Common use of Insolvency Clause in Contracts

Insolvency. 1. In the event of the insolvency of the Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly to the Company or to its liquidator, receiver, 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. It is understood, however, that in the event of the insolvency of the Company, the liquidator, receiver or statutory successor of the insolvent Company shall give written notice of the pendency of a claim against the insolvent Company on the policy reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that, during the pendency of such claim, North American Re may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which it may deem available to the Company or to its liquidator, receiver or statutory successor. 2. It is further understood that the expense thus incurred by North American Re shall be chargeable, subject to court approval, against the insolvent Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Re. Where two or more 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 the Reinsurance Agreement as though such expense had been incurred by the Company. 3. In the event of the insolvency of North American Re and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Re.

Insolvency. 1. 13.01 In the event of the insolvency of the Company, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re 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. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent 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 insolvent Company indicating the policy or bond reinsured which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time thirty (30) days after such claim is filed in the insolvency insolvency, conservation or liquidated proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Re. the Reinsurer. 13.03 Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance this Agreement as though such expense had been incurred by the Company. 3. In 13.04 It is further understood and agreed that, in the event of the insolvency of North American Re and the appointment of receivers thereforCompany, the liability of North American Re reinsurance under this Agreement shall not terminate but shall continue with respect 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 ceded to North American Re by in the event of the insolvency of the Company prior 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 date payees under such policies and in substitution for the obligation of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Reto such payees.

Insolvency. 1. In the event of the insolvency of the Company, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re 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 under the contract or contracts reinsured without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator, or statutory successor of the insolvent Company has failed to pay all or portion of any 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 insolvent Company indicating the policy or bond reinsured which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which that it may deem available to the Company or to its liquidator, receiver receiver, conservator, or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Rethe Reinsurer. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement their respective reinsurance agreements as though such expense had been incurred by the Company. 3. In The reinsurance shall be payable by the Reinsurer to the Company or its liquidator, receiver, conservator, or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (a) where the agreement specifically provides another payee of such reinsurance in the event of the insolvency of North American Re the Company, and (b) where the appointment Reinsurer, with the consent of receivers thereforthe direct insured or insureds, has assumed such policy obligations of the liability Company as direct obligations of North American Re shall not terminate but shall continue with respect the Reinsurer to the reinsurance ceded to North American Re by payees under such policies and in substitution for the obligations of the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Repayees.

Insolvency. 1A. 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, all this reinsurance made(or the portion of any risk or obligation assumed by the Reinsurer, ceded, renewed or otherwise becoming effective under this Agreement if required by applicable law) shall be payable by North American Re 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 under Company, or (2) on the contract or contracts reinsured basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company has failed to pay all or a portion of any 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 insolvent Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which that it may deem available to the Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by North American Re. the Reinsurer. C. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this reinsurance Contract as though such expense had been incurred by the Company. 3. In D. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Contract, the reinsurance shall be payable as set forth above by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, (except as provided by Section 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (1) where the Contract specifically provides another payee in the event of the insolvency of North American Re the Company, or (2) where the Reinsurer, with the consent of the direct insured or insureds, has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Financial Services of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the appointment Reinsurer shall pay any loss directly to payees under such Policy. E. Notwithstanding the above, in the event of receivers thereforinsolvency of those reinsured companies domiciled in the State of Illinois, the liability of North American Re Reinsurer under this Contract shall not terminate but shall continue with respect to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency or appointmenthave rights, as more fully set forth in Section 173.2, 173.3, and the Company shall have a security interest in any and all sums held by or under deposit in the name 173.4 of North American ReIllinois Insurance Code, as amended.

Insolvency. 1. In the event of the insolvency of the Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Swiss Re America directly to the Company or to its liquidator, receiver, 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. It is understood, however, that in the event of the insolvency of the Company, the liquidator, receiver or statutory successor of the insolvent Company shall give written notice of the pendency of a claim against the insolvent Company on the policy reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that, during the pendency of such claim, North American Swiss Re America may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which it may deem available to the Company or to its liquidator, receiver or statutory successor. 2. It is further understood that the expense thus incurred by North American Swiss Re America shall be chargeable, subject to court approval, against the insolvent Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American ReSwiss Re America. Where two or more 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 the Reinsurance Agreement as though such expense had been incurred by the Company. 3. In the event of the insolvency of North American Swiss Re America and the appointment of receivers therefor, the liability of North American Swiss Re America shall not terminate but shall continue with respect to the reinsurance ceded to North American Swiss Re America by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Re.Swiss Re America. SWISS RE AMERICA

Insolvency. 1For the purpose of this Agreement, THE COMPANY or THE REINSURER shall be deemed “insolvent” if it does one or more of the following occurs: a. A court-appointed receiver, trustee, custodian, conservator, liquidator, government official or similar officer takes possession of the property or assets of either THE COMPANY or THE REINSURER; or b. Either THE COMPANY or THE REINSURER is placed in receivership, rehabilitation, liquidation, conservation, bankruptcy or similar status pursuant to the laws of any state or of the United States; or c. Either THE COMPANY or THE REINSURER becomes subject to an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the domicile of THE COMPANY or THE REINSURER, as the case may be. In the event of the insolvency of the CompanyTHE COMPANY, all reinsurance made, ceded, renewed or otherwise becoming effective claims payable under this Agreement shall be payable by North American Re THE REINSURER directly to the Company THE COMPANY or to its liquidator, receiver, or statutory successor on the basis of the liability of the Company THE COMPANY under the contract or contracts reinsured without diminution because of the insolvency of the CompanyTHE COMPANY. It is understood, however, that in the event of the insolvency of the CompanyTHE COMPANY, the liquidator, liquidator or receiver or statutory successor of the insolvent Company shall give written notice of the pendency of a claim against the insolvent Company THE COMPANY on the policy reinsured within a reasonable time after such claim is filed in the insolvency proceeding proceeding, and that, during the pendency of such claim, North American Re . THE REINSURER may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which it may deem available to the Company THE COMPANY or to its liquidator, liquidator or receiver or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re THE REINSURER shall be chargeable, subject to court approval, against the insolvent Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Re. Where two or more assuming insurers 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 Reinsurance Agreement as though such expense had been incurred by the Company. 3treaty. In the event of 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 insolvency of North American Re and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue right to cancel this Agreement with respect to occurrences taking place on or after the reinsurance date THE REINSURER first evidences insolvency. Such right to cancel shall be exercised by providing THE REINSURER (or its liquidator, conservator, receiver or statutory successor) with a written notice of THE COMPANY’s intent to recapture ceded business. If THE COMPANY exercises such right to North American Re by 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 Company pendency of any claim with an effective date prior to the date of such insolvency recapture. THE REINSURER, its liquidator, receiver or appointmentstatutory successor shall be liable for all claims incurred prior to the date of recapture. THE REINSURER, its liquidator, receiver or statutory successor will also pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. If at any point in the future during the term of this Agreement, THE REINSURER is deemed insolvent, THE COMPANY’s right of recapture in Section 21 of this Agreement will be triggered unless THE REINSURER elects to, and the Company shall have does, provide, on a timely basis, security interest in any and all sums held by or under deposit in the name form of North American ReAssets in Trust for the benefit of THE COMPANY. If THE REINSURER elects to furnish security in the form of Assets in Trust to avoid THE COMPANY’s right of recapture under Section 21 of this Agreement, the trust must meet the requirements set forth in Sections 16 of Schedule A attached hereto.

Insolvency. 1. A. In the event of the insolvency of the Companyreinsured company, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly to the Company 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 company with diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company company has failed to pay all or a portion of any 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 insolvent Company company indicating the policy or bond reinsured which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company 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. B. It is further understood and agreed that, in the event of the insolvency of one or more of the reinsured companies, the reinsurance under this Contract shall be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor. 2. It is further understood that the expense thus incurred , except as provided by North American Re shall be chargeable, subject to court approval, against the insolvent Company as part Section 4118(a) of the expense New York Insurance Law or except (1) where this Contract specifically provides another payee of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Re. Where two or more assuming insurers are involved such reinsurance in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement as though such expense had been incurred by the Company. 3. In the event of the insolvency of North American Re and the appointment company or (2) where the Reinsurer with the consent of receivers therefor, the liability direct insured or insureds has assumed such policy obligations of North American Re shall not terminate but shall continue with respect the company as direct obligations of the Reinsurer to the reinsurance ceded payees under such policies and in substitution for the obligations of the company to North American Re by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Repayees.

Insolvency. 1. A. In the event of the insolvency of one or more than one of the CompanyCompanies reinsured hereunder, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re 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 under the contract or contracts reinsured Company(ies) without diminution because of the insolvency of the Company. It is understood, however, that in the event one or more than one of the insolvency of the Company, Companies or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company Company(ies) has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company(ies) shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company Company(ies) indicating the policy or bond reinsured which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company Company(ies) or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company Company(ies) as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company Company(ies) solely as a result of the defense undertaken by North American Re. the Reinsurer. B. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance this Agreement as though such expense had been incurred by the CompanyCompany(ies). 3. In the event of the insolvency of North American Re and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Re.

Insolvency. 1. In the event of the insolvency of the Company, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly to the Company 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. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company has failed to pay all or a portion of any 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 insolvent Company indicating the Policy reinsured, which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which it that they may deem available to the Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Rethe Reinsurer. Where two or more assuming insurers Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance reinsurance Agreement as though such expense had been incurred by the Company. 3. In As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable as set forth above by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, except as provided by Sections 4118 (a)(1)(A) and 1114(c) of the New York Insurance Law or except (1) where the Agreement specifically provides another payee in the event of the insolvency of North American Re the Company, and (2) where the Reinsurer, with the consent of the direct insured or insureds, has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York Risks by the Superintendent of Insurance of the State of New York, is entirely released from its obligation and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect Reinsurer pays any Loss directly to the reinsurance ceded to North American Re by the Company prior to the date of payees under such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American RePolicy.

Insolvency. 1. (a) In the event of the insolvency of the CompanyCeding Companies, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly to it is agreed that the Company or to its liquidator, receiver, 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. It is understood, however, that in the event of the insolvency of the Company, the liquidator, receiver conservator or statutory successor of the insolvent Company Ceding Companies shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company on Ceding Companies indicating the policy reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company Ceding Companies or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company Ceding Companies as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company Ceding Companies solely as a result of the defense undertaken by North American Re. the Reinsurer. (b) Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance this Agreement as though such expense had been incurred by the CompanyCeding Companies. 3. In (c) It is further understood and agreed that, in the event of the insolvency of North American Re and the appointment of receivers thereforCeding Companies, the liability of North American Re reinsurance under this Agreement shall not terminate but shall continue with respect be payable directly by the Reinsurer to the Ceding Companies or to its liquidator, receiver or statutory successor, except (1) where this Agreement specifically provides another payee of such reinsurance ceded to North American Re by in the Company prior event of the insolvency of the Ceding Companies or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Ceding Companies as direct obligations of the Reinsurer to the date payees under such policies and in substitution for the obligations of the Ceding Companies to such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Repayees.

Insolvency. 1A. 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, all this reinsurance made(or the portion of any risk or obligation assumed by the Reinsurer, ceded, renewed or otherwise becoming effective under this Agreement if required by applicable law) shall be payable by North American Re 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 under Company, or (2) on the contract or contracts reinsured basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company has failed to pay all or a portion of any 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 insolvent Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which that it may deem available to the Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by North American Re. the Reinsurer. C. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this reinsurance Contract as though such expense had been incurred by the Company. 3. In D. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Contract, the reinsurance shall be payable as set forth above by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, (except as provided by Section 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (1) where the Contract specifically provides another payee in the event of the insolvency of North American Re and the appointment of receivers thereforCompany, the liability of North American Re shall not terminate but shall continue with respect to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Re.or

Insolvency. 1. A. In the event of the insolvency of the Company, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re 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 under the contract or contracts reinsured without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company has failed to pay all or a portion of any 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 insolvent Company indicating the Policy or bond reinsured which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Rethe Reinsurer. Casualty Catastrophe XOL Contract 21 B. Where two or more assuming insurers 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 the Reinsurance Agreement this Contract as though such expense had been incurred by the Company. 3. C. It is further agreed that, in the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or its liquidator, receiver, conservator, or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except 1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company or 2) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payee under such Policies and in substitution for the obligations of the Company to such payees. D. In the event of the insolvency of North American Re and any company or companies listed in the appointment designation of receivers therefor“Company” under this Contract, the liability of North American Re this Article shall not terminate but shall continue with respect apply only to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency insolvent company or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Recompanies.

Insolvency. 1. In the event of the insolvency of the Company, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability amount of the Company under claims allowed in the contract or contracts reinsured insolvency proceeding without diminution because of the insolvency of the Company. It Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed or is understoodunable to pay all or a portion of a claim, however, that except where (a) this Agreement specifically provides another payee of such reinsurance in the event of the insolvency Company’s insolvency, provided that this exception shall only apply to the extent that the reinsurance proceeds due such payee are actually paid by the Reinsurer, or (b) the Reinsurer, with the consent of the Companydirect 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 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 Insurance Contract which involves a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership and that, during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the expense The expenses thus incurred by North American Re the Reinsurer shall be chargeable, subject to court the Court’s approval, against the insolvent Company as part of the expense of the conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by North American Re. Where two or more 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 the Reinsurance Agreement as though such expense had been incurred by the CompanyReinsurer. 3. In the event of the insolvency of North American Re and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Re.

