” in the Preamble to this Contract, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 C. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the Company. 13.04 It is further understood and agreed thatD. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, (except (i) as provided by applicable lawSection 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (ii1) where the Agreement Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Financial Services of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy. E. Notwithstanding the above, in the event of insolvency of those reinsured companies domiciled in the State of Illinois, the Reinsurer under this Contract shall have rights, as more fully set forth in Section 173.2, 173.3, and 173.4 of Illinois Insurance Code, as amended.

Insolvency. 13.01 1. In the event of the insolvency of the CompanyCOMPANY, all reinsurance made, ceded, renewed, or otherwise becoming effective under this reinsurance Agreement shall be payable by SWISS RE LIFE & HEALTH directly to the Company COMPANY or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company COMPANY under the contract or contracts reinsured without diminution because of the insolvency of the Company or because COMPANY. It is understood, however, that in the event of the insolvency of the COMPANY, the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company insolvent COMPANY shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating insolvent COMPANY on the policy or bond reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivershipinsolvency proceeding, and that that, during the pendency of such claim, the Reinsurer SWISS RE LIFE & HEALTH may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that which it may deem available to the Company COMPANY or to its liquidator, receiver, conservator liquidator or receiver or statutory successor. 2. The It is further understood that the expense thus incurred by the Reinsurer SWISS RE LIFE & HEALTH shall be chargeable, subject to the approval of the Courtcourt approval, against the Company insolvent COMPANY as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely COMPANY as a result of the defense undertaken by the Reinsurer. 13.03 SWISS RE LIFE & HEALTH. Where two or more reinsurers assuming insurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement the reinsurance agreement as though such expense had has been incurred by the CompanyCOMPANY. 13.04 It is further understood and agreed that, in 3. In the event of the insolvency of SWISS RE LIFE & HEALTH or the Companyappointment of receivers therefor, the liability of SWISS RE LIFE & HEALTH shall not terminate but shall continue with respect to the reinsurance ceded to SWISS RE LIFE & HEALTH 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 LIFE & HEALTH. 4. In the event of the insolvency of SWISS RE LIFE & HEALTH, the COMPANY may terminate this Agreement and recapture all reinsures business with ninety (90) days' written notice. SWISS RE LIFE & HEALTH shall notify the COMPANY in the event of SWISS RE LIFE & HEALTH'S insolvency. If the Agreement is terminated under this Agreement shall be payable directly by the Reinsurer to the Company or to Article, SWISS RE LIFE & HEALTH, its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer successor will remain liable for any outstanding payments incurred prior to the payees under such policies and in substitution for the obligation date of the Company to such payeestermination.

Insolvency. 13.01 In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, agreed however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer Reinsurers of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its their own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it they may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus expenses this incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 Where two . As to all reinsurance made, ceded, renewed or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of otherwise becoming effective under this Agreement as though such expense had been incurred by the Company. 13.04 It is further understood and agreed that, in the event of the insolvency of the CompanyAgreement, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, except (i) as provided by applicable law, Sections 4118(a)(1)(A) and 1114(c) of the New York Insurance Law or except (ii1) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company Company, and (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Insurance of the State of New York, is entirely released from its obligation and the Reinsurer pays any loss directly to payees under such policies and in substitution for the obligation of the Company to such payeespolicy.

Insolvency. 13.01 A. In the event of the insolvency of the Company, payments by the Reinsurer under this reinsurance Agreement shall be payable directly to on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company by any court of competent jurisdiction or to its by any liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the 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. 13.02 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, receiver, conservator or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer Policy or Policies within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated insolvency proceeding or in the receivership, and that during the pendency of such claim, claim the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that which it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 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. 13.01 A) In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the original policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part apart of the expense of conservation or liquidation to the extent of a pro pro-rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurerreinsurer. 13.03 B) Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the 14 IGF INSURANCE COMPANY AUTOMOBILE QUOTA SHARE REINSURANCE TERMS EFFECTIVE: JANUARY 1, 1996 PAGE 14 terms of this Agreement Contract as though such expense had been incurred by the Company. 13.04 C) It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (iia) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iiib) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations original contract obligation of the Company as direct obligations of the Reinsurer to the payees under such policies contracts and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 13.01 For the purpose of this Agreement, THE COMPANY or THE REINSURER shall be deemed "insolvent" if one or more of the following occurs: a. A court-appointed receiver, trustee, custodian, conservator, liquidator, government official or similar officer takes possession of the property or assets of either THE COMPANY or THE REINSURER; or b. Either THE COMPANY or THE REINSURER is placed in receivership, rehabilitation, liquidation, conservation, bankruptcy or similar status pursuant to the laws of any state or of the United States; or c. Either THE COMPANY or THE REINSURER becomes subject to an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the domicile of THE COMPANY or THE REINSURER, as the case may be. In the event of the insolvency of the CompanyTHE COMPANY, all reinsurance ceded, renewed or otherwise becoming effective under this reinsurance Agreement shall be payable by THE REINSURER directly to the Company THE COMPANY or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of THE COMPANY under the Company contract or contracts reinsured without diminution because of the insolvency of THE COMPANY. It is understood, however, that in the Company event of the insolvency of THE COMPANY, the liquidator or because the liquidator, receiver, conservator receiver or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating THE COMPANY on the policy or bond reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivershipinsolvency proceeding, and that during the pendency of such claim, the Reinsurer claim THE REINSURER may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to THE COMPANY or is liquidator or receiver or statutory successor. Failure to give such notice shall not excuse the Company obligation of the reinsurer unless it is substantially prejudiced thereby. 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, receiverconservator, conservator receiver or statutory successor) with a written notice of THE COMPANY's intent to recapture ceded business. The expense thus incurred by the Reinsurer If THE COMPANY exercises such right to cancel and recapture ceded business, such election shall be chargeablein lieu of any premature recapture fee. Upon such election, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 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 THE COMPANY shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 13.04 It is further understood and agreed thatunder no obligation to THE REINSURER, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, 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. 13.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor successor, with reasonable provision for verification, on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 B. Where two or more subscribing reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Company. 13.04 C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator, or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees payee under such policies Policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 13.01 In A. The portion of any risk or obligation assumed by the event of insolvency Reinsurer, when such portion is ascertained, shall be payable on demand of the CompanyCompany at the same time as the Company shall pay its net retained portion of such risk or obligation, this with reasonable provision for verification before payment, and the reinsurance shall be payable directly to by the Company or to its liquidatorReinsurer, 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 Company. B. In the event of the insolvency of one or because more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims.. 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). ED 4/5/96 Page 13 of 14 (Q)/pc/jk 14 01-96-0599 13.02 C. It is agreed, however, that the liquidator, receiver, conservator liquidator or receiver or statutory successor of the Company shall insolvent Company(ies) will give written notice to the Reinsurer of the pendency of a claim against the Company indicating insolvent Company(ies) on the policy or bond policies reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated insolvency proceeding or in the receivership, and that during the pendency of such claim, claim the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Company Company(ies) or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer shall will be chargeable, subject to the approval of the Courtcourt approval, against the Company insolvent Company(ies) as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company Company(ies) solely as a result of the defense undertaken by the Reinsurer. 13.03 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 shall will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Companyinsolvent Company(ies). 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. 13.01 A. In the event of the insolvency of one or more of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 13.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Companycompany. 13.04 C. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees. A. As a condition precedent to any right of action hereunder, any dispute or difference between the Company and any Reinsurer relating to the interpretation or performance of this Contract, including its formation or validity, or any transaction under this Contract, whether arising before or after termination, shall be submitted to arbitration. B. If more than one reinsurer is involved in the same dispute, all such reinsurers shall constitute and act as one party for purposes of this Article provided that communication shall be made by the Company to each of the reinsurers constituting the one party, and provided, however, that nothing therein shall impair the rights of such reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Reinsurer under the terms of this Contract from several to joint. C. Upon written request of any party, each party shall choose an arbitrator and the two chosen shall select a third arbitrator. If either party refuses or neglects to appoint an arbitrator within 30 days after receipt of the written request for arbitration, the requesting party may appoint a second arbitrator. If the two arbitrators fail to agree on the selection of a third arbitrator within 30 days of their appointment, the Company shall petition the American Arbitration Association to appoint the third arbitrator. If the American Arbitration Association fails to appoint the third arbitrator within 30 days after it has been requested to do so, either party may request a justice of a court of general jurisdiction of the state in which the arbitration is to be held to appoint the third arbitrator. All arbitrators shall be active or retired officers of insurance or reinsurance companies, or Lloyd's London Underwriters, and disinterested in the outcome of the arbitration. Each party shall submit its case to the arbitrators within 30 days of the appointment of the third arbitrator. D. The parties hereby waive all objections to the method of selection of the arbitrators, it being the intention of both sides that all the arbitrators be chosen from those submitted by the parties. E. The arbitrators shall have the power to determine all procedural rules for the holding of the arbitration including but not limited to inspection of documents, examination of witnesses and any other matter relating to the conduct of the arbitration. The arbitrators shall interpret this Contract as an honorable engagement and not as merely a legal obligation; they are relieved of all judicial formalities and may abstain from following the strict rules of law. The arbitrators may award interest and costs. Each party shall bear the expense of its own arbitrator and shall share equally with the other party the expenses of the third arbitrator and of the arbitration. F. The decision in writing of the majority of the arbitrators shall be final and binding upon both parties. Judgment may be entered upon the final decision of the arbitrators in any court

