Common use of INSOLVENCY CLAUSE Clause in Contracts

INSOLVENCY CLAUSE. To the extent any risk or obligation is assumed by the Reinsurer pursuant to Section 3.2 hereof, the portion of such risk or obligation, when ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its Net Retained Line, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company on the Bonds, without diminution because of the insolvency of the Company. In the event of the insolvency of the Company, this reinsurance shall be payable immediately upon demand (to the extent set forth in Section 3.2) directly to the Company, or its liquidator, receiver, administrator, 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, administrator or administrative receiver of the Company has failed to pay all or a portion of any claim. It is agreed, however, that within a reasonable time the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the subject Bond reinsured by the Reinsurer. During the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, administrator, 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 each Reinsurer. This reinsurance shall be payable by the Reinsurer to the Company, or to its liquidator, receiver, administrator, conservator or statutory successor, except (a) where this Agreement (by way of an endorsement hereto with respect to any Bond) specifically provides for another payee of this reinsurance in the event of the insolvency of the Company and (b) where the Reinsurer, with the consent of the payees under the Bond, has assumed the Company's direct obligations to such payees in substitution for the obligations of the Company to such payees.

INSOLVENCY CLAUSE. To the extent any risk or obligation is assumed by the Reinsurer pursuant to Section 3.2 hereof, the portion of such risk or obligation, when ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its Net Retained Line, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company on the Bonds, without diminution because of the insolvency of the Company. In the event of the insolvency of the Company, this reinsurance shall be payable immediately upon demand (to the extent set forth in Section 3.2) directly to the Company, or to its liquidator, receiver, administrator, conservator or statutory successor immediately upon demand on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, administrator conservator or administrative receiver statutory successor of the Company has failed to pay all or a portion of any claim. It is agreed, however, that within a reasonable time the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer Reinsurers of the pendency of a claim against the Company which would involve a possible liability on the part of the Reinsurers, indicating the subject Bond reinsured by policy or bond reinsured, within a reasonable time after such claim is filed in the Reinsurerconservation or liquidation proceeding or in the receivership. During It is further agreed that during the pendency of such claim, claim the Reinsurer Reinsurers may investigate such claim and interpose, at its their own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it they may deem available to the Company or its liquidator, receiver, administratorconservator, conservator or statutory successor. The expense thus incurred by the Reinsurer Reinsurers shall be chargeable, subject to the approval of the courtCourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by each Reinsurerthe Reinsurers. This Where two or more Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Agreement as though such expense had been incurred by the Company. The reinsurance shall be payable by the Reinsurer Reinsurers to the Company, Company or to its liquidator, receiver, administratorconservator, conservator or statutory successor, except as proved by Section 4118 (a) (1) (A) and 1114 (c) of the New York Insurance Law or except (a) where this the Agreement (by way of an endorsement hereto with respect to any Bond) specifically provides for another payee of this such reinsurance in the event of the insolvency of the Company and Company, or (b) where the Reinsurer, Reinsurers with the consent of the payees direct insured or insureds have voluntarily assumed under the Bond, has assumed the Company's direct obligations to such payees 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 Reinsurers pay any loss directly to payees under such payeespolicy.