Insolvency. 1. A. In the event of the insolvency of one or more of the Companyreinsured companies, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re 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 under the contract or contracts reinsured company without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company company has failed to pay all or a portion of any 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 insolvent Company company indicating the policy or bond reinsured which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by North American Re. the Reinsurer. B. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this Contract as though such expense had been incurred by the Companycompany. 3. In C. It is further understood and agreed that, in the event of the insolvency of North American Re and one or more of the appointment of receivers thereforreinsured companies, the liability of North American Re reinsurance under this Contract shall not terminate but shall continue with respect be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (a) where this Contract specifically provides another payee of such reinsurance ceded to North American Re by in the Company prior event of the insolvency of the company or (b) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the company as direct obligations of the Reinsurer to the date payees under such policies and in substitution for the obligations of the company to such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Repayees.

Insolvency. 1. 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, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re 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 under or on the contract or contracts reinsured basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company has failed to pay all or a portion of any 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 insolvent Company indicating the policy or bond reinsured which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Re. Where two or more 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 the Reinsurance Agreement as though such expense had been incurred by the CompanyReinsurer. 3. In the event of the insolvency of North American Re and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Re.

Insolvency. 1. In the event of the insolvency of the Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement Contract shall be payable by North American Re directly 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, 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 the Company under the contract or contracts reinsured without diminution because of the insolvency of the Company. It is understood, however, that such reinsurance in the event of the insolvency of the CompanyCompany or when the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. It is agreed, however, that the liquidator, liquidator or receiver or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company on the policy Policy or Policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where when such claim is to be adjudicated, any defense or defenses which it may deem available to the Company or to its liquidator, liquidator or receiver or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approval, against the insolvent Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Rethe Reinsurer. Where When two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this Contract as though such expense had been incurred by the insolvent Company. 3. In the event of the insolvency of North American Re and any company or companies included in the appointment designation of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect "Company," this clause will apply only to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency insolvent company or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Recompanies.

Insolvency. 1. A. In the event of the insolvency of one or more of the Companyreinsured companies, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re 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 under the contract or contracts reinsured company without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company company has failed to pay all or a portion of any 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 insolvent Company company indicating the policy or bond reinsured which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by North American Re. the Reinsurer. B. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this Contract as though such expense had been incurred by the Companycompany. 3. In C. It is further understood and agreed that, in the event of the insolvency of North American Re and one or more of the appointment of receivers thereforreinsured companies, the liability of North American Re reinsurance under this Contract shall not terminate but shall continue with respect be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance ceded to North American Re by in the Company prior event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such bond or policy obligations of the company as direct obligations of the Reinsurer to the date payees under such bonds or policies and in substitution for the obligations of the company to such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Repayees.

Insolvency. 1A. 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, all reinsurance madethis coverage (or the portion of any risk or obligation assumed by the Reinsurer, ceded, renewed or otherwise becoming effective under this Agreement if required by applicable law) shall be payable by North American Re 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 under Company, or (2) on the contract or contracts reinsured basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company has failed to pay all or a portion of any 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 insolvent Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which that it may Effective: June 1, 2021 DOC: July 13, 2021 UBWP0008C 13 of 22 deem available to the Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by North American Re. the Reinsurer. C. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this reinsurance Contract as though such expense had been incurred by the Company. 3. In the event of the insolvency of North American Re and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Re.

Insolvency. 1. A. In the event of the insolvency of one or both of the Companyreinsured companies, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly to the Company 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 company without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company company has failed to pay all or a portion of any 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 insolvent Company company indicating the policy or bond reinsured which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by North American Re. the Reinsurer. B. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this Contract as though such expense had been incurred by the Companycompany. 3. In C. It is further understood and agreed that, in the event of the insolvency of North American Re and one or both of the appointment of receivers thereforreinsured companies, the liability of North American Re reinsurance under this Contract shall not terminate but shall continue with respect be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance ceded to North American Re by in the Company prior event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the company as direct obligations of the Reinsurer to the date payees under such policies and in substitution for the obligations of the company to such payees. D. Notwithstanding the above, in the event of the insolvency of one or appointmentboth of the reinsured companies, and the Company Reinsurer under this Contract shall have a security interest rights, as more fully set forth in any Section 173.2, 173.3 and all sums held by or under deposit in the name 173.4 of North American ReIllinois Insurance Code, as amended.

Insolvency. 1A. 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, all this reinsurance made(or the portion of any risk or obligation assumed by the Reinsurer, ceded, renewed or otherwise becoming effective under this Agreement if required by applicable law) shall be payable by North American Re 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 under Company, or (2) on the contract or contracts reinsured basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company has failed to pay all or a portion of any 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 insolvent Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which that it may deem available to the Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by North American Re. the Reinsurer. C. Where two (2) or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this reinsurance Contract as though such expense had been incurred by the Company. 3. In D. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Contract, the reinsurance shall be payable as set forth above by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, (except as provided by Section 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (1) where the Contract specifically provides another payee in the event of the insolvency of North American Re the Company, or (2) where the Reinsurer, with the consent of the direct insured or insureds, has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Financial Services of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the appointment of receivers therefor, the liability of North American Re Reinsurer shall not terminate but shall continue with respect pay any loss directly to the reinsurance ceded to North American Re by the Company prior to the date of payees under such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American RePolicy.

Insolvency. 1. 16.1 In the event of the insolvency of the Company, all Ceding Company or its successor in interest this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re 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 under the contract or contracts reinsured without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, Ceding Company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Ceding Company has failed to pay all or a portion of any 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 insolvent Ceding Company indicating the policy or bond reinsured which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, interpose at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which that it may deem available to the Ceding Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Ceding Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by North American Re. Where two or more assuming insurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense Reinsurer. 16.2 The Reinsurance shall be apportioned in accordance with payable by the terms Reinsurer to the Ceding Company or to its liquidator, receiver, conservator or statutory successor, except as provided by section 4118 (a) of the Reinsurance Agreement as though New York Insurance Law or except (a) where the policy specifically provided another payee of such expense had been incurred by the Company. 3. In reinsurance in the event of the insolvency of North American Re the Ceding Company and (b) where the appointment Reinsurer with the consent of receivers therefor, the liability direct insured or insureds has assumed such policy obligations of North American Re shall not terminate but shall continue with respect the Ceding Company as direct obligations of the Reinsurer to the reinsurance ceded payees under such policies and in substitution for the obligations of the Ceding Company to North American Re by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Repayees.

Insolvency. 1For 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 made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re THE REINSURER directly to the Company THE COMPANY or to its liquidator, receiver, or statutory successor on the basis of the liability of the Company THE COMPANY under the contract or contracts reinsured without diminution because of the insolvency of the CompanyTHE COMPANY. It is understood, however, that in the event of the insolvency of the CompanyTHE COMPANY, the liquidator, liquidator or receiver or statutory successor of the insolvent Company shall give written notice of the pendency of a claim against the insolvent Company THE COMPANY on the policy reinsured within a reasonable time after such claim is filed in the insolvency proceeding proceeding, and that, during the pendency of such claim, North American Re claim THE REINSURER may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which it may deem available to THE COMPANY 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, conservator, receiver or statutory successor) with a written notice of THE COMPANY’s intent to recapture ceded business. If THE COMPANY exercises such right to cancel and recapture ceded business, such election shall be in lieu of any premature recapture fee. Upon such election, THE COMPANY shall be under no obligation to THE REINSURER, its liquidator, receiver or statutory successor. 2. It is further understood that the expense thus incurred by North American Re ; however, THE REINSURER, its liquidator, receiver or statutory successor shall be chargeable, subject to court approval, against the insolvent Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Re. Where two or more 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 the Reinsurance Agreement as though such expense had been liable for all claims incurred by the Company. 3. In the event of the insolvency of North American Re and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency recapture. THE REINSURER, its liquidator, receiver or appointmentstatutory 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 (a), (b), or (c) above, then THE COMPANY’s right of recapture will be triggered unless THE REINSURER elects to, and the Company shall have does, provide on a timely basis, additional security interest in any and all sums held by or under deposit in the name form of North American Re.(1) a letter of credit that meets the 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 ‘Funds Withheld Provisions’ of Schedule A.

Insolvency. 1. A. In the event of the insolvency of the Company, all this reinsurance made(or the portion of any risk or obligation assumed by the Reinsurer, ceded, renewed or otherwise becoming effective under this Agreement if required by applicable law) shall be payable by North American Re 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 under Company, or (2) on the contract or contracts reinsured basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company has failed to pay all or a portion of any 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 insolvent Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which that it may deem available to the Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by North American Re. the Reinsurer. B. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this reinsurance Contract as though such expense had been incurred by the Company. 3. In C. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Contract, the reinsurance shall be payable as set forth above by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where the Contract specifically provides another payee in the event of the insolvency of North American Re and the appointment Company, or (2) where the Reinsurer, with the consent of receivers thereforthe direct insured or insureds, has assumed such Policy obligations of the liability Company as direct obligations of North American Re shall not terminate but shall continue with respect the Reinsurer to the reinsurance ceded to North American Re by payees under such Policies and in substitution for the obligations of the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Repayees.

Insolvency. 1A. 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, all reinsurance madethis coverage (or the portion of any risk or obligation assumed by the Reinsurer, ceded, renewed or otherwise becoming effective under this Agreement if required by applicable law) shall be payable by North American Re 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 under Company, or (2) on the contract or contracts reinsured basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company has failed to pay all or a portion of any 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 insolvent Company indicating the Policy or bond reinsured, which claim would involve a possible Effective: June 1, 2021 DOC: July 13, 2021 UBWP0006C 13 of 23 liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which that it may deem available to the Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by North American Re. the Reinsurer. C. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this reinsurance Contract as though such expense had been incurred by the Company. 3. In the event of the insolvency of North American Re and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Re.

Insolvency. 1. A. In the event of the insolvency of one or more than one of the CompanyCompanies reinsured hereunder, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re 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 under the contract or contracts reinsured Company(ies) without diminution because of the insolvency of the Company. It is understood, however, that in the event one or more than one of the insolvency of the Company, Companies or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company Company(ies) has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company(ies) shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company Company(ies) indicating the policy or bond reinsured which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company Company(ies) or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company Company(ies) as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company Company(ies) solely as a result of the defense undertaken by North American Re. the Reinsurer. B. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance this Agreement as though such expense had been incurred by the CompanyCompany(ies). 3. In C. It is further understood and agreed that, in the event of the insolvency of North American Re and one or more than one of the appointment of receivers thereforCompanies, the liability of North American Re reinsurance under this Agreement shall not terminate but shall continue with respect be payable directly by the Reinsurer to the reinsurance ceded Company(ies) or to North American Re by the Company prior to the date its liquidator, receiver or statutory successor, except where this Agreement specifically provides another payee of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit reinsurance in the name event of North American Rethe insolvency of the Company(ies).

Insolvency. 1. In the event of the insolvency of the a Company, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement as to Fronted Policies issued by such Company shall be payable by North American Re directly to the such Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability amount of the Company under claims allowed in the contract or contracts reinsured insolvency proceeding without diminution because of the insolvency of such Company or because the liquidator, receiver, conservator or statutory successor of such Company has failed or is unable to pay all or a portion of a claim, except where (a) this Agreement specifically provides another payee of such reinsurance in the event of such Company’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 understoodagreed, however, that in the event of the insolvency of the Company, the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against such Company indicating the insolvent Company Fronted Policy which involves a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership and that, during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the such Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the expense The expenses thus incurred by North American Re the Reinsurer shall be chargeable, subject to court the Court’s approval, against the insolvent such Company as part of the expense of the conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the such Company solely as a result of the defense undertaken by North American Re. Where two or more 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 the Reinsurance Agreement as though such expense had been incurred by the CompanyReinsurer. 3. In the event of the insolvency of North American Re and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Re.

Insolvency. 1. 12.01 In the event of the Ceding Company's insolvency and the appointment of a conservator, liquidator, or statutory successor, the Company, all reinsurance made, ceded, renewed portion of any risk or otherwise becoming effective under this Agreement obligation assumed by the Reinsurer shall be payable by North American Re directly to the Company or to its conservator, liquidator, receiver, or statutory successor on the basis of claims allowed against the liability Ceding Company by any court of competent jurisdiction or by any conservator, liquidator, or statutory successor of the Company under the contract or contracts reinsured company having authority to allow such claims, without diminution because of that insolvency, or because the insolvency conservator, liquidator, or statutory successor has failed to pay all or a portion of any claims. Payments by the Company. It is understoodReinsurer as set forth in this Section shall be made directly to the Ceding Company or to its conservator, howeverliquidator, that or statutory successor, except where the contract of insurance or reinsurance specifically provides another payee of such reinsurance in the event of the insolvency Ceding Company's insolvency. Treaty No. 3188-10 Effective 08/01/2002 12.02 In the event of the Ceding Company's insolvency, the conservator, liquidator, receiver or statutory successor of the insolvent Company shall give written notice of the pendency of a claim against the insolvent Ceding Company on the policy any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that, during the pendency of such claim, North American Re filed. The Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which it may deem available to the Ceding Company or to its conservator, liquidator, receiver or statutory successor. 2. It is further understood that the expense thus 12.03 The expenses incurred by North American Re the Reinsurer shall be chargeable, subject to court approval, against the insolvent Ceding Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Ceding Company in conservation or liquidation, solely as a result of the defense undertaken by North American Rethe Reinsurer. Where two or more assuming insurers 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 the Reinsurance Agreement shared as though such expense had been incurred by the Ceding Company. 3. 12.04 In the event of the insolvency of North American Re and the appointment of receivers thereforReinsurer's insolvency, the liability Ceding Company may cancel the Agreement for future new business and will notify the Reinsurer in writing of North American Re shall not terminate but shall continue with respect its intent. The parties agree to waive the reinsurance ceded to North American Re by the Company prior to the date of such insolvency or appointmentnotification period for this cancellation, and the effective date will be no earlier than the effective date of the Reinsurer's insolvency. Upon giving written notice to the Reinsurer, the Ceding Company shall have a security interest in any and may also recapture all sums held of the inforce business reinsured by or the Reinsurer under deposit in this Agreement. In the name of North American Reevent the Ceding Company exercises this recapture option, Article 9 Recapture will apply.