Insolvency. 13.01 A. In the event of the insolvency of one or more of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 13.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Companycompany. 13.04 C. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees. A. As a condition precedent to any right of action hereunder, in the event of any dispute or difference of opinion hereafter arising with respect to this Contract, it is hereby mutually agreed that such dispute or difference of opinion shall be submitted to arbitration. One Arbiter shall be chosen by the Company, the other by the Reinsurer, and an Umpire shall be chosen by the two Arbiters before they enter upon arbitration, all of whom shall be active or retired disinterested executive officers of insurance or reinsurance companies or Lloyd’s London Underwriters. In the event that either party should fail to choose an Arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two Arbiters who shall in turn choose an Umpire before entering upon arbitration. If the two Arbiters fail to agree upon the selection of an Umpire within 30 days following their appointment, the Umpire shall be appointed in accordance with the procedures of the American Arbitration Association. B. Each party shall present its case to the Arbiters within 30 days following the date of appointment of the Umpire. The Arbiters shall consider this Contract as an honorable engagement rather than merely as a legal obligation and they are relieved of all judicial formalities and may abstain from following the strict rules of law. The decision of the Arbiters shall be final and binding on both parties; but failing to agree, they shall call in the Umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the Arbiters may be entered in any court of competent jurisdiction. C. If more than one reinsurer is involved in the same dispute, all such reinsurers shall constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own Arbiter, and shall jointly and equally bear with the other the expense of the Umpire and of the arbitration. In the event that the two Arbiters are chosen by one party, as above provided, the expense of the Arbiters, the Umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the state in which the Company has its principal office. Article XXVIII - Service of Suit (BRMA 49C) (Applicable if the Reinsurer is not domiciled in the United States of America, and/or is not authorized in any State, Territory or District of the United States where authorization is required by insurance regulatory authorities) A. It is agreed that in the event the Reinsurer fails to pay any amount claimed to be due hereunder, the Reinsurer, at the request of the Company, will submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this Article constitutes or should be understood to constitute a waiver of the Reinsurer’s rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States. B. Further, pursuant to any statute of any state, territory or district of the United States which makes provision therefor, the Reinsurer hereby designates the party named in its Interests and Liabilities Agreement, or if no party is named therein, the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his successor or successors in office, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Company or any beneficiary hereunder arising out of this Contract.

Insolvency. 13.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any 18 defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Company. 13.04 C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (iia) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iiib) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees. D. Any hold harmless and indemnity agreement affecting payment under this Contract shall be considered an endorsement to and therefore part of this Contract, irrespective of any language to the contrary. Any indemnitee shall be considered a 'payee' within this Article. In no event shall any reinsurer have double indemnity for any loss or expense under this Contract, it being the intent that any payments by the reinsurer to any payee as provided herein shall not be subject to and also collectible in any liquidation or similar proceeding.

Insolvency. 13.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer.------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Page 13 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- 13.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 13.04 C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees. ARTICLE XX - ARBITRATION (BRMA 6M) A. As a condition precedent to any right of action hereunder, any dispute arising out of the interpretation, performance or breach of this Contract, including the formation or validity thereof, shall be submitted for decision to a panel of three arbitrators. Notice requesting arbitration will be in writing and sent certified or registered mail, return receipt requested. B. One arbitrator shall be chosen by each party and the two arbitrators shall, before instituting the hearing, choose an impartial third arbitrator who shall preside at the hearing. If either party fails to appoint its arbitrator within 30 days after being requested to do so by the other party, the latter, after 30 days notice by certified or registered mail of its intention to do so, may appoint the second arbitrator. C. If the two arbitrators are unable to agree upon the third arbitrator within 30 days of their appointment, the third arbitrator shall be selected from a list of six individuals (three named by each arbitrator) by a judge of the federal district court having jurisdiction over the geographical area in which the arbitration is to take place, or if the federal court declines to act, the state court having general jurisdiction in such area. D. All arbitrators shall be disinterested active or former executive officers of insurance or reinsurance companies or Underwriters at Lloyd's, London. ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Page 14 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- E. Within 30 days after notice of appointment of all arbitrators, the panel shall meet and determine timely periods for briefs, discovery procedures and schedules for hearings. F. The panel shall be relieved of all judicial formality and shall not be bound by the strict rules of procedure and evidence. Unless the panel agrees otherwise, arbitration shall take place in Minneapolis, Minnesota, but the venue may be changed when deemed by the panel to be in the best interest of the arbitration proceeding. Insofar as the arbitration panel looks to substantive law, it shall consider the law of the State of Minnesota. The decision of any two arbitrators when rendered in writing shall be final and binding. The panel is empowered to grant interim relief as it may deem appropriate. G. The panel shall make its decision considering the custom and practice of the applicable insurance and reinsurance business as promptly as possible following the termination of the hearings. Judgment upon the award may be entered in any court having jurisdiction thereof. H. Each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other party the cost of the third arbitrator. The remaining costs of the arbitration shall be allocated by the panel. The panel may, at its discretion, award such further costs and expenses as it considers appropriate, including but not limited to attorneys fees, to the extent permitted by law.

Insolvency. 13.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy Policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 13.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 13.04 B. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company company to such payees.

Insolvency. 13.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor successor, with reasonable provision for verification, on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer.. Casualty Catastrophe XOL Contract 00 00-00-00 13.03 B. Where two or more subscribing reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Company. 13.04 C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator, or statutory successor, except (i) as provided by applicable law, (iiSection 4118(a) of the New York Insurance Law or except 1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iiior 2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees payee under such policies Policies and in substitution for the obligation obligations of the Company to such payees. D. In the event of the insolvency of any company or companies listed in the designation of “Company” under this Contract, this Article shall apply only to the insolvent company or companies.

Insolvency. 13.01 A. In the event of the insolvency of one or more of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 13.03 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 shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Companycompany. 13.04 C. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds Insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees.

Insolvency. 13.01 A. If more than one reinsured company is referenced within the definition of “Company” in the Preamble to this Contract, this Article will apply severally to each such company. Further, this Article and the laws of the domiciliary state will apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws will prevail. B. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the 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 Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 C. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the Company. 13.04 It is further understood and agreed thatD. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, (except (i) as provided by applicable lawSection 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (ii1) where the Agreement Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Insurance of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy.

Insolvency. 13.01 In the event of the declared insolvency of the CompanyReinsured, this reinsurance shall be payable directly to and the Company or to its appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Company Reinsured without diminution because of the insolvency of the Company Reinsured or because the liquidator, receiver, conservator or statutory successor of the Company Reinsured has failed to pay all or a portion of any claims. 13.02 It is agreed, however, that the claim. Every liquidator, receiver, conservator or statutory successor of the Company shall Reinsured or guaranty fund or association will give written notice to the Reinsurer of the pendency of a claim against involving the Company Reinsured indicating which of the policy or bond reinsured which claim underlying insurance contracts would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within thirty (30) days a reasonable amount of time after such the claim is filed in the insolvencyconservation, conservation liquidation, receivership or liquidated proceeding or in other proceeding. Failure to give such notice shall not excuse the receivership, and that during obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of such any claim, the Reinsurer may investigate such claims the same and interpose, at its own expense, in the proceeding where such that claim is to be adjudicated, any defense or defenses that it may deem available to the Company or Reinsured, to its liquidatorcontract owner, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 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 any 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 successor of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured Reinsured 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.guaranty fund or

Insolvency. 13.01 A. In the event of the insolvency of one or more of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 13.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Companycompany. 13.04 C. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees.. 07\M2U1141 Page 8

Insolvency. 13.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the 20\F7V1101Page 15 Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 B. Where two or more reinsurers Subscribing Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Company. 13.04 C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 13.01 12.01 In the event of the insolvency of the Ceding Company, this as determined by the regulatory agency responsible for such determination, all reinsurance shall will be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Reinsurer on the basis of the liability of the Ceding Company under the Business Reinsured hereunder directly to the liquidator, receiver or statutory successor of the Ceding Company, without diminution because of the insolvency of the Company or because Ceding Company. 12.02 In the event of the insolvency of the Ceding Company, the liquidator, receiver, conservator receiver or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall will give written notice to the Reinsurer of the pendency of a claim all pending claims against the Ceding Company indicating the policy or bond on any policies reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claiminsolvency proceeding. While a claim is pending, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that which it may deem available to the Ceding Company or its liquidator, receiver, conservator receiver or statutory successor. . 12.03 The expense thus expenses incurred by the Reinsurer shall will be chargeable, subject to the approval of the Courtcourt approval, against the Ceding Company as part of the expense of conservation or liquidation the insolvent Ceding Company to the extent of a pro rata proportionate share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. 13.03 . Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense shall will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. 13.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this . Principal First Reinsurance 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 Between Hartford Life Insurance Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.Swiss Re Life & Health America Inc. Effective July 24, 2008 <Page>

Insolvency. 13.01 12.01 In the event of the insolvency of the Ceding Company, this as determined by the regulatory agency responsible for such determination, all reinsurance shall will be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Reinsurer on the basis of the liability of the Ceding Company under the Business Reinsured hereunder directly to the liquidator, receiver or statutory successor of the Ceding Company, without diminution because of the insolvency of the Company or because Ceding Company. 12.02 In the event of the insolvency of the Ceding Company, the liquidator, receiver, conservator receiver or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall will give written notice to the Reinsurer of the pendency of a claim all pending claims against the Ceding Company indicating the policy or bond on any policies reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claiminsolvency proceeding. While a claim is pending, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that which it may deem available to the Ceding Company or its liquidator, receiver, conservator receiver or statutory successor. . 12.03 The expense thus expenses incurred by the Reinsurer shall will be chargeable, subject to the approval of the Courtcourt approval, against the Ceding Company as part of the expense of conservation or liquidation the insolvent Ceding Company to the extent of a pro rata proportionate share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. 13.03 . Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense shall will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. 13.04 It is further understood . Principal First Reinsurance Agreement Between Hartford Life 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 Annuity Insurance Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.Swiss Re Life & Health America Inc. Effective July 24, 2008 <Page>

Insolvency. 13.01 A. In the event of the insolvency of one or more of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice Notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy Policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 13.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Companycompany. 13.04 C. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees.