INSOLVENCY CLAUSE. To the extent any risk or obligation is assumed The reinsurance provided by the Reinsurer pursuant to Section 3.2 hereof, the portion of such risk or obligation, when ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its Net Retained Line, with reasonable provision for verification before payment, and the reinsurance this Contract shall be payable by the ReinsurerReinsurers directly to the Company or to its liquidator, receiver or statutory successor on the basis of the liability of the Company on under the Bonds, contracts reinsured without diminution because of the insolvency of the Company. In the event of the insolvency of the Company, this reinsurance shall be payable immediately upon demand (to the extent set forth in Section 3.2) directly to the Company, liquidator or its liquidator, receiver, administrator, 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, administrator or administrative receiver of the Company has failed to pay all or a portion of any claim. It is agreed, however, that within a reasonable time the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a each claim against the Company indicating on a policy or bond reinsured within a reasonable time after such claim is filed in the subject Bond reinsured by the Reinsurer. During insolvency proceeding; and during the pendency of such claim, the Reinsurer Reinsurers 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 defenses that which it may deem available to the Company Company, its liquidator or its liquidator, receiver, administrator, conservator receiver or statutory successor. The expense thus incurred by the Reinsurer Reinsurers shall be chargeable, subject to the approval of the courtcourt approval, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata such proportionate share of the benefit which may as shall accrue to the Company solely as a result of the defense undertaken by each Reinsurerthe Reinsurers. This reinsurance shall be payable as hereinbefore in this paragraph provided except as otherwise provided by Section 315 (relating to Fidelity and Surety Risks) of the Reinsurer to the Company, Insurance Law of New York or to its liquidator, receiver, administrator, conservator or statutory successor, except (a) where this Agreement (by way of an endorsement hereto with respect to any Bond) the contract specifically provides for another payee of this such reinsurance in the event of the insolvency of the Company and (b) where the Reinsurer, Reinsurers with the consent of the direct insured or insureds have assumed such policy obligations of the Reinsurers to the payees under the Bond, has assumed the Company's direct obligations to such payees policies and in substitution for the obligations of the Company to such payees.

INSOLVENCY CLAUSE. To (If more than one reinsured company is included in the extent any risk designation of "Company" this Article shall apply only to the insolvent company or obligation is assumed by the Reinsurer pursuant to Section 3.2 hereof, the portion of such risk or obligation, when ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its Net Retained Line, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company on the Bonds, without diminution because of the insolvency of the Company. companies) In the event of the insolvency of the CompanyCompany and the appointment of a conservator, liquidator or statutory successor, the reinsurance provided by this reinsurance Agreement shall be payable immediately upon demand (to by the extent set forth in Section 3.2) Reinsurer directly to the Company, Company or to its liquidator, receiver, administrator, conservator receiver or statutory successor on the basis of the liability of the Company under the contract or contracts reinsured. Subject to the right of offset and the verification of coverage, the Reinsurer shall pay its share of the loss without diminution because of the insolvency of the Company or because the Company. The liquidator, receiver, administrator or administrative receiver of the Company has failed to pay all or a portion of any claim. It is agreed, however, that within a reasonable time the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a each claim against the Company indicating on a Policy or bond reinsured within a reasonable time after such claim is filed in the subject Bond reinsured by the Reinsurerinsolvency proceeding. During the pendency of such claim, the Reinsurer may investigate such claim and interposemay, at its own expense, investigate such claim and interpose in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Company Company, its liquidator or its liquidator, receiver, administrator, conservator receiver or statutory successor. The Subject to court approval, any expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the court, chargeable against the Company as part of the expense of conservation or liquidation to the extent of a pro rata such proportionate share of the benefit which may as shall accrue to the Company solely as a result of the defense undertaken by each the Reinsurer. This The reinsurance shall be payable by as set forth above except where (i) the Reinsurer to the Company, or to its liquidator, receiver, administrator, conservator or statutory successor, except (a) where this Agreement (by way of an endorsement hereto with respect to any Bond) specifically provides for specifies another payee of this such reinsurance in the event of the insolvency of the Company and (bii) where the Reinsurer, Reinsurer with the consent of the payees under the Bond, direct insureds has assumed such policy obligations of the Company's Company as its direct obligations to the payees under such payees Policies, in substitution for the obligations of the Company to such payees; or where the Reinsurer has guaranteed performance of a contract insuring against physical damage to property for the benefit of No. 2521-0031 mortgagees or other loss payees named in this Agreement in accordance with Section 1114(c) of the New York Insurance Law.

INSOLVENCY CLAUSE. To the extent any risk or obligation is assumed by the Reinsurer pursuant to Section 3.2 hereof, the portion of such risk or obligation, when ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its Net Retained Line, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company on the Bonds, without diminution because of the insolvency of the Company. In the event of the insolvency of the Company, this reinsurance shall be payable immediately upon demand (to the extent set forth in Section 3.2) directly to the Company, or its liquidator, receiver, administrator, 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, administrator or administrative receiver of the Company has failed to pay all or a portion of any claim. It is agreed, however, that within a reasonable time the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the subject Bond reinsured by the Reinsurer. During the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, administrator, 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 each Reinsurer. This reinsurance shall be payable by the Reinsurer to the Company, or to its liquidator, receiver, administrator, conservator or statutory successor, except (a) where this Amended and Restated Agreement (by way of an endorsement hereto with respect to any Bond) specifically provides for another payee of this reinsurance in the event of the insolvency of the Company and (b) where the Reinsurer, with the consent of the payees under the Bond, has assumed the Company's direct obligations to such payees in substitution for the obligations of the Company to such payees.