Insolvency. 1A. 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, all reinsurance madethis coverage (or the portion of any risk or obligation assumed by the Reinsurer, ceded, renewed or otherwise becoming effective under this Agreement if required by applicable law) shall be payable by North American Re 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 under Company, or (2) on the contract or contracts reinsured basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company has failed to pay all or a portion of any 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 insolvent Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which that it may Effective: June 1, 2021 DOC: July 8, 2021 UBWP0006 13 of 22 deem available to the Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by North American Re. the Reinsurer. C. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this reinsurance Contract as though such expense had been incurred by the Company. 3. In the event of the insolvency of North American Re and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Re.

Insolvency. 1The reinsurance under this Contract shall be payable by the Reinsurer on the basis of the liability of one or more of the Companies under the Policy or Policies reinsured without diminution because of the insolvency of one or more of the Companies reinsured or because the liquidator, receiver, conservator or statutory successor of the Company(ies) has failed to pay all or a portion of any claim. In the event of the insolvency of one or more of the CompanyCompanies reinsured, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly to the Company or to its liquidator, receiver, 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. It is understood, however, that in the event of the insolvency of the Company, the liquidator, receiver conservator or statutory successor of the insolvent Company Company(ies) shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company Company(ies) on the policy Policy or Policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that, during the pendency of such claim, North American Re claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which it may deem available to the Company Company(ies) or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, chargeable subject to court approval, approval against the insolvent Company Company(ies) as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company Company(ies) solely as a result of the defense undertaken by North American Rethe Reinsurer. Where two or more assuming insurers Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this Contract as though such expense had been incurred by the Company. 3Company(ies). In the event of the insolvency of North American Re and one or more of the appointment of receivers thereforCompanies reinsured, the liability of North American Re reinsurance under this Contract shall not terminate but shall continue with respect be payable by the Reinsurer directly to the reinsurance ceded to North American Re by the Company prior Company(ies) or to the date 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 insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit Reinsurance in the name event of North American Rethe insolvency of the Company(ies) and (II) the Reinsurer with the consent of the direct insureds and, with the prior approval of the Superintendent of Insurance of New York to the certificate of assumption issued to New York direct insureds, has assumed such Policy obligations of the Company(ies) as its direct obligations to the payees under such Policies, in substitution for the obligations of the Company(ies) to such payees.

Insolvency. 1. In the event of (i) the insolvency insolvency, (ii) a finding by the commissioner that conditions set forth in subdivision (d) or (i) of California Insurance Code Section 1011, (iii) a Regulatory Action Level Event as defined in California Insurance Code Section 739.4, or (iv) any other event which permits the appointment of a liquidator, receiver, conservator or statutory successor has occurred with respect to the Applicable Company, all and the appointment of a liquidator, receiver, conservator or statutory successor of any Applicable Company, this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly to the Company such Applicable Company, or to its liquidator, receiver, conservator or statutory successor successor, on the basis of claims allowed against the liability insolvent Applicable Company by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Applicable Company under the contract or contracts reinsured having authority to allow those claims, without diminution because of the insolvency or events describe in subsections (ii) through (iv), above, of the CompanyApplicable Company or because the liquidator, receiver, conservator or statutory successor of the Applicable Company has failed to pay all or a portion of any claim. It is understoodPayments by the reinsurer shall be made directly to the ceding insurer or to its liquidator, howeverreceiver, that conservator or statutory successor, except where the contract of insurance or reinsurance specifically provides another payee of such reinsurance in the event of the insolvency or events describe in subsections (ii) through (iv), above, of the Applicable Company. It is agreed, however, that the liquidator, receiver receiver, conservator or statutory successor of the insolvent Applicable Company shall will give written notice to the Reinsurer of the pendency of a claim Claim against the insolvent Applicable Company indicating the Eligible Policy reinsured, which Claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim Claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claimClaim, North American Re the Reinsurer may investigate such claim Claim and interpose, at its own expense, in the proceeding where such claim Claim is to be adjudicated, adjudicated any defense or defenses which that it may deem available to the Applicable Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, payable subject to court approval, against approval out of the estate of the insolvent Applicable Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company ceding insurer in conservation or liquidation, solely as a result of the defense undertaken by North American Rethe Reinsurer. 2. Where two or more assuming insurers reinsurers are involved in the same claim Claim and a majority in interest elect to interpose defense to such claimClaim, the expense shall will be apportioned in accordance with the terms of the Reinsurance Agreement this Contract as though such expense had been incurred by the Applicable Company. 3. In the event of the insolvency of North American Re and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Re.

Insolvency. 1. In the event of the insolvency of the Company, all This reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly to the Company or to its liquidator, receiver, or statutory successor Reinsurer on the basis of the liability of the Company reinsured Company(ies) under the contract or contracts Bonds reinsured hereunder without diminution diminution, because of the insolvency of one or more than one of the CompanyCompanies, to the Company(ies) or its liquidator, receiver, or statutory successor. It is understood, however, that in In the event of the insolvency of one or more than one of the CompanyCompanies, the liquidator, liquidator or receiver or statutory successor of the insolvent Company Company(ies) shall give written notice to the Reinsurer of the pendency of a claim filed against the insolvent Company Company(ies) on the policy Bond or Bonds reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that, during proceeding. During the pendency of such claim, North American Re claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which it may deem available to the Company Company(ies) or to its liquidator, liquidator or receiver or statutory successor. 2. It is further understood that the expense The expenses thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approval, against the insolvent Company Company(ies) as part of the expense of liquidation to the extent of a proportionate share of the benefit benefits which may accrue to the Company Company(ies) solely as a result of the defense so undertaken by North American Rethe Reinsurer. Where two Should one or more assuming insurers are involved in than one of the same claim and Companies go into liquidation or should a majority in interest elect to interpose defense to such claimreceiver be appointed, the expense Reinsurer shall be apportioned in accordance with entitled to deduct from any sums which may be or may become due to the terms Company(ies) any sums which are due to the Reinsurer by the Company(ies) and which are payable at a fixed or stated date under this Contract, the Surety Excess of Loss Reinsurance Contract, the Certificates of Facultative Reinsurance, the Surety Quota Share Treaty or the Aggregate Stop Loss Reinsurance Contract between certain of the Reinsurance Agreement as though such expense had been incurred parties hereto to the full extent permitted by the Company. 3laws of the insolvent party's state of domicile. In It is further understood and agreed that, in the event of the insolvency of North American Re and one or more than one of the appointment of receivers thereforCompanies, the liability of North American Re reinsurance under this Contract shall not terminate but shall continue with respect be payable directly by the Reinsurer to the Company(ies) or to its liquidator, receiver or statutory successor, except a) where this Contract specifically provides another payee of such reinsurance ceded to North American Re by in the Company prior event of the insolvency of the Company(ies) or b) where the Reinsurer with the consent of the direct insured or insureds has assumed such Bond obligations of the Company(ies) as direct obligations of the Reinsurer to the date payees under such Bonds and in substitution for the obligations of the Company(ies) to such insolvency or appointmentpayees. In no event shall anyone other than the parties to this Contract or, and the Company shall have a security interest in any and all sums held by or under deposit in the name event of North American Reone or more than one of the Company's insolvency, its liquidator, receiver, or statutory successor, have any rights under this Contract.

Insolvency. 1. In the event of the declared insolvency of the CompanyReinsured, all and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance madewill be payable, cededwith reasonable provision for verification, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly to the Company Reinsured or to its domiciliary liquidator, receiver, or conservator or statutory successor successor, on the basis of the liability of the Company under the contract or contracts reinsured Reinsured without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, Reinsured or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company shall Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will give written notice to the Reinsurer of the pendency of a claim against involving the insolvent Company Reinsured indicating which of the underlying insurance contracts would involve possible liability on the policy reinsured part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after such the claim is filed in the insolvency proceeding and thatconservation, during liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of such any claim, North American Re the Reinsurer may investigate such claim the same and interpose, at its own expense, in the proceeding where such that claim is to be adjudicated, any defense or defenses which that it may deem available to the Company Reinsured, to its contract owner, or to its any liquidator, receiver or statutory successor. 2. It is further understood that the expense thus incurred by North American Re shall be chargeable, subject to court approval, against the insolvent Company as part successor of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Re. Where two Reinsured or more 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 the Reinsurance Agreement as though such expense had been incurred by the Company. 3. In the event of the insolvency of North American Re and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Re.guaranty fund or

Insolvency. 1. A. In the event of the insolvency of one or more of the Companyreinsured companies, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly to the Company 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 company without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company company has failed to pay all or a portion of any 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 insolvent Company company indicating the policy or bond reinsured which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by North American Re. the Reinsurer. B. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this Contract as though such expense had been incurred by the Companycompany. 3. In C. It is further understood and agreed that, in the event of the insolvency of North one or more of the reinsured companies, the reinsurance under this Contract shall be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the company to such payees. A. As a condition precedent to any right of action hereunder, any dispute or difference between the Company and any Reinsurer relating to the interpretation or performance of this Contract, including its formation or validity, or any transaction under this Contract, whether arising before or after termination, shall be submitted to arbitration. B. If more than one reinsurer is involved in the same dispute, all such reinsurers shall constitute and act as one party for purposes of this Article provided that communication shall be made by the Company to each of the reinsurers constituting the one party, and provided, however, that nothing therein shall impair the rights of such reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Reinsurer under the terms of this Contract from several to joint. C. Upon written request of any party, each party shall choose an arbitrator and the two chosen shall select a third arbitrator. If either party refuses or neglects to appoint an arbitrator within 30 days after receipt of the written request for arbitration, the requesting party may appoint a second arbitrator. If the two arbitrators fail to agree on the selection of a third arbitrator within 30 days of their appointment, the Company shall petition the American Re 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 receivers therefor, the liability of North American Re shall not terminate but shall continue with respect third arbitrator. D. The parties hereby waive all objections to the reinsurance ceded to North American Re method of selection of the arbitrators, it being the intention of both sides that all the arbitrators be chosen from those submitted by the Company prior 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 date conduct of such insolvency or appointment, 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 Company strict rules of law. The arbitrators may award interest and costs. Each party shall have a security interest 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 and all sums held by or under deposit in the name of North American Re.court

Insolvency. 1. In the event of the insolvency of the Company, all the reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly the Reinsurer to the Company or to its liquidator, receiver, receiver or statutory successor on the basis of the liability of the Company under the contract Original Policy or contracts reinsured policies reinsured, without diminution because of the insolvency of the Company. It is understood, however, that except as provided by Section 4118 (a) of the New York Insurance Law except (a) where this Agreement specifically provides another payee for such insurance in the event of the insolvency of the CompanyCompany and (b) where a v.3499066 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 or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a any claim against the insolvent Company on the policy reinsured which is likely to produce a loss under this Agreement within a reasonable time after such claim is if filed in the insolvency proceeding and that, proceeding; during the pendency of such claim, North American Re the Reinsurer under this Agreement may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which it the Reinsurer may deem available to the Company or to its liquidator, liquidator or receiver or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approval, against the insolvent Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Rethe Reinsurer. Where two or more assuming insurers 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 the Reinsurance this Agreement as though such expense expenses had been incurred by the Company. 3. In Should the event of Company go into liquidation or should a receiver be appointed the insolvency of North American Re and the appointment of receivers therefor, the liability of North American Re Reinsurer shall not terminate but shall continue with respect be entitled to deduct from any sums which may be due or may become due to the reinsurance ceded Company under this Agreement, any sums which are due to North American Re the Reinsurer by the Company prior under this Agreement and which are due at a fixed or stated date, as well as any other sums due to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or Reinsurer which are permitted to be offset under deposit in the name of North American Reapplicable law.