Insolvency. 13.01 In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator conservator, statutory successor, trustee or statutory other legal successor in interest on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer Reinsurer, within thirty (30) days a reasonable time after such claim is filed in the insolvencyconservation, conservation liquidation or liquidated proceeding or in the receivershipreceivership proceeding, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense defence or defenses defences that it may deem available to the Company or its liquidator, receiver, conservator or conservator, statutory successor, trustee or other legal successor in interest. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense defence undertaken by the Reinsurer. 13.03 . Where two or more reinsurers are involved in the same claim and a majority in interest elect elects to interpose defense a defence to such claim, Reinsurer shall agree that the expense shall be apportioned in accordance with the terms of this Agreement as though the insolvent Company had incurred such expense had been incurred by the Companyexpense. 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. 13.01 (1) In the event of the insolvency of the Company, the reinsurance provided by this reinsurance Agreement shall be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Reinsurer on the basis of the liability of the Company under the Policies ceded without diminution because of the insolvency of the Company or because the its liquidator, receiver, conservator or statutory successor of (hereinafter referred to as the Company "Liquidator") has failed to pay all or a portion of any claims. 13.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company claim. The Liquidator shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve under any Policy ceded to Reinsurers and covered by this Agreement within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during . During the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, interpose at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successorthe Liquidator. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against Effective: September 1, 1998 11 of 16 the Company as part of the expense of conservation or liquidation to the extent of a pro rata share Proportionate Share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 (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 shall be apportioned in accordance with the terms of this Agreement as though such expense had has been incurred by the Company. 13.04 It is further understood and agreed that, in the event of the insolvency of the Company, the (3) The reinsurance under provided by this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successorthe Liquidator, except (i) as provided by applicable law, (iia) where the Agreement Policy specifically provides another payee of such reinsurance in the event of the insolvency of the Company Company, and (iiib) where the Reinsurer with the consent of the direct insured or insureds insured(s) has assumed such policy the obligations of the Company under the Policies as the direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 13.01 In the event of insolvency of the Company, this reinsurance shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company Company, indicating the policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, claim the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 . Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 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 receiver, conservator or statutory successor, except (i) as provided by applicable law, (ii1) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees. COMMERCIAL AND PRIVATE PASSENGER AUTOMOBILE LIABILITY & PHYSICAL DAMAGE QUOTA SHARE REINSURANCE AGREEMENT 2409 REINSURANCE PLACEMENT SLIP COMPANY: FEDERATED NATIONAL INSURANCE COMPANY; Pembroke Pines, Florida EFFECTIVE: Continuous and to take effect January 1, 1997 as respects in-force, new and renewal policies.

Insolvency. 13.01 A. In the event of the insolvency of one or more of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or 06\M2U1132 (XXXXXXXX LOGO) statutory successor of the Company company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 13.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Companycompany. 13.04 C. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees.

Insolvency. 13.01 In the event of insolvency 1. If you become insolvent, all of the Company, this reinsurance shall due you will be payable paid in full directly to the Company you or to its liquidator, receiver, conservator your liquidator (receiver or statutory successor successor) on the basis of your liability under the liability of the Company policy or policies reinsured, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsyour insolvency. 13.02 It is agreed2. If you become insolvent, however, that the liquidator, receiver, conservator or statutory successor of the Company shall liquidator will give us written notice to the Reinsurer of the pendency of a pending claim against you for insurance reinsured under this Agreement within a reasonable time after the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days after such claim is filed in the insolvency, conservation or liquidated proceeding or in insolvency proceeding. During the receivership, and that during insolvency proceedings where the pendency of such claim, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicatedsettled, we may investigate this pending claim and interpose in your or your liquidator's name, but at our own expense, any defense or defenses that it which we may deem believe available to the Company you or its your liquidator, receiver, conservator or statutory successor. 3. The expense thus expenses incurred by the Reinsurer shall us will be chargeable, subject to the approval of the Courtcourt approval, against the Company you as part of the expense of conservation or liquidation liquidation, to the extent of a pro rata the proportionate share of the benefit which may accrue to the Company you solely as a result of the defense undertaken by the Reinsurer. 13.03 us. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense or defenses to such this claim, the expense shall will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Companyyou. 13.04 It is further understood and agreed that, in 4. In the event of our insolvency, as determined by the department of insurance responsible for such determination, all reinsurance ceded under this Agreement may be recaptured immediately by you without penalty, effective as of the day prior to the earlier of our becoming insolvent or the date of such determination by the said department of insurance. 5. Where two or more reinsurers are members of a pool of reinsurers established hereby, the insolvency of the Company, the reinsurance under one reinsurer shall not be deemed to abrogate this Agreement shall be payable directly by the Reinsurer with respect 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 payeesother reinsurers.

Insolvency. 13.01 In the event of insolvency of the Company, The reinsurance under this reinsurance Contract shall be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Reinsurer on the basis of the liability of one or more of the Company Companies under the Policy or Policies reinsured without diminution because of the insolvency of one or more of the Company Companies reinsured or because the liquidator, receiver, conservator or statutory successor of the Company Company(ies) has failed to pay all or a portion of any claims. 13.02 It is agreedclaim. In the event of the insolvency of one or more of the Companies reinsured, however, that the liquidator, receiver, conservator or statutory successor of the Company Company(ies) shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability insolvent Company(ies) on the part of the Reinsurer Policy or Policies reinsured within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated insolvency proceeding or in the receivership, and that during the pendency of such claim, claim the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Company Company(ies) or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, chargeable subject to the court approval of the Court, against the Company insolvent Company(ies) as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company Company(ies) solely as a result of the defense undertaken by the Reinsurer. 13.03 . Where two or more reinsurers Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Company. 13.04 It is further understood and agreed thatCompany(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, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (iCompany(ies) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iiiII) where the Reinsurer with the consent of the direct insured or insureds and, with the prior approval of the Superintendent of Insurance of New York to the certificate of assumption issued to New York direct insureds, has assumed such policy obligations of the Company Company(ies) as its direct obligations of the Reinsurer to the payees under such policies and policies, in substitution for the obligation obligations of the Company Company(ies) to such payees.

Insolvency. 13.01 For the purpose of this Agreement, THE COMPANY or THE REINSURER shall be deemed “insolvent” if one or more of the following occurs: a. A court-appointed receiver, trustee, custodian, conservator, liquidator, government official or similar officer takes possession of the property or assets of either THE COMPANY or THE REINSURER; or b. Either THE COMPANY or THE REINSURER is placed in receivership, rehabilitation, liquidation, conservation, bankruptcy or similar status pursuant to the laws of any state or of the United States; or c. Either THE COMPANY or THE REINSURER becomes subject to an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the domicile of THE COMPANY or THE REINSURER, as the case may be. In the event of the insolvency of the CompanyTHE COMPANY, all reinsurance ceded, renewed or otherwise becoming effective under this reinsurance Agreement shall be payable by THE REINSURER directly to the Company THE COMPANY or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of THE COMPANY under the Company contract or contracts reinsured without diminution because of the insolvency of THE COMPANY. It is understood, however, that in the Company event of the insolvency of THE COMPANY, the liquidator or because the liquidator, receiver, conservator receiver or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating THE COMPANY on the policy or bond reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivershipinsolvency proceeding, and that during the pendency of such claim, the Reinsurer claim THE REINSURER may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to THE COMPANY or is liquidator or receiver or statutory successor. In the Company event THE REINSURER is deemed insolvent, THE REINSURER will be bound by any legal directions imposed by its liquidator, conservator, or statutory successor. However, and if not in conflict with such legal directions, THE COMPANY shall have the right to cancel this Agreement with respect to occurrences taking place on or after the date THE REINSURER first evidences insolvency. Such right to cancel shall be exercised by providing THE REINSURER (or its liquidator, receiverconservator, conservator receiver or statutory successor) with a written notice of THE COMPANY’s intent to recapture ceded business. The expense thus incurred by the Reinsurer If THE COMPANY exercises such right to cancel and recapture ceded business, such election shall be chargeablein lieu of any premature recapture fee. Upon such election, subject THE COMPANY would still be liable for any unpaid premium and responsible to report the pendency of any claim with an effective date prior to the approval date of the Courtrecapture. THE REINSURER, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 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 successor shall be liable for all claims incurred prior to the payees under such policies and in substitution for date of recapture. THE REINSURER, its liquidator, receiver or statutory successor will also pay THE COMPANY the obligation unearned reinsurance premium within 30 days following the date of the Company to such payeesrecapture.