INSOLVENCY CLAUSE. To The ceding insurer and the extent any risk or obligation is assumed by reinsurer agree that, in the Reinsurer pursuant to Section 3.2 hereof, the portion of such risk or obligation, when ascertained, shall be payable on demand event of the Company at insolvency of the same time ceding insurer, as to all reinsurance made, ceded, renewed or otherwise becoming effective after the Company shall pay its Net Retained Lineeffective date of this agreement, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, reinsurer on the basis of the amount of liability of the Company on ceding insurer under the Bondscontract or contracts reinsured, without diminution because of the insolvency of the Company. In the event of the insolvency of the Companyceding insurer; furthermore, this reinsurance that such amount shall be payable immediately upon demand (to the extent set forth in Section 3.2) paid directly to the Company, ceding insurer or its liquidator, receiver, administrator, conservator receiver or other 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, administrator or administrative receiver of the Company has failed to pay all or a portion of any claimsuccessor. It is understood and agreed, however, that within a reasonable time the obligations of the ceding company as set forth in the reinsurance contract, including, among others, the duty to investigate, settle and defend all claims arising under policies with respect to which reinsurance is afforded by this agreement, shall remain unimpaired and unaffected by the insolvency of the ceding insurer and shall be assumed by the liquidator, receiver, conservator receiver or statutory successor of the Company ceding insurer in the liquidation or receivership proceeding and that such liquidator, receiver or statutory successor shall give written notice to the Reinsurer reinsurer of the pendency of a claim against the Company indicating ceding insurer on the subject Bond policy reinsured by within a reasonable time after such claim is filed in the Reinsurer. During insolvency proceeding and that during the pendency of such claim, claim the Reinsurer 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 that which it may deem available to the Company or ceding insurer, its liquidator, receiver, administrator, conservator receiver or statutory successor. The expense thus incurred by the Reinsurer reinsurer shall be chargeable, subject to the approval of the courtcourt approval, against the Company insolvent ceding insurer as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company ceding insurer solely as a the result of the defense undertaken or asserted by each Reinsurerthe reinsurer. This reinsurance Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense shall be payable by apportioned in accordance with the Reinsurer to the Company, or to its liquidator, receiver, administrator, conservator or statutory successor, except (a) where this Agreement (by way of an endorsement hereto with respect to any Bond) specifically provides for another payee terms of this reinsurance agreement as though such expense had been incurred by the ceding insurer. Nothing hereinabove set forth in this insolvency clause shall in anywise change the event relationship or status of the insolvency parties hereto, to wit, that of the Company ceding insurer and (b) where the Reinsurerreinsurer, with the consent of the payees under the Bond, has assumed the Company's direct obligations to such payees in substitution for nor enlarge the obligations of either party to each other, except as specifically hereinabove provided, to wit, to pay the Company statutory successor on the basis of the amount of liability of the ceding insurer under the contract or contracts reinsured, rather than on the basis of the actual amount of loss (dividends) paid by the liquidator, receiver or statutory successor to such payees.allowed claimants, nor shall anything in this insolvency clause in any manner create any obligations or establish any rights against the reinsurer in favor of any third parties or any persons not parties to this reinsurance contract. OHIO STATE Percent of Per Policy Premium Deferred Annuities $8.75 per quarter -- ManuLife Annuities $17.50 per quarter -- Universal Life $12.50 per quarter 2.5% Traditional Life - Premium Paying $8.75 per quarter 2.5% - Paid Up $5.00 per quarter -- Deposit Funds -- -- INVESTMENT OBJECTIVES The primary objectives are:

INSOLVENCY CLAUSE. To the extent any risk or obligation is assumed by the Reinsurer pursuant to Section 3.2 hereof, the portion of such risk or obligation, when ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its Net Retained Line, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company on the Bonds, without diminution because of the insolvency of the Company. In the event of the insolvency of the Company, this reinsurance shall be payable immediately upon demand (to the extent set forth in Section 3.2) directly to the Company, or its liquidator, receiver, administrator, conservator or statutory successor on the basis of the liability of the Company without diminution because of due to the insolvency of the Company or because the liquidator, receiver, administrator conservator or administrative receiver statutory successor of the Company has failed to pay all or a portion of any claimclaims. It is agreed, however, that within a reasonable time the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim any claims against the Company indicating the subject Bond reinsured by policy reinsured, which claims would involve a possible liability on the part of the Reinsurer. During , 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 its own expense, in the any proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, administrator, conservator or statutory successor. The expense expenses thus incurred by the Reinsurer shall be chargeable, subject to the approval of the courtCourt, against the Company as part of the expense of conservation conversion 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 each the Reinsurer. This The reinsurance shall be payable by the Reinsurer to the Company, Company or to its liquidator, receiver, administrator, conservator or statutory successor, except (a) where this the Agreement (by way of an endorsement hereto with respect to any Bond) specifically provides for another payee of this such reinsurance in the event of the insolvency of the Company and (b) where the Reinsurer, Reinsurer with the consent of the direct Insured or Insured has assumed such policy obligations of the Company as direct obligations of the 5 Reinsurer to the payees under the Bond, has assumed the Company's direct obligations to such payees policies and in substitution for the obligations of the Company to such payees. The Company or the Reinsurer may offset any balance, whether on account of premium, commission, claims or losses, adjustment expense, salvage, or any other amount due from one party to the other under this Agreement or under any other agreement herefore or hereafter entered into between the Company and the Reinsurer, whether acting as assuming reinsurer or as ceding company.

INSOLVENCY CLAUSE. To The ceding insurer and the extent any risk or obligation is assumed by reinsurer agree that, in the Reinsurer pursuant to Section 3.2 hereof, the portion of such risk or obligation, when ascertained, shall be payable on demand event of the Company at insolvency of the same time ceding insurer, as to all reinsurance made, ceded, renewed or otherwise becoming effective after the Company shall pay its Net Retained Lineeffective date of this agreement, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, reinsurer on the basis of the amount of liability of the Company on ceding insurer under the Bondscontract or contracts reinsured, without diminution because of the insolvency of the Company. In the event of the insolvency of the Companyceding insurer; furthermore, this reinsurance that such amount shall be payable immediately upon demand (to the extent set forth in Section 3.2) paid directly to the Company, ceding insurer or its liquidator, receiver, administrator, conservator receiver or other 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, administrator or administrative receiver of the Company has failed to pay all or a portion of any claimsuccessor. It is understood and agreed, however, that within a reasonable time the obligations of the ceding company as set forth in the reinsurance contract, including, among others, the duty to investigate, settle and defend all claims arising under policies with respect to which reinsurance is afforded by this agreement, shall remain unimpaired and unaffected by the insolvency of the ceding insurer and shall be assumed by the liquidator, receiver, conservator receiver or statutory successor of the Company ceding insurer in the liquidation or receivership proceeding and that such liquidator, receiver or statutory successor shall give written notice to the Reinsurer reinsurer of the pendency of a claim against the Company indicating ceding insurer on the subject Bond policy reinsured by within a reasonable time after such claim is filed in the Reinsurer. During insolvency proceeding and that during the pendency of such claim, claim the Reinsurer 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 that which it may deem available to the Company or ceding insurer, its liquidator, receiver, administrator, conservator receiver or statutory successor. The expense thus incurred by the Reinsurer reinsurer shall be chargeable, subject to the approval of the courtcourt approval, against the Company insolvent ceding insurer as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company ceding insurer solely as a the result of the defense undertaken or asserted by each Reinsurer. This reinsurance the reinsurers Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense shall be payable by apportioned in accordance with the Reinsurer to the Company, or to its liquidator, receiver, administrator, conservator or statutory successor, except (a) where this Agreement (by way of an endorsement hereto with respect to any Bond) specifically provides for another payee terms of this reinsurance agreement as though such expense had been incurred by the ceding insurer. Nothing herein above set forth in this insolvency clause shall in any way change the event relationship or status of the insolvency parties hereto, to wit, that of the Company ceding insurer and (b) where the Reinsurer, with the consent of the payees under the Bond, has assumed the Company's direct obligations to such payees in substitution for reinsurers nor enlarge the obligations of either party to each other, except as specifically herein above provided, to wit, to pay the Company statutory successor on the basis of the amount of liability of the ceding insurer under the contract or contracts reinsured, rather than on the basis of the actual amount of loss (dividends) paid by the liquidator, receiver or statutory successor to such payees.allowed claimants, nor shall anything in this insolvency clause in any manner create any obligations or establish any rights against the reinsurer in favor of any third parties or any persons not parties to this reinsurance contract. LIFE (8/88)