Insolvency. 1. In the event of the insolvency of the Ceding Company, all NALAC’s liability for claims will continue to be in accordance with the terms of this agreement. Payment of reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall claims will be payable by North American Re made directly to the Company or to its liquidator, receiver, 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. It is understood, however, that in the event of the insolvency of the Company, the liquidator, receiver or statutory successor of the insolvent Ceding Company shall without diminution because of the insolvency of the Ceding Company. In the event of insolvency of the Ceding Company, the liquidator, receiver, or statutory successor will give NALAC written notice of the pendency of a claim against the insolvent Company on the policy reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that, during the pendency of such claim, North American Re may investigate such any pending claim and interposeNALAC may, at its own expense, in investigate the proceeding where such claim is to be adjudicated, and interpose any defense or defenses which it may deem deems available to the Ceding Company or to its liquidator, receiver or statutory successor. 2. It is further understood that If the expense thus Ceding Company benefits from the defense undertaken by NALAC, an equitable share of the expenses incurred by North American Re shall NALAC will be chargeable, subject chargeable to court approval, against the insolvent Ceding Company as a part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Reliquidation. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement reinsurance agreement as though such expense had been incurred by the Ceding Company. 3. In the event of the insolvency of North American Re and the appointment of receivers thereforNALAC, the liability of North American Re shall not terminate but shall continue with respect Ceding Company, upon written notice within ninety (90) days, may at its option cancel this agreement effective retroactively to the reinsurance ceded date of such event as it relates to North American Re by the Company renewal of existing reinsurance. NALAC shall then make proper financial adjustment from the effective cancellation date and remain liable for the payment of any claim which had occurred prior to the date of cancellation whether or not due proof of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Reclaim had actually been received.

Insolvency. 1. A. In the event of the insolvency of one or more of the Companyreinsured companies, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly to the Company 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 company without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company company has failed to pay all or a portion of any 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 insolvent Company company indicating the policy or bond reinsured which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by North American Re. the Reinsurer. B. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance this Agreement as though such expense had been incurred by the Companycompany. 3. In C. It is further understood and agreed that, in the event of the insolvency of North American Re and one or more of the appointment of receivers thereforreinsured companies, the liability of North American Re reinsurance under this Agreement shall not terminate but shall continue with respect be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Agreement specifically provides another payee of such reinsurance ceded to North American Re by in the Company prior event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the company as direct obligations of the Reinsurer to the date payees under such Policies and in substitution for the obligations of the company to such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Repayees.

Insolvency. 1. In A. The portion of any risk or obligation assumed by the event Reinsurer, when such portion is ascertained, shall be payable on demand of the insolvency Company at the same time as the Company shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly to the Company or to its liquidatorReinsurer, receiver, or statutory successor on the basis of the liability of the Company under the contract policy or contracts policies reinsured without diminution because of the insolvency of the Company. B. In the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. It is understoodSuch payments by the Reinsurer shall be made directly to the Company or its liquidator, howeverreceiver or statutory successor, that except where the contract of insurance or reinsurance provides another payee of such reinsurance in the event of the insolvency of the CompanyCompany(ies). ED 4/5/96 Page 13 of 14 (Q)/pc/jk 14 01-96-0599 C. It is agreed, however, that the liquidator, liquidator or receiver or statutory successor of the insolvent Company shall Company(ies) will give written notice to the Reinsurer of the pendency of a claim against the insolvent Company Company(ies) on the policy or policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that, that during the pendency of such claim, North American Re claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which it may deem available to the Company Company(ies) or to its liquidator, liquidator or receiver or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re shall the Reinsurer will be chargeable, subject to court approval, against the insolvent Company Company(ies) as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company Company(ies) solely as a result of the defense undertaken by North American Re. the Reinsurer. D. Where two or more assuming insurers 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 the Reinsurance this Agreement as though such expense had been incurred by the Companyinsolvent Company(ies). 3. In the event of the insolvency of North American Re and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Re.

Insolvency. 1. In the event of the declared insolvency of the CompanyReinsured, all and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall will be payable by North American Re immediately upon demand, with reasonable provision for verification, directly to the Company Reinsured or to its domiciliary liquidator, receiver, or conservator or statutory successor successor, on the basis of the liability of the Company under the contract or contracts reinsured Reinsured without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, Reinsured or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company shall Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will give written notice to the Reinsurer of the pendency of a claim against involving the insolvent Company Reinsured indicating which of the underlying insurance contracts would involve possible liability on the policy reinsured part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after such the claim is filed in the insolvency proceeding and thatconservation, during liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of such any claim, North American Re the Reinsurer may investigate such claim the same and interpose, at its own expense, in the proceeding where such that claim is to be adjudicated, any defense or defenses which that it may deem available to the Company Reinsured, to its contract owner, or to its any liquidator, receiver or statutory successor. 2. It is further understood that the expense thus incurred by North American Re shall be chargeable, subject to court approval, against the insolvent Company as part successor of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Re. Where two Reinsured or more 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 the Reinsurance Agreement as though such expense had been incurred by the Company. 3. In the event of the insolvency of North American Re and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Re.guaranty fund or

Insolvency. 1. A. In the event of the insolvency of one or more of the Companyreinsured companies, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly to the Company 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 company without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company company has failed to pay all or a portion of any 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 insolvent Company company indicating the policy or bond reinsured which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by North American Re. the Reinsurer. B. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this Contract as though such expense had been incurred by the Companycompany. 3. In C. It is further understood and agreed that, in the event of the insolvency of North one or more of the reinsured companies, the reinsurance under this Contract shall be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the company to such payees. A. As a condition precedent to any right of action hereunder, 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 Re 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 appointment decision of receivers 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 liability 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 North American Re shall not terminate but shall continue with respect to Insurance or other officer specified for that purpose in the reinsurance ceded to North American Re 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 prior to the date or any beneficiary hereunder arising out of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Rethis Contract.

Insolvency. 1. In the event of the insolvency of the Company, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re 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. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company has failed to pay all or a portion of any 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 insolvent Company and the Policy reinsured, when such claim would involve a possible liability on the policy reinsured part of the Reinsurer, within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re may the Reinsurer may, investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The reasonable expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Rethe Reinsurer. Where two Should the Company go into liquidation or more assuming insurers are involved in the same claim and should a majority in interest elect to interpose defense to such claimreceiver be appointed, the expense all amounts due either Company or Reinsurer, whether by reason of premium, losses or otherwise under this Agreement, shall be apportioned in accordance with subject to the terms right of offset at any time and from time to time, and upon the exercise of the Reinsurance Agreement as though such expense had been incurred by same, only the Companynet balance shall be due. 3. In the event of the insolvency of North American Re and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Re.

Insolvency. 1. A. In the event of the insolvency of the Company, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re 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. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company has failed to pay all or a portion of any 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 insolvent Company indicating the Policy or bond Effective: 1/1/06 Page 13 of 27 Pages P06-0108 DLR: 5/22/2006 2:24 PM RP P06-0108 reinsured, which claim would involve a possible liability on the policy reinsured part of the Reinsurer, within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership and that, during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit benefit, which may accrue to the Company solely as a result of the defense undertaken by North American Re. the Reinsurer. B. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this Contract as though such expense had been incurred by the insolvent Company. 3. C. In the event of the insolvency of North American Re and the appointment of receivers thereforCompany, the liability of North American Re reinsurance under this Contract shall not terminate but shall continue with respect be payable directly by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (a) where this Contract specifically provides another payee of such reinsurance ceded to North American Re by in the event of the insolvency of the Company prior or (b) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the date payees under such Policies and in substitution for the obligations of such insolvency or appointment, and the Company to such payees. D. Should the Company go into liquidation or should a receiver be appointed, all amounts due either Company or Reinsurer under this or any other agreement, whether by reason of premium, losses or otherwise under this Contract, shall have a security interest in be subject to the right of offset at any time and all sums held by from time to time and, upon the exercise of the same, only the net balance shall be due. E. In the event of the insolvency of any company or under deposit companies included in the name designation of North American Re"Company," this clause will apply only to the insolvent company or companies.

Insolvency. 1A. 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, all this reinsurance made(or the portion of any risk or obligation assumed by the Reinsurer, ceded, renewed or otherwise becoming effective under this Agreement if required by applicable law) shall be payable by North American Re 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 under Company, or (2) on the contract or contracts reinsured basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company has failed to pay all or a portion of any 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 insolvent Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which that it may deem available to the Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by North American Re. the Reinsurer. C. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this reinsurance Contract as though such expense had been incurred by the Company. 3. In D. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Contract, the reinsurance shall be payable as set forth above by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, (except as provided by Section 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (1) where the Contract specifically provides another payee in the event of the insolvency of North American Re the Company, or (2) where the Reinsurer, with the consent of the direct insured or insureds, has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Insurance of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the appointment of receivers therefor, the liability of North American Re Reinsurer shall not terminate but shall continue with respect pay any loss directly to the reinsurance ceded to North American Re by the Company prior to the date of payees under such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American RePolicy.

Insolvency. 1. A. In the event of the insolvency of the Company, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re 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 under the contract or contracts reinsured without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company has failed to pay all or a portion of any 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 insolvent Company indicating the Policy or bond reinsured which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Re. the Reinsurer. B. Where two or more assuming insurers 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 the Reinsurance Agreement this Contract as though such expense had been incurred by the Company. 3. C. It is further agreed that, in the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or its liquidator, receiver, conservator, or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except 1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company or 2) where the Reinsurer with the consent of the direct insured or insureds Casualty Catastrophe XOL Contract 20 has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payee under such Policies and in substitution for the obligations of the Company to such payees. D. In the event of the insolvency of North American Re and any company or companies listed in the appointment designation of receivers therefor“Company” under this Contract, the liability of North American Re this Article shall not terminate but shall continue with respect apply only to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency insolvent company or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Recompanies.

Insolvency. 1A. 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, all this reinsurance made(or the portion of any risk or obligation assumed by the Reinsurer, ceded, renewed or otherwise becoming effective under this Agreement if required by applicable law) shall be payable by North American Re 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 under Company, or (2) on the contract or contracts reinsured basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company has failed to pay all or a portion of any 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 insolvent Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which that it may deem available to the Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by North American Re. the Reinsurer. C. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this reinsurance Contract as though such expense had been incurred by the Company. 3. In D. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Contract, the reinsurance shall be payable as set forth above by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, or except (1) where the Contract specifically provides another payee in the event of the insolvency of North American Re and the appointment Company, or (2) where the Reinsurer, with the consent of receivers thereforthe direct insured or insureds, has assumed such Policy obligations of the liability Company as direct obligations of North American Re shall not terminate but shall continue with respect the Reinsurer to the reinsurance ceded to North American Re by payees under such Policies and in substitution for the obligations of the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Repayees.

Insolvency. 1For 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 made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re THE REINSURER directly to the Company THE COMPANY or to its liquidator, receiver, or statutory successor on the basis of the liability of the Company THE COMPANY under the contract or contracts reinsured without diminution because of the insolvency of the CompanyTHE COMPANY. It is understood, however, that in the event of the insolvency of the CompanyTHE COMPANY, the liquidator, liquidator or receiver or statutory successor of the insolvent Company shall give written notice of the pendency of a claim against the insolvent Company THE COMPANY on the policy reinsured reinsured within a reasonable time after such claim is filed in the insolvency proceeding proceeding, and that, during the pendency of such claim, North American Re THE REINSURER may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which it may deem available to the Company THE COMPANY or to its liquidator, is liquidator or receiver or statutory successor. 2. It is further understood that the expense thus incurred by North American Re shall be chargeable, subject to court approval, against the insolvent Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Re. Where two or more 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 the Reinsurance Agreement as though such expense had been incurred by the Company. 3. In the event of the insolvency of North American Re 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 appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue right to cancel this Agreement with respect to occurrences taking place on or after the reinsurance date THE REINSURER first evidences insolvency. Such right to cancel shall be exercised by providing THE REINSURER (or its liquidator, conservator, receiver or statutory successor) with a written notice of THE COMPANY’s intent to recapture ceded business. If THE COMPANY exercises such right to North American Re by 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 Company pendency of any claim with an effective date prior to the date of such insolvency recapture. THE REINSURER, its liquidator, receiver or appointmentstatutory successor shall be liable for all claims incurred prior to the date of recapture. THE REINSURER, and its liquidator, receiver or statutory successor will also pay THE COMPANY the Company shall have a security interest in any and all sums held by or under deposit in unearned reinsurance premium within 30 days following the name date of North American Rerecapture.

Insolvency. 1. 12.1 In the event of the insolvency of the Company, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re 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. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company has failed to pay all or a portion of any claims. 12.2 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company (indicating the Policy reinsured), which claim would involve a possible liability on the policy reinsured part of the Reinsurer, within a reasonable time thirty (30) days after such claim is filed in the insolvency insolvency, conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Re. the Reinsurer. 12.3 Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest thereof elect to interpose defense any defenses to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance this Agreement as though such expense had been incurred by the Company. 3. In 12.4 It is further understood and agreed that, in the event of the insolvency of North American Re and the appointment of receivers thereforCompany, the liability of North American Re reinsurance under this Agreement shall not terminate but shall continue with respect be payable directly by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, except (i) as provided by applicable law, (ii) where this Agreement specifically provides another payee of such reinsurance ceded to North American Re by 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 prior as direct obligations of the Reinsurer to the date payees under such Policies and in substitution for the obligation of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Reto such payees.

Insolvency. 1. In the event of the insolvency of the Company, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor 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. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company has failed to pay all or a portion of any 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 insolvent Company Company, indicating the policy or bond reinsured, which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Rethe Reinsurer. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance this Agreement as though such expense had been incurred by the Company. 3. In It is further understood and agreed that, in the event of the insolvency of North American Re and the appointment of receivers thereforCompany, the liability of North American Re reinsurance under this Agreement shall not terminate but shall continue with respect be payable directly by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, except (1) where the Agreement specifically provides another payee of such reinsurance ceded to North American Re by in the event of the insolvency of the Company prior and (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the date payees under such policies and in substitution for the obligations of such insolvency or appointment, and the Company shall have a security interest in any 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 all sums held by or under deposit in the name of North American Reto take effect January 1, 1997 as respects in-force, new and renewal policies.