Insolvency. 13.01 18.01 In the event of insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 18.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company (indicating the policy or bond reinsured Policy reinsured), which claim would involve a possible liability on the part of the Reinsurer Reinsurer, within thirty (30) days after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 18.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 13.04 18.04 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 this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company Company, and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation of the Company to such payees.

Insolvency. 13.01 A. If more than one reinsured company is referenced within the definition of “Ceding Company” in the preamble, this Article XI shall apply severally to each such company. Further, this Article XI and the Laws of the jurisdiction of domicile 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 XI and the Laws of the jurisdiction of domicile of any company covered hereunder, that jurisdiction’s Laws shall prevail. B. In the event of the insolvency of the Ceding Company, this reinsurance hereunder (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable Law) shall be payable directly to the Company Ceding Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (i) on the basis of the liability Liability of the Company Ceding Company, or (ii) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable Law, without diminution because of the insolvency of the Ceding Company or because the liquidator, receiver, conservator or statutory successor of the Ceding Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Ceding Company shall give written notice to the Reinsurer of the pendency of a claim against the Ceding Company indicating the policy or bond reinsured Policy reinsured, which claim would involve a possible liability Liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Ceding Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. 13.03 C. Where two (2) or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. 13.04 It is further understood and agreed thatD. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable as set forth herein by the Reinsurer to the Ceding 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 (i) where the contract specifically provides another payee in the event of the insolvency of the Ceding 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 Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Ceding Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Ceding Company to such payees. Then, and in that event only, the Ceding Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of 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. 13.01 A. In the event of the insolvency of one or both of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Companycompany. 13.04 C. It is further understood and agreed that, in the event of the insolvency of one or both of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver receiver, conservator or statutory successor, except (i) as provided by applicable law, (iiSection 4118(a) where of the Agreement New York Insurance Law or except: 1. Where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where company; or 2. Where the Reinsurer with the consent of the direct insured or insureds has assumed such policy bond obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies bonds and in substitution for the obligation obligations of the Company 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. 13.01 For the purpose of this Agreement, THE COMPANY or THE REINSURER shall be deemed “insolvent” if one or more of the following occurs: a. A court-appointed receiver, trustee, custodian, conservator, liquidator, government official or similar officer takes possession of the property or assets of either THE COMPANY or THE REINSURER; or b. Either THE COMPANY or THE REINSURER is placed in receivership, rehabilitation, liquidation, conservation, bankruptcy or similar status pursuant to the laws of any state or of the United States; or c. Either THE COMPANY or THE REINSURER becomes subject to an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the domicile of THE COMPANY or THE REINSURER, as the case may be. In the event of the insolvency of the CompanyTHE COMPANY, all reinsurance ceded, renewed or otherwise becoming effective under this reinsurance Agreement shall be payable by THE REINSURER directly to the Company THE COMPANY or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of THE Y-UL/VUL II – 2005 – RGA - PICA COMPANY under the Company contract or contracts reinsured without diminution because of the insolvency of THE COMPANY. It is understood, however, that in the Company event of the insolvency of THE COMPANY, the liquidator or because the liquidator, receiver, conservator receiver or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating THE COMPANY on the policy or bond reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivershipinsolvency proceeding, and that during the pendency of such claim, the Reinsurer claim THE REINSURER may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to THE COMPANY or is liquidator or receiver or statutory successor. In the Company event THE REINSURER is deemed insolvent, THE REINSURER will be bound by any legal directions imposed by its liquidator, conservator, or statutory successor. However, and if not in conflict with such legal directions, THE COMPANY shall have the right to cancel this Agreement with respect to occurrences taking place on or after the date THE REINSURER first evidences insolvency. Such right to cancel shall be exercised by providing THE REINSURER (or its liquidator, receiverconservator, conservator receiver or statutory successor) with a written notice of THE COMPANY’s intent to recapture ceded business. The expense thus incurred by the Reinsurer If THE COMPANY exercises such right to cancel and recapture ceded business, such election shall be chargeablein lieu of any premature recapture fee. Upon such election, subject THE COMPANY would still be liable for any unpaid premium and responsible to report the pendency of any claim with an effective date prior to the approval date of the Courtrecapture. THE REINSURER, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 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 successor shall be liable for all claims incurred prior to the payees under such policies and in substitution for date of recapture. THE REINSURER, its liquidator, receiver or statutory successor will also pay THE COMPANY the obligation unearned reinsurance premium within 30 days following the date of the Company to such payeesrecapture.

Insolvency. 13.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its 21\F7V1140 Schedule B liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 B. Where two or more reinsurers Subscribing Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Company. 13.04 C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 13.01 A. If more than one reinsured company is referenced within the definition of “Company” in the Preamble to this Agreement, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by Applicable Law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured Policy reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 Where two C. As to all reinsurance made, ceded, renewed or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of otherwise becoming effective under this Agreement as though such expense had been incurred by the Company. 13.04 It is further understood and agreed that, in the event of the insolvency of the CompanyAgreement, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, (except (i) as provided by applicable lawSection 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (ii1) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Financial Services of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy. D. To the extent allowed by Applicable Law, where Policies of the Subject Business: (1) permitted original insurers or policyholders to xxx the Company directly; and (2) required the Company to assign the same right to any reinsurer or retrocessionaires upon any assignment by the Company: The Reinsurer assumes the same rights and obligations of the Company, but no greater obligations than those set forth in the Policies of the Subject Business. For the avoidance of doubt, with respect the Loss Portfolio Transfer Reinsurance Agreement dated October 31, 2014 by and between Transamerica Casualty Insurance Company and White Shoals Reinsurance, Ltd. (now SiriusPoint Bermuda) (the “Transamerica LPT Agreement”), the Reinsurer and Company hereby agree that in the event of commencement of any insolvency, conservation, rehabilitation or liquidation proceeding against SiriusPoint Bermuda, whether voluntary or involuntary, the Reinsurer shall pay directly to Transamerica Casualty Insurance Company amounts due and payable under the Transamerica LPT Agreement. E. Subject only to the exception expressly specified in paragraph D.: (1) Third parties and any third-party beneficiaries, actual or alleged, who are not in privity with the Reinsurer have no right nor standing to xxx the Reinsurer; and (2) No part of this Agreement conveys any right for original insured or policyholder to the Policies of the Subject Business to xxx the Reinsurer directly.

Insolvency. 13.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 13.04 C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, or except (i) as provided by applicable law, (ii1) where the this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed in writing such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 13.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its their own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or of defenses that it they may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 B. Where two or more reinsurers Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement the reinsurance Contract as though such expense had been incurred by the Company. 13.04 It is further understood and agreed thatC. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, (except (i) as provided by applicable law, Sections 4118(a)(1)(A) and 1114(c) of the New York Insurance Law) or except (ii1) where the Agreement Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds has insureds, have assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Insurance of the State of New York, is entirely released from its obligation and the Reinsurer pays any loss directly to payees under such policy.

Insolvency. 13.01 In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency 36772-003 (Formerly PX60937) Xxxxxx Eff: 03/01/03 of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer Reinsurer, within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivershipreceivership and that, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit benefit, which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 . Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the insolvent Company. 13.04 It is further understood and agreed that, in . In the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (iia) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iiib) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees. Should the Company go into liquidation or should a receiver be appointed, all amounts due either Company or Reinsurer under this or any other agreement, whether by reason of premium, losses or otherwise under this Contract, shall be subject to the right of offset at any time and from time to time and, upon the exercise of the same, only the net balance shall be due. In the event of the insolvency of any company or companies included in the designation of "Company," this clause will apply only to the insolvent company or companies.

