Common use of Insolvency Clause in Contracts

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured without diminution because of the insolvency of the Reinsured or because the liquidator, receiver, conservator or statutory successor of the 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 involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, the Reinsurer may investigate the same and interpose, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or association. The expenses thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable court, against the Reinsured 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 Reinsured as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.

Insolvency. In the event of the declared insolvency of the Reinsuredceding company, and payments due the appointment of a domiciliary liquidatorceding company on all reinsurance made, receiverceded, conservator renewed or statutory successor for the Reinsured, otherwise becoming effective under this reinsurance will Agreement shall be payable immediately upon demand, with reasonable provision for verification, by The Guardian directly to the Reinsured ceding company or to its domiciliary liquidator, receiver, or conservator or statutory successor, successor on the basis of the liability of the Reinsured ceding company under the policy or policies reinsured without diminution because of the insolvency of the Reinsured or because ceding company. It is understood, however, that in the liquidator, receiver, conservator or statutory successor event of insolvency of the Reinsured has failed to pay all or a portion of any claim. Every liquidatorceding company, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will give The Guardian shall be given written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability insolvent ceding company on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, a policy reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any such claim, the Reinsurer The Guardian may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Reinsured, to ceding company or its contract owner, liquidator or to any liquidator, receiver or statutory successor of successor. It is further understood that the Reinsured or guaranty fund or association. The expenses expense thus incurred by the Reinsurer will The Guardian shall be chargeable, subject to approval of the applicable courta court approval, against the Reinsured insolvent ceding company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured ceding company solely as a result of the defense undertaken by The Guardian. Where two or more assuming reinsurers participate in the Reinsurersame claim and a majority in interest elect to interpose a defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the ceding company. This In the event of the insolvency of The Guardian, as determined by the New York State Insurance Department, all reinsurance will ceded under this agreement may be payable directly immediately recaptured in full by the ceding company without penalty. The Guardian shall remain liable for the payment of any claim which had occurred prior to the Reinsured date of cancellation whether or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawnot due proof of such claim had actually been received.

Insolvency. Insolvency. In the event of the declared insolvency Ceding Company's insolvency, any payments ---------- due to the Ceding Company from the Reinsurer pursuant to the terms of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance Agreement will be payable immediately upon demand, with reasonable provision for verification, made directly to the Reinsured Ceding Company or its domiciliary conservator, liquidator, receiver, or conservator receiver or statutory successor, . Such payments will be made by the Reinsurer on the basis of the liability of the Reinsured Ceding Company under the annuities reinsured without diminution because of the insolvency of the Reinsured or because the Ceding Company. The conservator, liquidator, receiver, conservator receiver or statutory successor of the 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 Ceding Company will give the Reinsurer written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Ceding Company on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, any annuity reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the same and interposeCeding Company's name (or in the name of the Ceding Company's conservator, at its own expenseliquidator, receiver or statutory successor), in the proceeding where that such claim is to be adjudicated, any defense or defenses that it which the Reinsurer may deem available to the ReinsuredCeding Company or its conservator, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Ceding Company as a part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured Ceding Company solely as a result of the defense undertaken by the Reinsurer. This reinsurance In the event of the Reinsurer's insolvency, this treaty will terminate, and the terminal accounting and settlement described in Article X will occur. Any payments due the Reinsurer from the Ceding Company pursuant to the terms of this Agreement will be made directly to the Reinsurer or its conservator, liquidator, receiver or statutory successor. Any amounts owed by the Reinsurer to the Ceding Company will be payable directly to without diminution because of the Reinsured or to its domiciliary insolvency of the Reinsurer. The conservator, liquidator, receiver, conservator receiver or statutory successor, except as expressly required otherwise by applicable insurance lawsuccessor of the Reinsurer will give the Ceding Company written notice of the pendency of a claim against the Reinsurer on any annuity reinsured within a reasonable time after such claim is filed in the insolvency proceeding.