Insolvency. 1. In the event of the insolvency of the Company, all the reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly the Reinsurer to the Company or to its liquidator, receiver, receiver or statutory successor on the basis of the liability of the Company under the contract original Policy or contracts reinsured Policies reinsured, without diminution because of the insolvency of the Company. It is understood, howeverexcept as provided by Section 4118 (a)(1)(A) of the New York Insurance Law, that 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 CompanyCompany or (b) where a Reinsurer(s) subscribing a participation hereunder with the consent of the original insured or insureds, has assumed such policy obligations of the Company to such payees. If the Company should become insolvent, then the liquidator, receiver or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a any claim against the insolvent Company on the policy reinsured which is likely to produce a loss under this Agreement within a reasonable time after such claim is if filed in the insolvency proceeding and that, proceeding; during the pendency of such claim, North American Re the Reinsurer under this Agreement may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which it the Reinsurer may deem available to the Company or to its liquidator, liquidator or receiver or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approval, against the insolvent Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Rethe Reinsurer. Where two or more assuming insurers 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 the Reinsurance this Agreement as though such expense expenses had been incurred by the Company. 3. In Should the event of Company go into liquidation or should a receiver be appointed the insolvency of North American Re and the appointment of receivers therefor, the liability of North American Re Reinsurer shall not terminate but shall continue with respect be entitled to deduct from any sums which may be due or may become due to the reinsurance ceded Company under this Agreement, any sums which are due to North American Re the Reinsurer by the Company prior under this Agreement and which are due at a fixed or stated date, as well as any other sums due to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or Reinsurer which are permitted to be offset under deposit in the name of North American Re.applicable law. A9CFHB012_4129082

Insolvency. 1. In the event of the insolvency of the Company, all the reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly to the Company 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. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurers of the pendency of a any claim against the insolvent Company indicating the policy or bond reinsured, which claim would involve a possible liability on the policy reinsured part of the Reinsurers, within a reasonable time after such claim [Logo] JARDINE SAYER & Company, Inc. is filed in the insolvency conservation or liquidation proceeding or in the receivership and that, that during the pendency of such claim, North American Re the Reinsurers may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurers shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Rethe Reinsurers. Where two or more assuming insurers 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 the Reinsurance this Agreement as though such expense had been incurred by the Company. 3. In It is further understood and agreed that, in the event of the insolvency of North American Re and the appointment of receivers thereforCompany, the liability of North American Re reinsurance under this Agreement shall not terminate but shall continue with respect be payable directly by the Reinsurers to the reinsurance ceded Company or to North American Re its liquidator, receiver, conservator or statutory successor, except as provided by the applicable reinsurance regulation or except (a) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company prior or (b) where the Reinsurers with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurers to the date payees under such policies and in substitution for the obligations of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Reto such payees.

Insolvency. 1. In the event If you become insolvent, all of the insolvency of the Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall due you will be payable by North American Re paid in full directly to the Company you or to its liquidator, receiver, your liquidator (receiver or statutory successor successor) on the basis of the your liability of the Company under the contract policy or contracts reinsured policies reinsured, without diminution because of the insolvency of the Companyyour insolvency. 2. It is understood, however, that in the event of the insolvency of the CompanyIf you become insolvent, the liquidator, receiver or statutory successor of the insolvent Company shall will give us written notice of the pendency of a pending claim against the insolvent Company on the policy you for insurance reinsured under this Agreement within a reasonable time after such the claim is filed in the insolvency proceeding and that, during proceeding. During the pendency of such claim, North American Re may investigate such claim and interpose, at its own expense, in insolvency proceedings where 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 which it we may deem believe available to the Company you or to its your liquidator, receiver or statutory successor. 23. It is further understood that the expense thus The expenses incurred by North American Re shall us will be chargeable, subject to court approval, against the insolvent Company you as part of the expense of liquidation liquidation, to the extent of a the proportionate share of the benefit which may accrue to the Company you solely as a result of the defense undertaken by North American Reus. Where two or more assuming insurers 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 the Reinsurance this Agreement as though such expense had been incurred by the Companyyou. 34. 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 North American Re and the appointment of receivers therefor, the liability of North American Re one reinsurer shall not terminate but shall continue be deemed to abrogate this Agreement with respect to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Reother reinsurers.

Insolvency. 1. In the event of a receivership, the insolvency of the Company, all reinsurance made, ceded, renewed or otherwise becoming effective recoverables due under this Agreement shall will be payable by North American Re the Reinsurers directly to the Company or to its liquidator, receiver, or statutory successor after reasonable provision for verification, on the basis of claims allowed against the liability insolvent Company by any court of competent jurisdiction having authority to allow such claims or allowed by the receiver as a result of the Company under conclusion of the contract claim filing, approval, and appeal process before the receiver. Regardless of any provision in this Agreement or contracts reinsured other agreement to the contrary, payment will be made without diminution because of such insolvency or because the insolvency receiver has failed to pay all or a portion of any claims. The receiver of the Company. It is understoodCompany will give or arrange to give to the Reinsurers, however, that in the event of the insolvency of the Company, the liquidator, receiver or statutory successor of the insolvent Company shall give written notice of the pendency of a claim against the insolvent Company on the policy reinsured Company, within a reasonable period of time after the initiation of the receivership. Failure to give such claim is filed in notice will not excuse the insolvency proceeding and that, during obligation of the pendency of such claim, North American Re Reinsurers unless they are substantially prejudiced thereby. The Reinsurers may investigate such claim and interpose, at its their own expense, in the proceeding where such claim [Missing Graphic Reference] 10\AQUA1001 is to be adjudicated, any defense or defenses which it they may deem available to the Company or to its liquidator, receiver or statutory successor. 2receiver. It is further understood that the The reasonable expense thus incurred by North American Re shall the Reinsurers will be chargeablepayable, subject to court approval, against out of the estate of the insolvent Company as part of the expense of liquidation the receivership to the extent of a proportionate share of the benefit which may accrue to the Company in receivership, solely as a result of the defense undertaken by North American Rethe Reinsurers. Where two or more assuming insurers are involved in Payments by the same claim and a majority in interest elect Reinsurers will be made directly to interpose defense to such claim, the expense shall be apportioned in accordance with the terms receiver of the Reinsurance Company except where this Agreement as though or the contract of insurance specifically provides another payee for such expense had been incurred by the Company. 3. In reinsurance in the event of the insolvency of North American Re and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American ReCompany.

Insolvency. 1. In the event of the insolvency of the Company, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly to the Company or to its liquidator, receiver, conservator, statutory successor, trustee or statutory other legal successor in interest on the basis of the liability of the Company under the contract or contracts reinsured without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to 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 policy reinsured part of Reinsurer, within a reasonable time after such claim is filed in the insolvency proceeding conservation, liquidation or receivership proceeding, and that, that during the pendency of such claim, North American Re Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense defence or defenses which defences that it may deem available to the Company or to its liquidator, receiver or receiver, conservator, statutory successor. 2, trustee or other legal successor in interest. It is further understood that the The expense thus incurred by North American Re Reinsurer shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company solely as a result of the defense defence undertaken by North American ReReinsurer. Where two or more assuming insurers 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 the Reinsurance this Agreement as though the insolvent Company had incurred such expense had been incurred by the Companyexpense. 3. In the event of the insolvency of North American Re and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Re.

Insolvency. (1. ) In the event of the insolvency of the Company, all the reinsurance made, ceded, renewed or otherwise becoming effective under provided by this Agreement shall be payable by North American Re directly to the Company or to its liquidator, receiver, or statutory successor Reinsurer on the basis of the liability of the Company under the contract or contracts reinsured Policies ceded without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, the Company or because its liquidator, receiver receiver, conservator or statutory successor (hereinafter referred to as the "Liquidator") has failed to pay all or a portion of the insolvent Company any claim. The Liquidator shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company on the policy reinsured under any Policy ceded to Reinsurers and covered by this Agreement within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding and that, during or in the receivership. During the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, interpose at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company or to its liquidator, receiver or statutory successor. 2the Liquidator. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the court, against Effective: September 1, 1998 11 of 16 the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate share Proportionate Share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Re. the Reinsurer. (2) Where two or more assuming insurers Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance this Agreement as though such expense had has been incurred by the Company. (3. In ) The reinsurance provided by this Agreement shall be payable by the Reinsurer to the Company or to the Liquidator, except (a) where the Policy specifically provides another payee of such reinsurance in the event of the insolvency of North American Re the Company, and (b) where the appointment Reinsurer with the consent of receivers therefor, the liability direct insured(s) has assumed the obligations of North American Re shall not terminate but shall continue with respect the Company under the Policies as the direct obligations of the Reinsurer to the reinsurance ceded to North American Re by payees under such Policies and in substitution for the obligations of the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Repayees.

Insolvency. 1. A. In the event of the insolvency of one or more of the Companyreinsured companies, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly to the Company 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 company without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company company has failed to pay all or a portion of any 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 insolvent Company company indicating the policy or bond reinsured which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by North American Re. the Reinsurer. B. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this Contract as though such expense had been incurred by the Companycompany. 3. In C. It is further understood and agreed that, in the event of the insolvency of North American Re and one or more of the appointment of receivers thereforreinsured companies, the liability of North American Re reinsurance under this Contract shall not terminate but shall continue with respect be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance ceded to North American Re by in the Company prior event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the company as direct obligations of the Reinsurer to the date payees under such policies and in substitution for the obligations of the company to such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Re.payees. (XXXXXXXX LOGO)

Insolvency. 1. In the event of the insolvency of the Company, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re 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. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company has failed to pay all or a portion of any 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 36774-003 (Formerly PX60938) Xxxxxx Eff: 03/01/03 of a claim against the insolvent Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the policy reinsured part of the Reinsurer, within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership and that, during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit benefit, which may accrue to the Company solely as a result of the defense undertaken by North American Rethe Reinsurer. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this Contract as though such expense had been incurred by the insolvent Company. 3. In the event of the insolvency of North American Re and the appointment of receivers thereforCompany, the liability of North American Re reinsurance under this Contract shall not terminate but shall continue with respect be payable directly by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (a) where this Contract specifically provides another payee of such reinsurance ceded to North American Re by in the event of the insolvency of the Company prior or (b) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the date payees under such Policies and in substitution for the obligations of such insolvency or appointment, and 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 have a security interest in be subject to the right of offset at any time and all sums held by 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 under deposit companies included in the name designation of North American Re"Company," this clause will apply only to the insolvent company or companies.

Insolvency. 1. A. In the event of the insolvency of one or more of the Companyreinsured companies, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly to the Company 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 company without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company company has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the company shall give written writhen notice to the Reinsurer of the pendency of a claim against the insolvent Company company indicating the policy or bond reinsured which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency 07\I6L1001 conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by North American Re. the Reinsurer. B. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this Contract as though such expense had been incurred by the Companycompany. 3. In C. It is further understood and agreed that, in the event of the insolvency of North American Re and one or more of the appointment of receivers thereforreinsured companies, the liability of North American Re reinsurance under this Contract shall not terminate but shall continue with respect be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance ceded to North American Re by in the Company prior event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the company as direct obligations of the Reinsurer to the date payees under such policies and in substitution for the obligations of the company to such payees. D. Notwithstanding the above, in the event of insolvency or appointmentof the company, the Reinsurer under this Contract shall have rights, as more fully set forth in Section 173.2, 173.3, and the Company shall have a security interest in any and all sums held by or under deposit in the name 173.4 of North American ReIllinois Insurance Code, as amended.

Insolvency. 1. 20.01 In the event of the insolvency of the Company, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re 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. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company has failed to pay all or a portion of any claims. 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 insolvent Company indicating the Policy or bond reinsured which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time thirty (30) days after such claim is filed in the insolvency insolvency, conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Re. the Reinsurer. 20.03 Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance this Agreement as though such expense had been incurred by the Company. 3. In 20.04 It is further understood and agreed that, in the event of the insolvency of North American Re and the appointment of receivers thereforCompany, the liability of North American Re reinsurance under this Agreement shall not terminate but shall continue with respect 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 ceded to North American Re by in the event of the insolvency of the Company prior 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 date payees under such Policies and in substitution for the obligation of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Reto such payees.

Insolvency. 1A. If more than one reinsured company is referenced within the definition of “Company” in the Preamble to this Contract, this Article will apply severally to each such company. Further, this Article and the laws of the domiciliary state will apply in the event of the insolvency of any company intended to be covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company intended to be covered hereunder, that domiciliary state’s laws will prevail. B. In the event of the insolvency of the Company, all this reinsurance made(or the portion of any risk or obligation assumed by the Reinsurer, ceded, renewed or otherwise becoming effective under this Agreement if required by applicable law) shall be payable by North American Re 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 under Company, or (2) on the contract or contracts reinsured basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator Effective: January 1, 2013 DOC: January 17, 2013 U1G30006-01 18 of 26 or statutory successor of the insolvent Company has failed to pay all or a portion of any 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 insolvent Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which that it may deem available to the Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by North American Re. the Reinsurer. C. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this reinsurance Contract as though such expense had been incurred by the Company. 3. In D. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Contract, the event reinsurance shall be payable as set forth above by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, (except as provided by Section 4118(a)(1)(A) of the insolvency New York Insurance Law, provided the conditions of North American Re and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect to the reinsurance ceded to North American Re by the Company prior to the date 1114(c) of such insolvency or appointmentlaw have been met, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Reif New York law applies).