Insolvency. 13.01 A. In the event of the insolvency of the CompanyCOMPANY, this reinsurance shall be payable directly to the Company COMPANY or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company COMPANY without diminution because of the insolvency of the Company COMPANY or because the liquidator, receiver, conservator or statutory successor of the Company COMPANY has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company COMPANY shall give written notice to the Reinsurer REINSURER of the pendency of a claim against the Company COMPANY indicating the policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer REINSURER within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation conversation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer REINSURER may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Company COMPANY or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer REINSURER shall be chargeable, subject to the approval of the Courtcourt, against the Company COMPANY as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company COMPANY solely as a result of the defense undertaken by the ReinsurerREINSURER. 13.03 B. Where two or more reinsurers REINSURERS are involved in the same claim and a majority in interest elect to interpose defense to such claimclaims, the expense shall be apportioned in accordance with the terms of this Agreement the reinsurance contract as though such expense had been incurred by the CompanyCOMPANY. 13.04 It is further understood C. 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)(I)(A) and agreed that, 1114-C- of the New York Insurance Law or) except (I) where the AGREEMENT specifically provides another payee in the event of the insolvency of the CompanyCOMPANY, 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, and (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 REINSURER, with the consent of the direct insured or insureds has insureds, have assumed such policy obligations of the Company COMPANY as direct obligations of the Reinsurer REINSURER to the payees under such policies and in substitution for the obligation obligations of the Company 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. 13.01 In the event of the insolvency of the Company, the reinsurance under this reinsurance Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver, conservator receiver or statutory successor on the basis of the liability of the Company under the original Policy or Policies reinsured, without diminution because of the insolvency of the Company, except as provided by Section 4118 (a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies, or except (a) where this Agreement specifically provides another payee for such insurance in the event of the insolvency of the Company or because (b) where a Reinsurer(s) subscribing a participation hereunder with the consent of the original insured or insureds, has assumed such policy obligations of the Company to such payees. If the Company should become insolvent, then the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 It is agreed, however, that the liquidator, receiver, conservator receiver or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a any claim against the Company indicating the policy or bond reinsured which claim would involve is likely to produce a possible liability on the part of the Reinsurer loss under this Agreement within thirty (30) days a reasonable time after such claim is if filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that insolvency proceeding; during the pendency of such claim, the Reinsurer under this Agreement may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it which the Reinsurer may deem available to the Company or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 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 shall be apportioned in accordance with the terms of this Agreement as though such expense expenses had been incurred by the Company. 13.04 It is further understood and agreed that. 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, in any sums which are due to the event of Reinsurer by the insolvency of the Company, the reinsurance Company under this Agreement shall be payable directly by and which are due at a fixed or stated date, as well as any other sums due to the Reinsurer which are permitted to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by be offset under 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.. A9CFHB012_4129082

Insolvency. 13.01 In the event of the insolvency of the Company, this the reinsurance shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer Reinsurers of the pendency of a any claim against the Company indicating the policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer Reinsurers, within thirty (30) days a reasonable time after such claim [Logo] JARDINE SAYER & Company, Inc. is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, receivership and that during the pendency of such claim, the Reinsurer Reinsurers may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer Reinsurers shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 Reinsurers. Where two or more reinsurers Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to of such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 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 Reinsurers to the Company or to its liquidator, receiver receiver, conservator or statutory successor, except (i) as provided by the applicable law, reinsurance regulation or except (iia) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iiib) where the Reinsurer Reinsurers with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer Reinsurers to the payees under such policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 13.01 In the event of insolvency of the Ceding Company, NALAC’s liability for claims will continue to be in accordance with the terms of this agreement. Payment of reinsurance shall claims will be payable made directly to the Company or to its liquidator, receiver, conservator receiver or statutory successor on the basis of the liability of the Ceding Company without diminution because of the insolvency of the Company or because Ceding Company. In the event of insolvency of the Ceding Company, the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion will give NALAC written notice of any claims. 13.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a pending claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims and interposeNALAC may, at its own expense, in investigate the proceeding where such claim is to be adjudicated, and interpose any defense or defenses that which it may deem deems available to the Ceding Company or its liquidator, receiver, conservator receiver or statutory successor. The expense thus If the Ceding Company benefits from the defense undertaken by NALAC, an equitable share of the expenses incurred by the Reinsurer shall NALAC will be chargeable, subject chargeable to the approval of the Court, against the Ceding Company as a part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 liquidation. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement the reinsurance agreement as though such expense had been incurred by the Ceding Company. 13.04 It is further understood and agreed that, in . In the event of the insolvency of NALAC, the Ceding Company, the reinsurance under upon written notice within ninety (90) days, may at its option cancel this Agreement shall be payable directly by the Reinsurer agreement effective retroactively to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee date of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer it relates to the payees under such policies renewal of existing reinsurance. NALAC shall then make proper financial adjustment from the effective cancellation date and in substitution remain liable for the obligation payment of any claim which had occurred prior to the Company to date of cancellation whether or not due proof of such payeesclaim had actually been received.

Insolvency. 13.01 A. If more than one reinsured company is referenced within the definition of “Company” in the Preamble to this Contract, this Article will apply severally to each such company. Further, this Article and the laws of the domiciliary state will apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws will prevail. B. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 C. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the Company. 13.04 It is further understood and agreed thatD. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, (except (i) as provided by applicable lawSection 4118(a)(1)(A) of the New York Insurance Law, provided the Effective: April 1, 2011 DOC: May 25, 2011 U1XQ0003 19 of 35 conditions of 1114(c) of such law have been met, if New York law applies) or except (ii1) where the Agreement Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Insurance of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy.

Insolvency. 13.01 (a) In the event of the insolvency of the Ceding Company, all payments due the Ceding Company under this reinsurance Agreement shall be payable by the Retrocessionaire directly to the Ceding Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Ceding Company under the policy or policies reinsured, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 Ceding Company. It is agreedagreed and understood, however, (i) that in the liquidator, receiver, conservator or statutory successor event of the insolvency of the Ceding Company the Retrocessionaire shall give be given written notice to the Reinsurer of the pendency of a claim against the insolvent Ceding Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer Underlying Agreement within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated insolvency proceeding or in the receivership, and (ii) that during the pendency of such claim, claim the Reinsurer Retrocessionaire may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Ceding Company or its liquidator, receiver, conservator receiver or statutory successor. The . (b) It is further understood that any expense thus incurred by the Reinsurer Retrocessionaire shall be chargeable, subject to the approval of the Courtcourt approval, against the insolvent Ceding Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. 13.03 Retrocessionaire. Where two or more assuming reinsurers are involved in the same claim and a majority in interest elect to interpose defense defenses to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding 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. 13.01 A. In the event of the insolvency of one or more of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 13.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Companycompany. 13.04 C. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this (XXXXXXXX LOGO) Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees.

Insolvency. 13.01 A. In the event of the insolvency of one or more of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 13.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Companycompany. 13.04 C. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) 4118(a) of the New York Insurance Law or except (iia) 1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iiib) 2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees.

Insolvency. 13.01 A. If more than one reinsured company is referenced within the definition of “Company” in the Preamble to this Contract, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 C. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the Company. 13.04 It is further understood and agreed thatD. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, except or except (i) as provided by applicable law, (ii1) where the Agreement Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 13.01 In the event of insolvency of the Company, A. The reinsurance under this reinsurance Agreement shall be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Reinsurer on the basis of the liability of the Company under any policy or policies reinsured hereunder without diminution because of the insolvency of the Company or because Company. B. In the event of the insolvency of the Company, the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 It is agreed, however, that the liquidator, receiver, conservator receiver or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating on the policy or bond policies reinsured which claim would involve hereunder within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during insolvency proceedings. During the pendency of such claim, claim the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that which it may deem available to the Company or its liquidator, receiver, conservator receiver or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the Company as part of the expense of conservation or liquidation to the extent of a pro pro-rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 C. Where two or more reinsurers Reinsurers are involved in the same claim and a majority in interest elect elects to interpose a defense to such claim, the expense so incurred shall be apportioned in accordance with the terms of this Agreement agreement as though such expense had been incurred by the Company. 13.04 It is further understood and agreed that, in D. In the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer directly to the Company or to its liquidator, receiver receiver, or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 13.01 15.1 In the event of the insolvency of the Company, the reinsurance provided by this reinsurance Agreement shall be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Retrocessionaire on the basis of the liability of the Company with respect to the assumed liabilities without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, agreed that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer Retrocessionaire within a reasonable time of the pendency of a claim against the Company indicating with respect to the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during assumed liabilities. During the pendency of such claim, the Reinsurer Retrocessionaire may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer Retrocessionaire shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer.Retrocessionaire. 7 26 13.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred 15.2 The reinsurance provided by the 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 Retrocessionaire to the Company Company, or to its liquidator, receiver receiver, conservator or statutory successor, except (i) as provided by in any applicable law, statute or except (iia) where the this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iiib) where the Reinsurer Retrocessionaire, with the consent of the direct insured or insureds Original Insurer, has assumed such policy the obligations of the Company under contracts of reinsurance as its direct obligations of the Reinsurer to the payees under with the consent of such policies payees and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 13.01 A. If more than one company is referenced within the definition of “Company” in the Preamble to this Contract, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance coverage (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may Effective: June 1, 2021 DOC: July 8, 2021 deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 C. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the Company. 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. 13.01 In If the event of insolvency of Insurer becomes insolvent, the Company, this reinsurance shall be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Reinsurer on the basis of the liability of the Company Insurer under the policy or policies reinsured, without diminution because of the insolvency of insolvency, directly to the Company Insurer or because the to its liquidator, receiver, conservator or statutory successor successor, except as provided by Section 315 of the Company has failed to pay all New York Insurance Law or a portion except: (a) Where the Agreement specifically provides another payee of any claims. 13.02 It is agreed, however, that such reinsurance in the liquidator, receiver, conservator or statutory successor event of the Company insolvency of the Insurer, and (b) Where the Reinsurer, with the consent of the direct insured or insureds, has assumed such policy obligations of the Insurer as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Insurer to such payees. The Reinsurer shall give be given written notice to the Reinsurer of the pendency of a each claim against the Company indicating insolvent Insurer which may involve the policy or bond reinsured which claim would involve reinsurance afforded by this Agreement within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in insolvency proceedings. The Reinsurer shall have the receivership, and that during the pendency of such claim, the Reinsurer may right to investigate such claims claim and interpose, interpose at its own expense, expense in the proceeding where such claim is to be adjudicated, any defense or defenses that which it may deem available to the Company Insurer or its liquidator, receiver, conservator receiver or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the Company insolvent Insurer as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company Insurer solely as a result of the defense undertaken by the Reinsurer. 13.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 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. 13.01 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 state or 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 insurance code of the jurisdiction of the domicile of PRUCO or MUNICH, as the case may be. In the event of insolvency of the Companythat PRUCO is deemed insolvent, this all reinsurance claims payable hereunder shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor by MUNICH on the basis of PRUCO's liability under the liability of the Company policies reinsured without diminution because of the insolvency of PRUCO. Such claims shall be payable by MUNICH directly to PRUCO, its liquidator or statutory successor. It is understood, however, that in the Company event of such insolvency, the liquidator or because the liquidator, receiver, conservator receiver or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company PRUCO shall give written notice to the Reinsurer MUNICH of the pendency of a claim against MUNICH on a risk reinsured hereunder within a reasonable time after such claim is filed in the Company indicating insolvency proceeding. Such notice shall indicate the policy or bond reinsured which and whether the claim would could involve a possible liability on the part of MUNICH. Failure to give such notice shall not excuse the Reinsurer within thirty (30) days after such claim obligation of MUNICH unless it is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during substantially prejudiced thereby. During the pendency of such claim, the Reinsurer MUNICH may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or PRUCO, its liquidator, receiver, conservator receiver or statutory successor. The It is further understood that the expense thus incurred by the Reinsurer MUNICH shall be chargeable, subject to the approval of the Courtcourt approval, against the Company PRUCO as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company PRUCO solely as a result of the defense undertaken by MUNICH. In the Reinsurer. 13.03 Where two event MUNICH is deemed insolvent, MUNICH will be bound by any legal directions imposed by its liquidator, conservator, or more reinsurers are involved statutory successor. However, and if not in conflict with such legal directions, PRUCO shall have the same claim and a majority in interest elect right to interpose defense cancel this Agreement with respect to such claim, occurrences taking place on or after the expense date MUNICH first evidences insolvency. Such right to cancel shall be apportioned in accordance exercised by providing MUNICH (or its liquidator, conservator, receiver or statutory successor) with the terms a written notice of this Agreement as though PRUCO's intent to recapture ceded business. If PRUCO exercises such expense had been incurred by the Company. 13.04 It is further understood right to cancel and agreed thatrecapture ceded business, in the event of the insolvency of the Company, the reinsurance under this Agreement such election shall be payable directly by the Reinsurer in lieu of any premature recapture fee. Upon such election, PRUCO shall be under no obligation to the Company or to MUNICH , its liquidator, receiver or statutory successor; however, except (i) as provided by applicable lawMUNICH , (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured its liquidator, receiver or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer statutory successor shall be liable for all claims incurred prior to the payees under such policies and in substitution for the obligation date of the Company to such payeesrecapture.