INSOLVENCY CLAUSE. To The ceding insurer and the extent any risk or obligation is assumed by reinsurer agree that, in the Reinsurer pursuant to Section 3.2 hereof, the portion of such risk or obligation, when ascertained, shall be payable on demand event of the Company at insolvency of the same time ceding insurer, as to all reinsurance made, ceded, renewed or otherwise becoming effective after the Company shall pay its Net Retained Lineeffective date of this agreement, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, reinsurer on the basis of the amount of liability of the Company on ceding insurer under the Bondscontract or contracts reinsured, without diminution because of the insolvency of the Company. In the event of the insolvency of the Companyceding insurer; furthermore, this reinsurance that such amount shall be payable immediately upon demand (to the extent set forth in Section 3.2) paid directly to the Company, ceding insurer or its liquidator, receiver, administrator, conservator receiver or other 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, administrator or administrative receiver of the Company has failed to pay all or a portion of any claimsuccessor. It is understood and agreed, however, that within a reasonable time the obligations of the ceding company as set forth in the reinsurance contract, including, among others, the duty to investigate, settle and defend all claims arising under policies with respect to which reinsurance is afforded by this agreement, shall remain unimpaired and unaffected by the insolvency of the ceding insurer and shall be assumed by the liquidator, receiver, conservator receiver or statutory successor of the Company ceding insurer in the liquidation or receivership proceeding and that such liquidator, receiver or statutory successor shall give written notice to the Reinsurer reinsurer of the pendency of a claim against the Company indicating ceding insurer on the subject Bond policy reinsured by within a reasonable time after such claim is filed in the Reinsurer. During insolvency proceeding and that during the pendency of such claim, claim the Reinsurer 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 that which it may deem available to the Company or ceding insurer, its liquidator, receiver, administrator, conservator receiver or statutory successor. The expense thus incurred by the Reinsurer reinsurer shall be chargeable, subject to the approval of the courtcourt approval, against the Company insolvent ceding insurer as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company ceding insurer solely as a the result of the defense undertaken or asserted by each Reinsurer. This reinsurance the reinsurers Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense shall be payable by apportioned in accordance with the Reinsurer to the Company, or to its liquidator, receiver, administrator, conservator or statutory successor, except (a) where this Agreement (by way of an endorsement hereto with respect to any Bond) specifically provides for another payee terms of this reinsurance agreement as though such expense had been incurred by the ceding insurer. Nothing hereinabove set forth in this insolvency clause shall in anyway change the event relationship or status of the insolvency parties hereto, to wit, that of the Company ceding insurer and (b) where the Reinsurer, with the consent of the payees under the Bond, has assumed the Company's direct obligations to such payees in substitution for reinsurers nor enlarge the obligations of either party to each other, except as specifically hereinabove provided, to wit, to pay the Company statutory successor on the basis of the amount of liability of the ceding insurer under the contract or contracts reinsured, rather than on the basis of the actual amount of loss (dividends) paid by the liquidator, receiver or statutory successor to such payeesallowed claimants, nor shall anything in this insolvency clause in any manner create any obligations or establish any rights against the reinsurer in favor of any third parties or any persons not parties to this reinsurance contract.