Insolvency. (1. ) In the event of the insolvency of the Company, all the reinsurance made, ceded, renewed or otherwise becoming effective under provided by this Agreement shall be payable by North American Re directly to the Company or to its liquidator, receiver, or statutory successor Reinsurer on the basis of the liability of the Company under the contract or contracts reinsured Policies ceded without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, the Company or because its liquidator, receiver receiver, conservator or statutory successor (hereinafter referred to as the "Liquidator") has failed to pay all or a portion of the insolvent Company any claim. The Liquidator shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company on the policy reinsured under any Policy ceded to Reinsurers and covered by this Agreement within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding and that, during or in the receivership. During the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, interpose at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company or to its liquidator, receiver or statutory successor. 2the Liquidator. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Re. Where two or more assuming insurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense Reinsurer. (2) The reinsurance provided by this Agreement shall be apportioned in accordance with payable by the terms Reinsurer to the Company or to the Liquidator, except as provided by Section 4118(A)(l)(a) (relating to Fidelity and Surety Risks) of the Reinsurance Agreement as though Insurance Law of New York or except (a) where the Policy specifically provides another payee of such expense had been incurred by the Company. 3. In reinsurance in the event of the insolvency of North American Re the Company, and (b) where the appointment Reinsurer with the consent of receivers thereforthe direct insured(s) has assumed the obligations of the Company under the Policies as the direct Effective: September 15, 1998 9 of 12 obligations of the liability of North American Re shall not terminate but shall continue with respect Reinsurer to the reinsurance ceded to North American Re by payees under such Policies and in substitution for the obligations of the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Repayees.

Insolvency. 1. A. In the event of the insolvency of one or more of the Companyreinsured companies, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly to the Company 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 company without diminution because of the insolvency of the Companycompany or because the liquidator, receiver, conservator or 06\M2U1132 (XXXXXXXX LOGO) statutory successor of the company has failed to pay all or a portion of any claim. It is understoodagreed, however, that in the event of the insolvency of the Company, the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company company indicating the policy or bond reinsured which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by North American Re. the Reinsurer. B. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this Contract as though such expense had been incurred by the Companycompany. 3. In C. It is further understood and agreed that, in the event of the insolvency of North American Re and one or more of the appointment of receivers thereforreinsured companies, the liability of North American Re reinsurance under this Contract shall not terminate but shall continue with respect be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance ceded to North American Re by in the Company prior event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the company as direct obligations of the Reinsurer to the date payees under such policies and in substitution for the obligations of the company to such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Repayees.

Insolvency. 1. In the event If you become insolvent, all of the insolvency of the Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall due you will be payable by North American Re paid in full directly to the Company you or to its liquidator, receiver, your liquidator (receiver or statutory successor successor) on the basis of the your liability of the Company under the contract policy or contracts reinsured policies reinsured, without diminution because of the insolvency of the Companyyour insolvency. 2. It is understood, however, that in the event of the insolvency of the CompanyIf you become insolvent, the liquidator, receiver or statutory successor of the insolvent Company shall liquidator will give us written notice of the pendency of a pending claim against the insolvent Company on the policy you for insurance reinsured under this Agreement within a reasonable time after such the claim is filed in the insolvency proceeding and that, during proceeding. During the pendency of such claim, North American Re may investigate such claim and interpose, at its own expense, in insolvency proceedings where 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 which it we may deem believe available to the Company you or to its your liquidator, receiver or statutory successor. 23. It is further understood that the expense thus The expenses incurred by North American Re shall us will be chargeable, subject to court approval, against the insolvent Company you as part of the expense of liquidation liquidation, to the extent of a the proportionate share of the benefit which may accrue to the Company you solely as a result of the defense undertaken by North American Reus. Where two or more assuming insurers 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 the Reinsurance this Agreement as though such expense had been incurred by the Companyyou. 34. 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 North American Re and the appointment of receivers therefor, the liability of North American Re one reinsurer shall not terminate but shall continue be deemed to abrogate this Agreement with respect to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Reother reinsurers.

Insolvency. 1The reinsurance under this Contract shall be payable by the Reinsurer on the basis of the liability of one or more of the Companies under the Policy or Policies reinsured without diminution because of the insolvency of one or more of the Companies reinsured or because the liquidator, receiver, conservator or statutory successor of the Company(ies) has failed to pay all or a portion of any claim. In the event of the insolvency of one or more of the CompanyCompanies reinsured, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly to the Company or to its liquidator, receiver, 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. It is understood, however, that in the event of the insolvency of the Company, the liquidator, receiver conservator or statutory successor of the insolvent Company Company(ies) shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company Company(ies) on the policy Policy or Policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that, during the pendency of such claim, North American Re claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which it may deem available to the Company Company(ies) or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, chargeable subject to court approval, approval against the insolvent Company Company(ies) as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company Company(ies) solely as a result of the defense undertaken by North American Rethe Reinsurer. Where two or more assuming insurers Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this Contract as though such expense had been incurred by the Company. 3Company(ies). In the event of the insolvency of North American Re and one or more of the appointment of receivers thereforCompanies reinsured, the liability of North American Re reinsurance under this Contract shall not terminate but shall continue with respect be payable by the Reinsurer directly to the reinsurance ceded to North American Re by the Company prior Company(ies) or to the date 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 insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit Reinsurance in the name event of North American Rethe insolvency of the Company(ies) and (II) the Reinsurer with the consent of the direct insureds and, with the prior approval of the Superintendent of Insurance of New York to the certificate of assumption issued to New York direct insureds, has assumed such policy obligations of the Company(ies) as its direct obligations to the payees under such policies, in substitution for the obligations of the Company(ies) to such payees.

Insolvency. 1. 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 claim. It is agreed however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurers of the pendency of a claim which would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at their own expense, in the proceeding where such claim is to be adjudicated any defense or defenses that they may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expenses this 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 as a result of the defense undertaken by the Reinsurer. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement Agreement, the reinsurance shall be payable as set forth above by North American Re directly the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor on the basis successor, except as provided by Sections 4118(a)(1)(A) and 1114(c) of the liability of New York Insurance Law or except (1) where the Company under the contract or contracts reinsured without diminution because of the insolvency of the Company. It is understood, however, that Agreement specifically provides another payee in the event of the insolvency of the Company, or (2) where the liquidatorReinsurer, receiver or statutory successor with the consent of the insolvent Company shall give written notice direct insured or insureds, has assumed such policy obligations of the pendency company as direct obligations of a claim against the insolvent Company on the policy reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that, during the pendency of such claim, North American Re may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which it may deem available Reinsurer to the Company or to its liquidator, receiver or statutory successor. 2. It is further understood that payees under such policies and in substitution for the expense thus incurred by North American Re shall be chargeable, subject to court approval, against the insolvent Company as part obligations of the expense of liquidation Company to such payees. Then, and in that event only, the extent of a proportionate share Company, with the prior approval of the benefit which may accrue to certificate of assumption on New York Accountants Professional Liability AmerInst - Bermuda at January 1, 2004 risks by the Company solely as a result Superintendent of Insurance of the defense undertaken by North American Re. Where two or more assuming insurers are involved in the same claim and a majority in interest elect to interpose defense to such claimState of New York, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement as though such expense had been incurred by the Company. 3. In the event of the insolvency of North American Re is entirely released from its obligation and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect Reinsurer pays any loss directly to the reinsurance ceded to North American Re by the Company prior to the date of payees under such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Repolicy.

Insolvency. 1. In the event of the insolvency of the Company, all This reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly to the Company or to its liquidator, receiver, or statutory successor Reinsurer on the basis of the liability of the Company reinsured Company(ies) under the contract or contracts Bonds reinsured hereunder without diminution diminution, because of the insolvency of one or more than one of the CompanyCompanies, to the Company(ies) or its liquidator, receiver, or statutory successor. It is understood, however, that in In the event of the insolvency of one or more than one of the CompanyCompanies, the liquidator, liquidator or receiver or statutory successor of the insolvent Company Company(ies) shall give written notice to the Reinsurer of the pendency of a claim filed against the insolvent Company Company(ies) on the policy Bond or Bonds reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that, during proceeding. During the pendency of such claim, North American Re claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which it may deem available to the Company Company(ies) or to its liquidator, liquidator or receiver or statutory successor. 2. It is further understood that the expense The expenses thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approval, against the insolvent Company Company(ies) as part of the expense of liquidation to the extent of a proportionate share of the benefit benefits which may accrue to the Company Company(ies) solely as a result of the defense so undertaken by North American Rethe Reinsurer. Where two Should one or more assuming insurers are involved in than one of the same claim and Companies go into liquidation of should a majority in interest elect to interpose defense to such claimreceiver be appointed, the expense Reinsurer shall be apportioned in accordance with entitled to deduct from any sums which may be or may become due to the terms Company(ies) any sums which are due to the Reinsurer by the Company(ies) and which are payable at a fixed or stated date under this Contract or under the Surety Quota Share Treaty, the Surety Excess of Loss Reinsurance Contract and/or the Aggregate Stop Loss Reinsurance Contract between certain of the Reinsurance Agreement as though such expense had been incurred parties hereto to the full extent permitted by the Company. 3laws of the insolvent party's state of domicile. In It is further understood and agreed that, in the event of the insolvency of North American Re and one or more than one of the appointment of receivers thereforCompanies, the liability of North American Re reinsurance under this Contract shall not terminate but shall continue with respect be payable directly by the Reinsurer to the Company(ies) or to Its liquidator, receiver or statutory successor, except a) where this Contract specifically provides another payee of such reinsurance ceded to North American Re by in the Company prior event of the insolvency of the Company(ies) and b) where the Reinsurer with the consent of the direct insured or insureds has assumed such Bond obligations of the Company(ies) as direct obligations of the Reinsurer to the date payees under such Bonds and in substitution for the obligations of the Company(ies) to such insolvency or appointmentpayees. In no event shall anyone other than the parties to this Contract or, and the Company shall have a security interest in any and all sums held by or under deposit in the name event of North American Reone or more than one of the Company's insolvency, its liquidator receiver, or statutory successor, have any rights under this Contract.

Insolvency. 1. A. In the event of the insolvency of one or more of the Companyreinsured companies, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly to the Company 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 company without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company company has failed to pay all or a portion of any 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 insolvent Company company indicating the policy or bond reinsured which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by North American Re. the Reinsurer. B. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this Contract as though such expense had been incurred by the Companycompany. 3. In C. It is further understood and agreed that, in the event of the insolvency of North American Re and one or more of the appointment of receivers thereforreinsured companies, the liability of North American Re reinsurance under this Contract shall not terminate but shall continue with respect be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance ceded to North American Re by in the Company prior event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the company as direct obligations of the Reinsurer to the date payees under such policies and in substitution for the obligations of the company to such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Re.payees. 06\M2U1137 (XXXXXXXX LOGO)

Insolvency. 1. A. In the event of the insolvency of the Company, all the reinsurance made, ceded, renewed or otherwise becoming effective under provided by this Agreement shall be payable by North American Re directly to the Company or to its liquidator, receiver, or statutory successor Reinsurer on the basis of the liability of the Company under the contract or contracts reinsured as respects Policies covered hereunder, without diminution because of such insolvency, directly to the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, the Company or its liquidator, receiver receiver, conservator or statutory successor except as provided in Sections 4118(a)(1)(A) and 1114(c) of the insolvent Company New York Insurance Law. B. The Reinsurer shall give be given written notice of the pendency of a each claim against or loss which may involve the insolvent Company on the policy reinsured reinsurance provided by this Agreement within a reasonable time after such claim or loss is filed in the insolvency proceeding and that, during proceedings. The Reinsurer shall have the pendency of such claim, North American Re may right to investigate each such claim or 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 which it may deem available to the Company or to Company, its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approval, against the insolvent Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Re. Where two or more 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 the Reinsurance Agreement as though such expense had been incurred by the CompanyReinsurer. 3. C. In the event of the insolvency of North American Re and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect addition to the reinsurance ceded to North American Re by the Company prior to offset provisions set forth in Article XXI- Offset, any debts or 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 deemed mutual debts or credits and shall be set off with the balance only to be allowed or paid. Although such insolvency claim on the part of either party against the other may be unliquidated or appointmentundetermined 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 the Company shall have a security interest any claims then in any existence and all sums held by the other party may be offset against it. D. Nothing contained in this Article is intended to change the relationship or under deposit in status of the name parties to this Agreement or to enlarge upon the rights or obligations of North American Reeither party hereunder except as provided herein.