Insolvency. 13.01 A. In the event of the insolvency of one or both of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company:indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 13.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Companycompany. 13.04 C. It is further understood and agreed that, in the event of the insolvency of one or both of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees.

Insolvency. 13.01 In the event of the declared insolvency of the CompanyReinsured, this reinsurance shall be payable directly to and the Company or to its appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Company Reinsured without diminution because of the insolvency of the Company Reinsured or because the liquidator, receiver, conservator or statutory successor of the Company Reinsured has failed to pay all or a portion of any claims. 13.02 It is agreed, however, that the claim. Every liquidator, receiver, conservator or statutory successor of the Company shall Reinsured or guaranty fund or association will give written notice to the Reinsurer of the pendency of a claim against involving the Company Reinsured indicating which of the policy or bond reinsured which claim underlying insurance contracts would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within thirty (30) days a reasonable amount of time after such the claim is filed in the insolvencyconservation, conservation liquidation, receivership or liquidated proceeding or in other proceeding. Failure to give such notice shall not excuse the receivership, and that during obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of such any claim, the Reinsurer may investigate such claims the same and interpose, at its own expense, in the proceeding where such that claim is to be adjudicated, any defense or defenses that it may deem available to the Company or Reinsured, to its liquidatorcontract owner, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 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 any 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 successor of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured Reinsured 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.guaranty fund or

Insolvency. 13.01 A. In the event of insolvency of the CompanyCEDING COMPANY, all reinsurance payments due under this reinsurance Agreement from the REINSURER to the CEDING COMPANY shall be payable directly by the REINSURER to the Company CEDING COMPANY or to its liquidator, receiver, conservator or statutory successor on the basis of the REINSURER's liability of to the Company CEDING COMPANY without diminution because of the insolvency of the Company CEDING COMPANY or because the liquidator, receiver, conservator or statutory successor of the Company CEDING COMPANY has failed to pay all or a portion of any claimsclaim. 13.02 It is agreedB. In the event of insolvency of the CEDING COMPANY, however, that the liquidator, receiver, conservator or statutory successor of the Company shall will immediately give written notice to the Reinsurer REINSURER of all pending claims against the pendency of CEDING COMPANY on any contracts reinsured. While a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claimpending, the Reinsurer REINSURER may investigate such claims and interpose, at its own expense, in the proceeding proceedings where such the claim is to be adjudicated, any defense or defenses that it may deem available to the Company CEDING COMPANY or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall REINSURER will be chargeable, subject to the approval of the Courtcourt approval, against the Company CEDING COMPANY as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which that may accrue to the Company CEDING COMPANY solely as a result of the defense undertaken by the Reinsurer. 13.03 REINSURER. Where two or more reinsurers are involved participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense shall will be apportioned in accordance with the terms of this Agreement the reinsurance agreement as though such expense had been incurred by the Company. 13.04 It is further understood CEDING COMPANY. Xxxxxxx National Life 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 Prudential Atlantic Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.Limited

Insolvency. 13.01 20.01 In the event of insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 It 20.02 I t is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 20.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 13.04 20.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation of the Company to such payees.

Insolvency. 13.01 If proceedings are commenced by or against the Buyer or Builder for winding up, dissolution or reorganisation (except in case of merger) or for the appointment of a receiver, trustee or similar officer, or if bankruptcy is opened, the party who is not subject to such proceedings shall have the right to cancel this Contract. Upon such cancellation, the Builder shall refund all sums paid by Buyer to the Builder under Article III hereof, including interest thereon at the rate of 6% per annum from the date of payment to the date of refund. The Builder shall also return Buyers Supplies, or if they cannot be returned, the Builder shall pay to the Buyer an amount equal to the Buyer’s costs for such equipment. Notwithstanding the preceding paragraphs of this clause 3, if bankruptcy is opened against the builder, and provided that the bankruptcy is not opened based on a petition from the Buyer or caused by the Buyer’s failure to make payments provided for in Article IV clause 3, the Buyer may elect to cancel this Contract and to take full possession of the Vessel. In event that the Buyer shall decide to take full possession of the Vessel the Buyer shall give notice in writing to the Builder. The Builder shall thereupon immediately: a) secure the immediate discharge of all liens, claims, mortgages or other encumbrances upon the Vessel; b) complete all works required as a minimum to permit the Vessel to depart from the shipyard in a safe and seaworthy condition, remove its employees, agents and contractors, together with their equipment, from the Vessel and render all necessary assistance to the Vessel in leaving the shipyard at the earliest moment convenient to the Buyer; and c) upon payment of settlement as described below, execute and deliver to the Buyer an original of the Protocol of Delivery and Acceptance together with any and all documentation in such form and such manner as the Buyer shall in its reasonable discretion determine shall be required or desirable. All risk of loss of the Vessel shall in such circumstances transfer to the Buyer upon execution by the Buyer of the Protocol of Delivery and Acceptance following receipt of all of the documentation received above. Concurrently with the delivery of the Vessel as aforesaid, the Buyer shall pay to the Builder the value of the vessel as per removal from Builder’s yard and confirm cancellation (redelivery) of the Refund Guarantee(s) and the Performance Guarantee. In the event of insolvency of the Company, this reinsurance shall be payable directly any disagreement as to the Company amount to be paid by the Buyer as set out herein above, the Buyer may by paying the entire amount demanded by the Builder require the Builder to provide a bank guarantee or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice other security satisfactory to the Reinsurer of Buyer for the pendency of a claim against disputed amount. The Builder cannot in such case refuse to deliver the Company indicating Vessel. If the policy or bond reinsured which claim would involve a possible liability on Builder does not wish to issue security for the disputed part of the Reinsurer within thirty (30) days after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims Buyer is entitled to take delivery of the Vessel against payment of the undisputed amount and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense provide a bank guarantee or defenses that it may deem available other security satisfactory to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by Builder for the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as disputed part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit claim. Security which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 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.has

Insolvency. 13.01 A. If more than one reinsured company is referenced within the definition of “Company” in the Preamble to this Contract, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer.. Effective: October 1, 2010 U4VT0004 21 of 36 DOC: December 23, 2010 13.03 C. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the Company. 13.04 It is further understood and agreed thatD. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, (except (i) as provided by applicable lawSection 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (ii1) where the Agreement Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Insurance of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy. E. Notwithstanding the above, in the event of insolvency of those reinsured companies domiciled in the State of Illinois, the Reinsurer under this Contract shall have rights, as more fully set forth in Section 173.2, 173.3, and 173.4 of Illinois Insurance Code, as amended.