INSOLVENCY CLAUSE. To In the extent event of insolvency and the appointment of a conservator, liquidator, or statutory successor of the Companythe portion of any risk or obligation is assumed by the Reinsurer pursuant to Section 3.2 hereof, the portion of such risk or obligation, when ascertained, shall be payable on demand of the Company at the same time as the Company shall pay its Net Retained Line, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Company on the Bonds, without diminution because of the insolvency of the Company. In the event of the insolvency of the Company, this reinsurance shall be payable immediately upon demand (to the extent set forth in Section 3.2) directly to the Companyconservator, or its liquidator, receiver, administrator, conservator or statutory successor on the basis of claims allowed against the liability insolvent Company by any court of competent jurisdiction or by any conservator, liquidator, or statutory successor of the Company having the authority to allow such claims, without diminution because of the that insolvency of the Company , or because the conservator, liquidator, receiver, administrator or administrative receiver of the Company statutory successor has failed to pay all or a portion of any claimclaims. It is agreed, however, that within a reasonable time the conservator, liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer Reinsurers of the pendency of a claim against the Company which would involve a possible liability on the part of the Reinsurers, indicating the subject Bond reinsured by policy or bond reinsured, within a reasonable time after such claim is filed in the Reinsurerconservation or liquidation proceeding or in the receivership. During It is further agreed that during the pendency of such claim, claim the Reinsurer Reinsurers may investigate such claim and interpose, at its their own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it they may deem available to the Company or its conservator, liquidator, receiver, administrator, conservator or statutory successor. The expense thus incurred by the Reinsurer Reinsurers shall be chargeable, subject to the approval of the courtCourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by each Reinsurerthe Reinsurers. This reinsurance Where two or more Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be payable apportioned in accordance with the terms of the Agreement as though such expense had been incurred by the Reinsurer to the Company, or to its liquidator, receiver, administrator, conservator or statutory successor, except (a) where this Agreement (by way of an endorsement hereto with respect to any Bond) specifically provides for another payee of this reinsurance in the event of the insolvency of the Company and (b) where the Reinsurer, with the consent of the payees under the Bond, has assumed the Company's direct obligations to such payees in substitution for the obligations of the Company to such payees.

INSOLVENCY CLAUSE. To In the extent any risk or obligation is assumed by the Reinsurer pursuant to Section 3.2 hereof, the portion of such risk or obligation, when ascertained, shall be payable on demand event of the Company at insolvency of the same time as the Company shall pay its Net Retained LineCompany, with reasonable provision for verification before paymentall coinsurance made, and the reinsurance ceded, renewed or otherwise becoming effective under this Agreement shall be payable by the Reinsurer directly to the Company or to its liquidator, receiver or statutory successor except (a) where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company or (b) where the Reinsurer, in its sole discretion has elected to obtain the consent of the direct policyholders has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the beneficiaries under such Policies or Post-Closing Policies and in substitution for the obligations of the Company to such beneficiaries on the basis of the liability of the Company on under the BondsPolicies and Post-Closing Policies, without diminution because of the insolvency of the Company. In It is understood, however, that in the event of the insolvency of the Company, this reinsurance shall be payable immediately upon demand (to the extent set forth in Section 3.2) directly to the Company, liquidator or its liquidator, receiver, administrator, 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, administrator or administrative receiver of the Company has failed to pay all or a portion of any claim. It is agreed, however, that within a reasonable time the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating on a Policy or Post-Closing Policy within a reasonable period of time after such claim is filed in the subject Bond reinsured by the Reinsurer. During insolvency proceedings and that during the pendency of such claim, claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Company or its liquidator, receiver, administrator, conservator liquidator or receiver or statutory successor. The It is further understood that the expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the courtcourt approval, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by each Reinsurer. This reinsurance shall be payable by the Reinsurer to the Company, or to its liquidator, receiver, administrator, conservator or statutory successor, except (a) where this Agreement (by way of an endorsement hereto with respect to any Bond) specifically provides for another payee of this reinsurance in the event of the insolvency of the Company and (b) where the Reinsurer, with the consent of the payees under the Bond, has assumed the Company's direct obligations to such payees in substitution for the obligations of the Company to such payees.