Insolvency. 1In the event of the insolvency of the Company and the appointment of a liquidator or receiver, reinsurance due under this Agreement shall be payable, with reasonable provision for verification, on the basis of the liability of the Company resulting from claims allowed against the Company in the liquidation proceeding without diminution because such liquidator or receiver has failed to pay all or a portion of any claims. Payments by the Reinsurer as set forth above shall be made directly and exclusively to the Company or to its liquidator or receiver, except as provided by subsection (a) of section 4118 of New York Insurance Law and except (a) where this Agreement specifies another payee in the event of the insolvency, and (b) the Reinsurer, with the consent of the direct insureds, has assumed such policy obligations of the Company as direct obligations to the payees under such policies in substitution for the obligations of the Company to such payees. In the event of the insolvency of the Company, all reinsurance made, ceded, renewed the liquidator or otherwise becoming effective under this Agreement shall be payable by North American Re directly to the Company or to its liquidator, receiver, 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. It is understood, however, that in the event of the insolvency of the Company, the liquidator, receiver or statutory successor of the insolvent Company shall give written notice of the pendency of a claim against the insolvent Company on the policy under policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that, during proceeding. During the pendency of such claim, North American Re may the Reinsurer has the right but not the duty to investigate such said claim and interposeinterpose in the proceeding where the claim is to be adjudicated, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company Company, or to its liquidator, receiver liquidator or statutory successor. 2receiver. It is further understood that the The expense thus incurred by North American Re shall the Reinsurer will be chargeablechargeable against the Company, subject to court approval, against the insolvent Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Rethe Reinsurer. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance this Agreement as though such expense had been incurred by the Company. 3. In the event of the insolvency of North American Re and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Re.

Insolvency. 1. A. In the event of the insolvency of the Company, all reinsurance made, ceded, renewed or otherwise becoming effective payments by the Reinsurer under this Agreement shall be payable on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company by North American Re directly to the Company any court of competent jurisdiction or to its by any liquidator, receiver, or statutory successor on the basis of the liability of the insolvent Company under the contract or contracts reinsured that has authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. B. Such payments by the insolvency Reinsurer shall be made directly to the Company or its liquidator, receiver or statutory successor, except as provided by Section 4118 (a) of the Company. It is understood, however, that 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 receiver, or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company on the policy reinsured Policy or Policies within a reasonable time after such claim is filed in the insolvency proceeding and that, that during the pendency of such claim, North American Re claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which it may deem available to the Company or to its liquidator, receiver receiver, or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approval, against the insolvent Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by North American Re. Where two or more 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 the Reinsurance Agreement as though such expense had been incurred by the CompanyReinsurer. 3. In the event of the insolvency of North American Re and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Re.

Insolvency. 1For the purpose of this Agreement, THE COMPANY or THE REINSURER shall be deemed “insolvent” if it does one or more of the following occurs: a. A court-appointed receiver, trustee, custodian, conservator, liquidator, government official or similar officer takes possession of the property or assets of either THE COMPANY or THE REINSURER; or b. Either THE COMPANY or THE REINSURER is placed in receivership, rehabilitation, liquidation, conservation, bankruptcy or similar status pursuant to the laws of any state or of the United States; or c. Either THE COMPANY or THE REINSURER becomes subject to an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the domicile of THE COMPANY or THE REINSURER, as the case may be. In the event of the insolvency of the CompanyTHE COMPANY, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re THE REINSURER directly to the Company THE COMPANY or to its liquidator, receiver, or statutory successor on the basis of the liability of the Company THE COMPANY under the contract or contracts reinsured without diminution because of the insolvency of the CompanyTHE COMPANY. It is understood, however, that in the event of the insolvency of the CompanyTHE COMPANY, the liquidator, liquidator or receiver or statutory successor of the insolvent Company shall give written notice of the pendency of a claim against the insolvent Company THE COMPANY on the policy reinsured within a reasonable time after such claim is filed in the insolvency proceeding proceeding, and that, during the pendency of such claim, North American Re claim THE REINSURER may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which it may deem available to the Company THE COMPANY or to its liquidator, is liquidator or receiver or statutory successor. 2. It is further understood that the expense thus incurred by North American Re THE REINSURER shall be chargeable, subject to court approval, against the insolvent Company THE COMPANY as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company THE COMPANY solely as a result of the defense undertaken by North American Re. Where two or more 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 the Reinsurance Agreement as though such expense had been incurred by the Company. 3THE REINSURER. In the event of 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 insolvency of North American Re and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue right to cancel this Agreement with respect to occurrences taking place on or after the reinsurance date THE REINSURER first evidences insolvency. Such right to cancel shall be exercised by providing THE REINSURER (or its liquidator, conservator, receiver or statutory successor) with a written notice of THE COMPANY’s intent to recapture ceded business. If THE COMPANY exercises such right to North American Re by the Company cancel and recapture ceded business, such election shall be in lieu of any premature recapture fee. Upon such election, THE COMPANY shall be under no obligation to THE REINSURER, its liquidator, receiver or statutory successor; however, THE REINSURER, its liquidator, receiver or statutory successor shall be liable for all claims incurred prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Rerecapture.

Insolvency. 1. In the event of the insolvency of the Ceding Company, payments due the Ceding Company on all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly to the Company or to its liquidator, receiver, or statutory successor Reinsurer on the basis of claims filed and allowed in the liability of the Company liquidation proceeding under the contract or contracts reinsured Reinsured Policies without diminution because of the insolvency of the Ceding Company, either directly to the Ceding Company or to its domiciliary liquidator or receiver, except where the Reinsurer, with the consent of the Policyholder and in conformity with Applicable Law, has assumed the Ceding Company's obligations as direct obligations of the Reinsurer to the payees under the Reinsured Policies and in substitution for the obligations of the Ceding Company to the payees. It is understood, however, that in the event of the insolvency of the Ceding Company, the liquidator, liquidator or receiver or statutory successor of the insolvent Ceding Company shall give written notice to the Reinsurer of the pendency of a claim any impending Claim against the insolvent Ceding Company on the policy reinsured a Reinsured Policy within a reasonable period of time after such claim Claim is filed in the insolvency proceeding proceedings and that, that during the pendency of such claim, North American Re may investigate such claim and interposeClaim the Reinsurer may, at its own expense, investigate such Claim and interpose, in the proceeding where such claim Claim is to be adjudicated, adjudicated any defense or defenses which it may deem available to the Ceding Company or to its liquidator, liquidator or receiver or statutory successor. 2. It is further understood that the expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approval, against the insolvent Ceding Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by North American Re. Where two or more 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 the Reinsurance Agreement as though such expense had been incurred by the CompanyReinsurer. 3. In the event of the insolvency of North American Re and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Re.

Insolvency. 1. 12.01 In the event of the insolvency of the Ceding Company, as determined by the regulatory agency responsible for such determination, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall will be payable by North American Re directly to the Company or to its liquidator, receiver, or statutory successor Reinsurer on the basis of the liability of the Ceding Company under the contract Business Reinsured hereunder directly to the liquidator, receiver or contracts reinsured statutory successor of the Ceding Company, without diminution because of the insolvency of the Ceding Company. It is understood, however, that in . 12.02 In the event of the insolvency of the Ceding Company, the liquidator, receiver or statutory successor of the insolvent Company shall will give written notice to the Reinsurer of the pendency of a claim all pending claims against the insolvent Ceding Company on the policy any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding and thatproceeding. While a claim is pending, during the pendency of such claim, North American Re Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which it may deem available to the Ceding Company or to its liquidator, receiver or statutory successor. 2. It is further understood that the expense thus 12.03 The expenses incurred by North American Re shall the Reinsurer will be chargeable, subject to court approval, against the insolvent Ceding Company as part of the expense of liquidation the insolvent Ceding Company to the extent of a proportionate share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by North American Rethe Reinsurer. Where two or more assuming insurers 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 the Reinsurance this Agreement as though such expense had been incurred by the Ceding Company. 3. In the event of the insolvency of North American Principal First Reinsurance Agreement Between Hartford Life Insurance Company and Swiss Re and the appointment of receivers thereforLife & Health America Inc. Effective July 24, the liability of North American Re shall not terminate but shall continue with respect to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Re.2008

Insolvency. 1. A. In the event of the insolvency of the Companyreinsured company, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly to the Company or to its liquidatorliquidation, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the liability of the Company under the contract or contracts reinsured without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company has failed to pay all or a portion of the 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 insolvent Company company indicating the policy or bond reinsured which claim would have involved a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company or to its it liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Re. the Reinsurer. B. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this Contract as though such expense had been incurred by the Company. 3. In C. It is further understood and agreed that, in the event of the insolvency of North American Re and the appointment of receivers thereforreinsured company, the liability of North American Re reinsurance under this Contract shall not terminate but shall continue with respect be payable directly by the Reinsurer to the Company or it liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance ceded to North American Re by in the event of the insolvency of the Company, or (2) where the Reinsurer with the consent of the direct insured or insured has assumed such policy obligations of the Company prior as direct obligations of the Reinsurer to the date payees under such policies and in substitution for the obligations of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Reto such payees.

Insolvency. 1. In the event of the insolvency of the Company, all and at the option of the Reinsurer, this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re 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. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company has failed to pay all or a portion of any 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 insolvent Company Company, indicating the policy insured, which would involve a possible liability on the policy reinsured part of the Reinsurer, within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Rethe Reinsurer. Where two As to all reinsurance made, ceded, renewed or more assuming insurers are involved in the same claim and a majority in interest elect to interpose defense to such claimotherwise becoming effective under this Agreement, the expense reinsurance shall be apportioned in accordance with payable as set forth above by the terms Reinsurer to the Company or to its liquidator, receiver, conservator, or statutory successor (except as provided by Sections 4118(a) (1) (A) and 1114 (c) of the Reinsurance Agreement as though such expense had been incurred by New York Insurance Law or) except (a) where the Company. 3. In applicable reinsurance agreement specifically provides another payee in the event of the insolvency of North American Re the Company, or (b) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company to the payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Insurance of the State of New York, is entirely released from its obligation and the appointment Reinsurer pays any loss directly to payees under such Covered Contract. Notwithstanding anything else contained in this Agreement, under no circumstances howsoever arising shall the insolvency of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect to the reinsurance ceded to North American Re by the Company prior to result in an acceleration or enlargement of the date Reinsurer's obligations hereunder. In the event of such insolvency or appointmentof 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 security interest cut-through basis in any 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 sums held by retrocessional or under deposit in the name of North American Reother recoveries.

Insolvency. 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, all reinsurance madethis coverage (or the portion of any risk or obligation assumed by the Reinsurer, ceded, renewed or otherwise becoming effective under this Agreement if required by applicable law) shall be payable by North American Re 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 under Company, or (2) on the contract or contracts reinsured basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company has failed to pay all or a portion of any 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 insolvent Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which that it may deem available to the Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by North American Re. the Reinsurer. C. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this reinsurance Contract as though such expense had been incurred by the Company. 3. In the event of the insolvency of North American Re and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Re.

Insolvency. 1. In the event of the insolvency of the Company, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability amount of the Company under claims allowed in the contract or contracts reinsured insolvency proceeding without diminution because of the insolvency of the Company. It Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed or is understoodunable to pay all or a portion of a claim, however, that except where (a) this Agreement specifically provides another payee of such reinsurance in the event of the insolvency Company’s insolvency, provided that this exception shall only apply to the extent that the reinsurance proceeds due such payee are actually paid by the Reinsurer, or (b) the Reinsurer, with the consent of the Companydirect 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 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 Reinsurance Contract reinsured which involves a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership and that, during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the expense The expenses thus incurred by North American Re the Reinsurer shall be chargeable, subject to court the Court’s approval, against the insolvent Company as part of the expense of the conservation or liquidation to the extent of a proportionate pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by North American Re. Where two or more 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 the Reinsurance Agreement as though such expense had been incurred by the CompanyReinsurer. 3. In the event of the insolvency of North American Re and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Re.

Insolvency. (If more than one reinsured company is referenced within the definition of “Company” in the Preamble to this Contract, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company intended to be covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company intended to be covered hereunder, that domiciliary state’s laws shall prevail.) Loss Reinsurance Contract January 1. , 2007 In the event of the insolvency of the Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement Contract shall be payable on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company by North American Re any court of competent jurisdiction or by any liquidator, receiver, conservator, or statutory successor of the Company having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, conservator, or statutory successor has failed to pay all or a portion of any claims. Such payments by the Subscribing Reinsurer shall be made directly to the Company or to its liquidator, receiver, conservator, or statutory successor on successor, except to the basis extent Section 4118(a) of the liability New York Insurance Law applies, or except (a) where the Contract specifically provides another payee of the Company under the contract or contracts reinsured without diminution because of the insolvency of the Company. It is understood, however, that such reinsurance in the event of the insolvency of the Company, or (b) where the Subscribing Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Subscribing Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. It is agreed, however, that the liquidator, receiver receiver, conservator, or statutory successor of the insolvent Company shall give written notice to the Subscribing Reinsurer of the pendency of a claim against the insolvent Company on the policy Policy or Policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that, that during the pendency of such claim, North American Re claim the Subscribing Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which it may deem available to the Company or to its liquidator, receiver receiver, conservator, or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Subscribing Reinsurer shall be chargeable, subject to court approval, against the insolvent Company as part of the expense of liquidation to the extent of a proportionate share of the benefit benefit, which may accrue to the Company solely as a result of the defense undertaken by North American Rethe Subscribing Reinsurer. Where two or more assuming insurers Reinsurers are involved in the same claim and a majority in interest elect elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this Contract as though such expense had been incurred by the insolvent Company. 3. In With respect to California Workers Compensation loss (es), it is agreed that in the event of the any delinquency proceeding, receivership, or insolvency of North American Re and the appointment Company and/or the failure of receivers thereforthe Subscribing Reinsurer, for any reason, to make payments under this Contract, the liability Insurance Commissioner of North American Re shall not terminate but shall continue with respect to California may, upon 30-days notice, draw upon any sums from the reinsurance ceded to North American Re deposit made by the Company prior to Subscribing Reinsurer in accordance with the date provisions of such insolvency or appointment, and sections 11691 — 11703 of the Company shall have a security interest in any and all sums held by or under deposit in the name of North American ReCalifornia Insurance Code.