Insolvency. 13.01 For the purpose of this Agreement, THE COMPANY or THE REINSURER shall be deemed “insolvent” if one or more of the following occurs: a. A court-appointed receiver, trustee, custodian, conservator, liquidator, government official or similar officer takes possession of the property or assets of either THE COMPANY or THE REINSURER; or b. Either THE COMPANY or THE REINSURER is placed in receivership, rehabilitation, liquidation, conservation, bankruptcy or similar status pursuant to the laws of any state or of the United States; or c. Either THE COMPANY or THE REINSURER becomes subject to an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the domicile of THE COMPANY or THE REINSURER, as the case may be. In the event of the insolvency of the CompanyTHE COMPANY, all reinsurance ceded, renewed or otherwise becoming effective under this reinsurance Agreement shall be payable by THE REINSURER directly to the Company THE COMPANY or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of THE COMPANY under the Company contract or contracts reinsured without diminution because of the insolvency of THE COMPANY. It is understood, however, that in the Company event of the insolvency of THE COMPANY, the liquidator or because the liquidator, receiver, conservator receiver or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating THE COMPANY on the policy or bond reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivershipinsolvency proceeding, and that during the pendency of such claim, the Reinsurer claim THE REINSURER may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Company THE COMPANY or its liquidator, receiver, conservator is liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 13.04 It is further understood and agreed that, in In the event of the insolvency of THE REINSURER, THE REINSURER will be bound by any legal directions imposed by its liquidator, conservator, or statutory successor. However, and if not in conflict with such legal directions, THE COMPANY shall have the Company, the reinsurance under right to cancel this Agreement with respect to occurrences taking place on or after the date THE REINSURER first evidences insolvency. Such right to cancel shall be payable directly exercised by providing THE REINSURER (or its liquidator, conservator, receiver or statutory successor) with a written notice of THE COMPANY’s intent to recapture ceded business. If THE COMPANY exercises such right to cancel and recapture ceded business, such election shall be made without any premature recapture fee. Upon such election, THE COMPANY would still be liable for any unpaid premium and responsible to report the Reinsurer pendency of any claim with an effective date prior to the Company or to date of recapture. THE REINSURER, its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer successor shall be liable for all claims incurred prior to the payees under such policies and in substitution for date of recapture. THE REINSURER, its liquidator, receiver or statutory successor will also pay THE COMPANY the obligation unearned reinsurance premium within 30 days following the date of the Company to such payeesrecapture.

Insolvency. 13.01 In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 13.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 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, (iia) where the this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iiib) where the Reinsurer with the consent of and in accordance with all of the requirements of the Insurance Department of the Company's state of domicile and the direct insured or insureds insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees. The Reinsurer shall be liable only for the amounts reinsured and shall not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement.

Insolvency. 13.01 A. In the event of the insolvency of the CompanyRetrocedant, this reinsurance retrocession shall be payable directly to the Company Retrocedant or to its liquidator, receiver, conservator or statutory successor successor, with reasonable provision for verification, on the basis of the liability of the Company Retrocedant or on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company Retrocedant or because the liquidator, receiver, conservator or statutory successor of the Company Retrocedant has failed to pay all or a portion of any claims. 13.02 claim under the Subject Business. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company Retrocedant shall give written notice to the Reinsurer Retrocessionaire of the pendency of a claim against the Company Retrocedant indicating the policy or bond reinsured Underlying Contract retroceded which claim would involve a possible liability on the part of the Reinsurer Retrocessionaire within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer Retrocessionaire may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company Retrocedant or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer Retrocessionaire shall be chargeable, subject to the approval of the Courtcourt, against the Company Retrocedant as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company Retrocedant solely as a result of the defense undertaken by the ReinsurerRetrocessionaire. 13.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 13.04 B. It is further understood and agreed that, in the event of the insolvency of the CompanyRetrocedant, the reinsurance under this Agreement shall be payable directly by the Reinsurer Retrocessionaire to the Company Retrocedant or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, the Contracts (iiRights of Third Parties) Act of 2016 where the this Agreement specifically provides another payee of such reinsurance expressly identifies a third party who may in the event its own right enforce a term of the insolvency Agreement, subject at all times to all of the Company terms, conditions, and (iii) where limitations of this Agreement. C. Notwithstanding 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 foregoing and subject always to the payees under such policies and Aggregate Limit, in substitution for no event shall the obligation provisions of this Article be construed to change the Company liability of Retrocessionaire to such payeesremit payment hereunder to any amount greater than the Payment Limit.

Insolvency. 13.01 In The Ceding Company and the Reinsurer agree that, in the event of the insolvency of the Ceding Company, as to all reinsurance made, ceded, renewed or otherwise becoming effective after the Effective Date of this Agreement, the reinsurance shall be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Reinsurer on the basis of the amount of liability of the Ceding Company under the contract or contracts reinsured, without diminution because of the insolvency of the Ceding Company; furthermore, that such amount shall be paid directly to the Ceding Company or because the its liquidator, receiver, conservator receiver or other statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 successor. It is understood and agreed, however, that the obligations of the Ceding Company as set forth in this Agreement, including, among others, the duty to investigate, settle and defend all claims arising under risks with respect to which reinsurance is afforded by this Agreement, shall remain unimpaired and unaffected by the insolvency of the Ceding Company and shall be assumed by the liquidator, receiver, conservator receiver or statutory successor of the Ceding Company in the liquidation or receivership proceeding and that such liquidator, receiver or statutory successor shall give written notice to the Reinsurer of the pendency of a claim against the Ceding Company indicating on the policy or bond reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated insolvency proceeding or in the receivership, and that during the pendency of such claim, claim the Reinsurer may investigate such claims claim and interposeinter-pose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that which it may deem available to the Company or Ceding Company, its liquidator, receiver, conservator receiver or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the insolvent Ceding Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Ceding Company solely as a the result of the defense undertaken or asserted by the Reinsurer. 13.03 . Where two or more reinsurers Reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. 13.04 It is further understood and agreed that, . Nothing hereinabove set forth in this insolvency clause shall in anywise change the event relationship or status of the insolvency parties hereto, to wit, that of Ceding Company and Reinsurer, nor enlarge the obligations of either party to each other, except as specifically hereinabove provided, to wit, to pay the statutory successor on the basis of the Companyamount of liability of the Ceding Company under the contract or contracts reinsured, rather than on the reinsurance under this Agreement shall be payable directly basis of the actual amount of loss (dividends) paid by the Reinsurer to the Company or to its liquidator, receiver or statutory successorsuccessor to allowed claimants, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance nor shall anything in the event of the this insolvency of the Company and (iii) where clause in any manner create any obligations or establish any rights against the Reinsurer with the consent in favor of the direct insured any third parties or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer any persons not parties to the payees under such policies and in substitution for the obligation of the Company to such payeesthis Agreement.

Insolvency. 13.01 A. In the event of the insolvency of one or both of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Companycompany. 13.04 C. It is further understood and agreed that, in the event of the insolvency of one or both of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver receiver, conservator or statutory successor, except (i) as provided by applicable law, (iiSection 4118(a) where of the Agreement New York Insurance Law or except: 1. Where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where company; or 2. Where the Reinsurer with the consent of the direct insured or insureds has assumed such policy bond obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies bonds and in substitution for the obligations of the company to such payees. Prior to implementation of a novation mentioned in this subparagraph, the certificate of assumption on New York risks shall be approved by the Superintendent of the State of New York. A. As a condition precedent to any right of action hereunder, in the event of any dispute or difference of opinion hereafter arising with respect to this Contract, it is hereby mutually agreed that such dispute or difference of opinion shall be submitted to arbitration. One Arbiter shall be chosen by the Company, the other by the Reinsurer, and an Umpire shall be chosen by the two Arbiters before they enter upon arbitration, all of whom shall be active or retired disinterested executive officers of insurance or reinsurance companies. In the event that either party should fail to choose an Arbiter within thirty (30) days following a written request by the other party to do so, the requesting party may choose two Arbiters who shall in turn choose an Umpire before entering upon arbitration. If the two Arbiters fail to agree upon the selection of an Umpire within thirty (30) days following their appointment, each Arbiter shall nominate three candidates within ten (10) days thereafter, two of whom the other shall decline, and the decision shall be made by drawing lots. B. Each party shall present its case to the Arbiters within thirty (30) days following the date of appointment of the Umpire. The Arbiters shall consider this Contract as an honorable engagement rather than merely as a legal obligation and they are relieved of all judicial formalities and may abstain from following the strict rules of law. The decision of the Arbiters shall be final and binding on both parties; but failing to agree, they shall call in the Umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the Arbiters may be entered in any court of competent jurisdiction. C. If more than one reinsurer is involved in the same dispute, all such reinsurers shall constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own Arbiter, and shall jointly and equally bear with the other the expense of the Umpire and of the arbitration. In the event that the two Arbiters are chosen by one party, as above provided, the expense of the Arbiters, the Umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place in Woodland Hills, California, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the State of California. Article XXIII - Service of Suit (BRMA 49C) (Applicable if the Reinsurer is not domiciled in the United States of America, and/or is not authorized in any State, Territory or District of the United States where authorization is required by insurance regulatory authorities) A. It is agreed that in the event the Reinsurer fails to pay any amount claimed to be due hereunder, the Reinsurer, at the request of the Company, will submit to the jurisdiction of any court of competent jurisdiction within the United States. Nothing in this Article constitutes or should be understood to constitute a waiver of the Reinsurer's rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States. B. Further, pursuant to any statute of any state, territory or district of the United States which makes provision therefor, the Reinsurer hereby designates the party named in its Interests and Liabilities Agreement, or if no party is named therein, the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his successor or successors in office, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Company to such payeesor any beneficiary hereunder arising out of this Contract.

Insolvency. 13.01 A. If more than one reinsured company is referenced within the definition of “Company” in the Preamble to this Contract, this Article will apply severally to each such company. Further, this Article and the laws of the domiciliary state will apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws will prevail. B. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 C. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the Company. 13.04 It is further understood and agreed thatD. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, (except (i) as provided by applicable lawSection 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (ii1) where the Agreement Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Insurance of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy.

Insolvency. 13.01 In the event of insolvency 1. If you become insolvent, all of the Company, this reinsurance shall due you will be payable paid in full directly to the Company you or to its liquidator, receiver, conservator your liquidator (receiver or statutory successor successor) on the basis of your liability under the liability of the Company policy or policies reinsured, without diminution because of the insolvency of the Company or because your insolvency. 2. If you become insolvent, the liquidator, receiver, conservator receiver or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall will give us written notice to the Reinsurer of the pendency of a pending claim against you for insurance reinsured under this Agreement within a reasonable time after the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days after such claim is filed in the insolvency, conservation or liquidated proceeding or in insolvency proceeding. During the receivership, and that during insolvency proceedings where the pendency of such claim, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicatedsettled, we may investigate this pending claim and interpose in your or your liquidator's, receiver's or statutory successor's name, but at our own expense, any defense or defenses that it which we may deem believe available to the Company you or its your liquidator, receiver, conservator receiver or statutory successor. 3. The expense thus expenses incurred by the Reinsurer shall us will be chargeable, subject to the approval of the Courtcourt approval, against the Company you as part of the expense of conservation or liquidation liquidation, to the extent of a pro rata the proportionate share of the benefit which may accrue to the Company you solely as a result of the defense undertaken by the Reinsurer. 13.03 us. Where two or more reinsurers are involved in the same claim and a majority in interest elect elects to interpose a defense or defenses to such this claim, the expense shall will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Companyyou. 13.04 It is further understood and agreed that, in 4. In the event of our insolvency, as determined by the department of insurance responsible for such determination, all reinsurance ceded under this Agreement may be recaptured immediately by you without penalty effective as of the day prior to the earlier of our becoming insolvent or the date of such determination by the said department of insurance. 5. Where two or more reinsurers are members of a pool of reinsurers established hereby, the insolvency of the Company, the reinsurance under one reinsurer shall not be deemed to abrogate this Agreement shall be payable directly by the Reinsurer with respect 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 payeesother reinsurers.

Insolvency. 13.01 In the event of the insolvency of the Company, this reinsurance shall be payable by the Reinsurer directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator conservator, or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator conservator, or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator conservator, or statutory successor. Back to Contents The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 . Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement their respective reinsurance agreements as though such expense had been incurred by the Company. 13.04 It is further understood and agreed that, in the event of the insolvency of the Company, the . The reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator, or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company Company, and (iii) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 13.01 A. In the event of the insolvency of one or more of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy Policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 13.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Companycompany. 13.04 C. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company company to such payees. D. In the event of the insolvency of any company or companies listed in the designation of “Company” under this Contract, this Article shall apply only to the insolvent company or companies.

Insolvency. 13.01 A. In the event of the insolvency of the Company, the reinsurance subject to this reinsurance Agreement shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this the Agreement as though such expense had been incurred by the Company. 13.04 C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this the Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, or except (i) as provided by applicable law, (ii1) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed in writing such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees.. Quota Share Reinsurance Agreement Originally Effective: April 15, 2006

Insolvency. 13.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator conservator, or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond Policy reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 13.04 B. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator, or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (iia) where the this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iiib) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 13.01 A. In the event of insolvency of the Company, the reinsurance provided by this reinsurance Agreement shall be payable by the Reinsurer on the basis of the liability of the Company as respects Policies covered hereunder, without diminution because of such insolvency, directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis except as provided in Sections 4118(a)(1)(A) and 1114(c) of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsNew York Insurance Law. 13.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company B. The Reinsurer shall give be given written notice to the Reinsurer of the pendency of each claim or loss which may involve the reinsurance provided by this Agreement within a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim or loss is filed in the insolvency, conservation insolvency proceedings. The Reinsurer shall have the right to investigate each such claim or liquidated proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims loss and interpose, at its own expense, in the proceeding proceedings where such the claim or loss is to be adjudicated, any defense or defenses that which it may deem available to the Company or Company, its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 Where two C. In addition to the offset provisions set forth in Article XXI- Offset, any debts or more reinsurers credits, liquidated or unliquidated, in favor of or against either party on the date of the receivership or liquidation order (except where the obligation was purchased by or transferred to be used as an offset) are involved in the same claim deemed mutual debts or credits and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance set off with the terms balance only to be allowed or paid. Although such claim on the part of either party against the other may be unliquidated or undetermined in amount on the date of the entry of the receivership or liquidation order, such claim will be regarded as being in existence as of such date and any claims then in existence and held by the other party may be offset against it. D. Nothing contained in this Article is intended to change the relationship or status of the parties to this Agreement as though such expense had been incurred by the 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 enlarge upon the rights or statutory successor, obligations of either party hereunder 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 payeesherein.

Insolvency. 13.01 In the event of the insolvency of the Company, and at the option of the Reinsurer, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company Company, indicating the policy or bond reinsured insured, which claim would involve a possible liability on the part of the Reinsurer Reinsurer, within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 Where two . As to all reinsurance made, ceded, renewed or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of otherwise becoming effective under this Agreement as though such expense had been incurred by the Company. 13.04 It is further understood and agreed that, in the event of the insolvency of the CompanyAgreement, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator, or statutory successor, successor (except (i) as provided by applicable law, Sections 4118(a) (ii1) (A) and 1114 (c) of the New York Insurance Law or) except (a) where the Agreement applicable reinsurance agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iiib) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to the payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Insurance of the State of New York, is entirely released from its obligation and the Reinsurer pays any loss directly to payees under such payeesCovered Contract. Notwithstanding anything else contained in this Agreement, under no circumstances howsoever arising shall the insolvency of the Company result in an acceleration or enlargement of the Reinsurer's obligations hereunder. In the event of insolvency of the Company, and at the option of the Reinsurer, policyholders, cedents and reinsurers of the Company shall have the ability to deal directly with the Reinsurer on a cut-through basis in respect of all business subject to this Agreement, and the Reinsurer will continue to administer the business subject to this Agreement as though such insolvency had not occurred, including but not limited to the collection of all retrocessional or other recoveries.

Insolvency. 13.01 A. If more than one company is referenced within the definition of “Company” in the Preamble to this Contract, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. Effective: June 1, 2020 DOC: July 10, 2020 U8GR000L (Arch) 13 of 24 B. In the event of the insolvency of the Company, this reinsurance coverage (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 C. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the Company. 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. 13.01 A. If more than one reinsured company is referenced within the definition of “Company” in the Preamble to this Contract, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 13.03 C. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the Company. 13.04 It is further understood and agreed thatD. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, (except (i) as provided by applicable lawSection 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (ii1) where the Agreement Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Insurance of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy. E. Notwithstanding the above, in the event of insolvency of those reinsured companies domiciled in the State of Illinois, the Reinsurer under this Contract shall have rights, as more fully set forth in Section 173.2, 173.3, and 173.4 of Illinois Insurance Code, as amended.

Insolvency. 13.01 In the event of the insolvency of the CompanyCEDING COMPANY, this all reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator receiver or statutory successor on the basis of the liability of the Company CEDING COMPANY without diminution because of the insolvency of the Company or because CEDING COMPANY. In the event of the insolvency of the CEDING COMPANY, the liquidator, receiver, conservator receiver or statutory successor of the Company has failed to pay all or a portion of any claims. 13.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give the REINSURER written notice to the Reinsurer of the pendency of a claim against the Company indicating on the policy or bond reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable tire after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during insolvency proceeding. During the pendency of any such claim, the Reinsurer may REINSURER my investigate such claims claim and interposeinterpose in the name of the CEDING COMPANY (its liquidator, receiver or statutory successor) but at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it which REINSURER may deem available to the Company or its liquidator, receiver, conservator or statutory successorCEDING COMPANY. The expense thus incurred by the Reinsurer REINSURER shall be chargeable, subject to the approval of the Courtcourt approval, against the Company CEDING COMPANY as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company CEDING COMPANY solely as a result of the defense undertaken by the Reinsurer. 13.03 REINSURER. Where two or more reinsurers are involved participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense shall be apportioned in accordance with the terms term of this the reinsurance Agreement as though if such expense had has been incurred by the CompanyCEDING 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.