Insolvency. 1. In the event of the insolvency of the Company, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re 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 under the contract or contracts reinsured without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator, or statutory successor of the insolvent Company has failed to pay all or portion of any 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 insolvent Company indicating the policy or bond reinsured which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which that it may deem available to the Company or to its liquidator, receiver receiver, conservator, or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Rethe Reinsurer. Back to Contents Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement their respective reinsurance agreements as though such expense had been incurred by the Company. 3. In The reinsurance shall be payable by the Reinsurer to the Company or its liquidator, receiver, conservator, or statutory successor, except where the agreement specifically provides another payee of such reinsurance in the event of the insolvency of North American Re the Company, and where the appointment Reinsurer, with the consent of receivers thereforthe direct insured or insureds, has assumed such policy obligations of the liability Company as direct obligations of North American Re shall not terminate but shall continue with respect the Reinsurer to the reinsurance ceded to North American Re by payees under such policies and in substitution for the obligations of the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Repayees.

Insolvency. 1. A. In the event of the insolvency of one or more of the Companyreinsured companies, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly to the Company 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 company without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company company has failed to pay all or a portion of any 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 insolvent Company company indicating the policy insured which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by North American Re. the Reinsurer. B. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this Contract as though such expense had been incurred by the Companyinsolvent company. 3. In the event of the insolvency of North American Re and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect to the reinsurance ceded to North American Re by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Re.

Insolvency. 1. A. In the event of the insolvency of the Company, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re 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 under the contract or contracts reinsured without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company has failed to pay all or a portion of any 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 insolvent Company indicating the policy or bond reinsured which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Re. the Reinsurer. B. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance this Agreement as though such expense had been incurred by the Company. 3. In C. It is further understood and agreed that, in the event of the insolvency of North American Re and the appointment of receivers thereforCompany, the liability of North American Re reinsurance under this Agreement shall not terminate but shall continue with respect be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, or except (1) where this Agreement specifically provides another payee of such reinsurance ceded to North American Re by in the event of the insolvency of the Company prior or (2) 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 date payees under such policies and in substitution for the obligations of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Reto such payees.

Insolvency. 1. A. In the event of the insolvency of the Company, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly to the Company 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. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company has failed to pay all or a portion of any 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 insolvent Company indicating the policy or bond reinsured, which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its their own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or of defenses which it that they may deem available to the Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Re. the Reinsurer. B. Where two or more assuming insurers Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement reinsurance Contract as though such expense had been incurred by the Company. 3. In C. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Contract, the reinsurance shall be payable as set forth above by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, (except as provided by Sections 4118(a)(1)(A) and 1114(c) of the New York Insurance Law) or except (1) where the Contract specifically provides another payee in the event of the insolvency of North American Re the Company, or (2) where the Reinsurer, with the consent of the direct insured or 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 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 appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect Reinsurer pays any loss directly to the reinsurance ceded to North American Re by the Company prior to the date of payees under such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Repolicy.

Insolvency. 1. In the event of the insolvency of the Company, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re 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. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company has failed to pay all or a portion of any 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 insolvent Company indicating the Policy or bond reinsured, which claim would involve a possible liability on the policy reinsured part of the Reinsurer, within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership and that, during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit benefit, which may accrue to the Company solely as a result of the defense undertaken by North American Rethe Reinsurer. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this Contract as though such expense had been incurred by the insolvent Company. 3. In the event of the insolvency of North American Re and the appointment of receivers thereforCompany, the liability of North American Re reinsurance under this Contract shall not terminate but shall continue with respect be payable directly by the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (a) where this Contract specifically provides another payee of such reinsurance ceded to North American Re by in the event of the insolvency of the Company prior or (b) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the date payees under such Policies and in substitution for the obligations of such insolvency or appointment, and 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 have a security interest in be subject to the right of offset at any time and all sums held by 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 under deposit companies included in the name designation of North American Re"Company," this clause will apply only to the insolvent company or companies.

Insolvency. 1. A. In the event of the insolvency of the Company, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re 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. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company has failed to pay all or a portion of any 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 insolvent Company indicating the policy or bond reinsured which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the 20\F7V1101Page 15 Reinsurer shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Re. the Reinsurer. B. Where two or more assuming insurers 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 the Reinsurance Agreement this Contract as though such expense had been incurred by the Company. 3. In C. It is further understood and agreed that, in the event of the insolvency of North American Re and the appointment of receivers thereforCompany, the liability of North American Re reinsurance under this Contract shall not terminate but shall continue with respect be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance ceded to North American Re by in the event of the insolvency of the Company prior or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the date payees under such policies and in substitution for the obligations of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Reto such payees.

Insolvency. 1If 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 the insolvency of the Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re directly any disagreement as to the Company or amount to its liquidator, receiver, or statutory successor on be paid by the basis of the liability of the Company under the contract or contracts reinsured without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the CompanyBuyer as set out herein above, the liquidator, receiver Buyer may by paying the entire amount demanded by the Builder require the Builder to provide a bank guarantee or statutory successor of the insolvent Company shall give written notice of the pendency of a claim against the insolvent Company on the policy reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that, during the pendency of such claim, North American Re may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which it may deem available other security satisfactory to the Company or Buyer for the disputed amount. The Builder cannot in such case refuse to its liquidator, receiver or statutory successor. 2deliver the Vessel. It is further understood that If the expense thus incurred by North American Re shall be chargeable, subject Builder does not wish to court approval, against issue security for the insolvent Company as disputed part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Re. Where two or more 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 Buyer is entitled to take delivery of the Reinsurance Agreement as though such expense had been incurred by the Company. 3. In the event Vessel against payment of the insolvency of North American Re undisputed amount and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect provide a bank guarantee or other security satisfactory to the reinsurance ceded to North American Re by Builder for the Company prior to disputed part of the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Re.claim. Security which has

Insolvency. 1. In the event of the insolvency of the Company, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re 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 under the contract or contracts reinsured without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, Company or because the liquidator, receiver receiver, conservator, or statutory successor of the insolvent Company has failed to pay all or portion of any 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 insolvent Company indicating the policy or bond reinsured which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which that it may deem available to the Company or to its liquidator, receiver receiver, conservator, or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Rethe Reinsurer. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement their respective reinsurance agreements as though such expense had been incurred by the Company. 3. In The reinsurance shall be payable by the Reinsurer to the Company or its liquidator, receiver, conservator, or statutory successor, except where the agreement specifically provides another payee of such reinsurance in the event of the insolvency of North American Re the Company, and where the appointment Reinsurer, with the consent of receivers thereforthe direct insured or insureds, has assumed such policy obligations of the liability Company as direct obligations of North American Re shall not terminate but shall continue with respect the Reinsurer to the reinsurance ceded to North American Re by payees under such policies and in substitution for the obligations of the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Repayees.

Insolvency. 1. A. In the event of the insolvency of one or more of the Companyreinsured companies, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re 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 under the contract or contracts reinsured company without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company company has failed to pay all or a portion of any 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 insolvent Company company indicating the bond or bond reinsured which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by North American Re. the Reinsurer. B. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this Contract as though such expense had been incurred by the Companycompany. 3. In C. It is further understood and agreed that, in the event of the insolvency of North American Re and one or more of the appointment of receivers thereforreinsured companies, the liability of North American Re reinsurance under this Contract shall not terminate but shall continue with respect be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance ceded to North American Re by in the Company prior event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such bond obligations of the company as direct obligations of the Reinsurer to the date payees under such bonds and in substitution for the obligations of the company to such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Repayees.

Insolvency. 1. In the event of the insolvency of the CompanyCOMPANY, all reinsurance made, ceded, renewed renewed, or otherwise becoming effective under this Agreement shall be payable by North American Re SWISS RE LIFE & HEALTH directly to the Company COMPANY or to its liquidator, receiver, 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 CompanyCOMPANY. It is understood, however, that in the event of the insolvency of the CompanyCOMPANY, the liquidator, receiver receiver, or statutory successor of the insolvent Company COMPANY shall give written notice of the pendency of a claim against the insolvent Company COMPANY on the policy reinsured within a reasonable time after such claim is filed in the insolvency proceeding proceeding, and that, during the pendency of such claim, North American Re SWISS RE LIFE & HEALTH may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which it may deem available to the Company COMPANY or to its liquidator, liquidator or receiver or statutory successor. 2. It is further understood that the expense thus incurred by North American Re SWISS RE LIFE & HEALTH shall be chargeable, subject to court approval, against the insolvent Company COMPANY as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely COMPANY as a result of the defense undertaken by North American ReSWISS RE LIFE & HEALTH. Where two or more 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 the Reinsurance Agreement reinsurance agreement as though such expense had has been incurred by the CompanyCOMPANY. 3. In the event of the insolvency of North American Re and SWISS RE LIFE & HEALTH or the appointment of receivers therefor, the liability of North American Re SWISS RE LIFE & HEALTH shall not terminate but shall continue with respect to the reinsurance ceded to North American Re SWISS RE LIFE & HEALTH by the Company COMPANY prior to the date of such insolvency or appointment, and the Company COMPANY shall have a security interest in any and all sums held by or under deposit in the name of North American ReSWISS 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 Article, SWISS RE LIFE & HEALTH, its liquidator, receiver or statutory successor will remain liable for any outstanding payments incurred prior to the date of termination.

Insolvency. 1. 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 claim. It is agreed however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurers of the pendency of a claim which would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at their own expense, in the proceeding where such claim is to be adjudicated any defense or defenses that they may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expenses this 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 as a result of the defense undertaken by the Reinsurer. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement Agreement, the reinsurance shall be payable as set forth above by North American Re directly the Reinsurer to the Company or to its liquidator, receiver, conservator or statutory successor on the basis successor, except as provided by Sections 4118(a)(1)(A) and 1114(c) of the liability of New York Insurance Law or except (1) where the Company under the contract or contracts reinsured without diminution because of the insolvency of the Company. It is understood, however, that Agreement specifically provides another payee in the event of the insolvency of the Company, and (2) where the liquidatorReinsurer, receiver or statutory successor with the consent of the insolvent Company shall give written notice direct insured or insureds, has assumed such policy obligations of the pendency Company as direct obligations of a claim against the insolvent Company on the policy reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that, during the pendency of such claim, North American Re may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which it may deem available Reinsurer to the Company or to its liquidatorpayees. Then, receiver or statutory successor. 2. It is further understood and in that event only, the expense thus incurred by North American Re shall be chargeableCompany, subject to court approval, against with the insolvent Company as part prior approval of the expense certificate of liquidation to assumption on New York risks by the extent Superintendent of a proportionate share Insurance of the benefit which may accrue to the Company solely as a result State of the defense undertaken by North American Re. Where two or more assuming insurers are involved in the same claim and a majority in interest elect to interpose defense to such claimNew York, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement as though such expense had been incurred by the Company. 3. In the event of the insolvency of North American Re is entirely released from its obligation and the appointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect Reinsurer pays any loss directly to the reinsurance ceded to North American Re by the Company prior to the date of payees under such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American Repolicy.

Insolvency. 1. A. In the event of the insolvency of one or both of the Companyreinsured companies, all this reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by North American Re 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 under the contract or contracts reinsured company without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, company or because the liquidator, receiver receiver, conservator or statutory successor of the insolvent Company company has failed to pay all or a portion of any 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 insolvent Company company indicating the bond reinsured which claim would involve a possible liability on the policy reinsured part of the Reinsurer within a reasonable time after such claim is filed in the insolvency conservation or liquidation proceeding or in the receivership, and that, that during the pendency of such claim, North American Re the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which that it may deem available to the Company company or to its liquidator, receiver receiver, conservator or statutory successor. 2. It is further understood that the The expense thus incurred by North American Re the Reinsurer shall be chargeable, subject to court approvalthe approval of the Court, against the insolvent Company company as part of the expense of conservation or liquidation to the extent of a proportionate pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by North American Re. the Reinsurer. B. Where two or more assuming insurers reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Reinsurance Agreement this Contract as though such expense had been incurred by the Companycompany. 3. In C. It is further understood and agreed that, in the event of the insolvency of North American Re and one or both of the appointment of receivers thereforreinsured companies, the liability of North American Re reinsurance under this Contract shall not terminate but shall continue with respect be payable directly by the Reinsurer to the company or to its liquidator, receiver, conservator or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except: 1. Where this Contract specifically provides another payee of such reinsurance ceded in the event of the insolvency of the company; or 2. Where the Reinsurer with the consent of the direct insured or insureds has assumed such bond obligations of the company as direct obligations of the Reinsurer to North American Re the payees under such bonds and in substitution for the obligations of the company to such payees. Prior to implementation of a novation mentioned in this subparagraph, the certificate of assumption on New York risks shall be approved by the Company prior to Superintendent of the date State of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of North American ReNew York.