Insolvency. In the event of the declared insolvency of the ReinsuredRetrocedant, and this reinsurance shall be payable directly to the appointment of a domiciliary Retrocedant, or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Retrocedant without diminution because of the insolvency of the Reinsured Retrocedant or because the liquidator, receiver, conservator or statutory successor of the Reinsured Retrocedant has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Retrocedant shall give written notice to the Reinsurer Retrocessionaire of the pendency of a claim involving against the Reinsured Retrocedant indicating the Reinsurance Contract reinsured, which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, Retrocessionaire within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, 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 and that during the pendency of any such claim, the Reinsurer Retrocessionaire may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Reinsured, to Retrocedant or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Retrocessionaire shall be chargeable, subject to the approval of the applicable court, against the Reinsured Retrocedant as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured Retrocedant solely as a result of the defense undertaken by the ReinsurerRetrocessionaire. This As to all reinsurance will made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable directly as set forth above by the Retrocessionaire to the Reinsured Retrocedant or to its domiciliary liquidator, receiver, conservator or statutory successor, except (1) where the Reinsurance Contracts specifically provide another payee in the event of the insolvency of the Retrocedant, or (2) where the Retrocessionaire with the consent of the insured or reinsureds, has assumed such Reinsurance Contract obligations of the Retrocedant as expressly required otherwise by applicable insurance lawdirect obligations of the Retrocessionaire to the payees under such Reinsurance Contracts and in substitution for the obligations of the Retrocedant to such payees.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the declared insolvency Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the ReinsuredCeding Company or its conservator, and the appointment of a domiciliary liquidator, receiver, conservator receiver or statutory successor for the Reinsuredsuccessor, this which shall not include a guarantee association or fund. The reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurer on the basis of the liability of the Reinsured Ceding Company under the Annuities without diminution because of the insolvency of the Reinsured or because the Ceding Company. The conservator, liquidator, receiver, conservator receiver or statutory successor of the 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 Ceding Company will give the Reinsurer written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Ceding Company on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, any Annuity within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the same and interposeCeding Company’s name (or in the name of the Ceding Company’s conservator, at its own expenseliquidator, receiver or statutory successor), in the proceeding where that such claim is to be adjudicated, any defense or defenses that it which the Reinsurer may deem available to the ReinsuredCeding Company or its conservator, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable court, against the Reinsured 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 Reinsured as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.ARTICLE XI

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this This reinsurance will shall be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, by CNA on the basis of the liability of the Reinsured IGF under Policy or Policies reinsured without diminution diminution, because of the insolvency of the Reinsured IGF, to IGF or because the its liquidator, receiver, conservator or statutory successor. In the event of insolvency of IGF, the liquidator or receiver or statutory successor of the 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 IGF shall give written notice to the Reinsurer CNA of the pendency of a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability filed against IGF on the part of the Reinsurer to the Reinsured Policy or its domiciliary liquidator, receiver, conservator or statutory successor, Policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, the Reinsurer such claim CNA may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem available to the Reinsured, to IGF or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus incurred by the Reinsurer will CNA shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured IGF as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit benefits which may accrue to the Reinsured IGF solely as a result of the defense so undertaken by CNA. Should IGF go into liquidation or should a receiver be appointed, CNA shall be entitled to deduct from any sums which may be or may become due to IGF under this reinsurance Agreement, any sums which are due to CNA by IGF under this Agreement and which are payable at a fixed or stated date, as well as any other sums due to CNA which are permitted to be offset under applicable law. It is further understood and agreed that, in the Reinsurer. This event of the insolvency of IGF, the reinsurance will under this Agreement shall be payable directly by CNA to the Reinsured IGF or to its domiciliary liquidator, receiver, conservator receiver or statutory successor, except a) where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of IGF and b) where CNA with the consent of the direct insured or insureds has assumed such policy obligations of IGF as expressly required otherwise by applicable insurance lawdirect obligations of CNA to the payees under such policies and in substitution for the obligations of IGF to such payees. In no event shall anyone other than the parties to this Agreement or, in the event of IGF's insolvency, its liquidator, receiver, or statutory successor, have any rights under this Agreement.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, reinsurance under this reinsurance will Agreement shall be payable by Reinsurers immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company under policy or policies reinsured without diminution because of the insolvency of the Reinsured Company to the Company or because the to its liquidator, receiverreceiver or statutory successor, conservator except as provided by Section 4118 (A) of the New York Insurance Law or except where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company, and where Reinsurers with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of Reinsurers to the payees under such policies and in substitution for the obligations of the Company to such payees. The liquidator or receiver or statutory successor of the 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 Company shall give written notice to the Reinsurer Reinsurers of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Company on the part of the Reinsurer to the Reinsured policy or its domiciliary liquidator, receiver, conservator or statutory successor, policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During insolvency proceeding and that during the pendency of any claim, the Reinsurer such claim Reinsurers may investigate the same such claim and interpose, at its their own expense, in the proceeding where that such claim is to be adjudicated, adjudicated any defense or defenses that it which they may deem available to the Reinsured, to Company or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Reinsurers shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured 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 Reinsured Company solely as a result of the defense undertaken by Reinsurers. Where two or more Reinsurers are involved in the Reinsurersame claim and a majority in interest elect to interpose defense to such claim the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company. This reinsurance will Should the Company go into liquidation or should a receiver be payable directly appointed Reinsurers shall be entitled to deduct from any sums which may be due or may become due to the Reinsured Company under this Agreement, any sums which are due to Reinsurers by the Company under this Agreement and which are payable at a fixed or stated date, as well as any other sums due to its domiciliary liquidatorReinsurers which are permitted to be offset under applicable law. In the event of the insolvency of any company or companies becoming included in the designation of “Company”, receiver, conservator this Article will apply only to the insolvent company or statutory successor, except as expressly required otherwise by applicable insurance lawcompanies.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the declared insolvency Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the ReinsuredCeding Company or its conservator, and the appointment of a domiciliary liquidator, receiver, conservator receiver or statutory successor for the Reinsuredsuccessor, this which shall not include a guarantee association or fund. The reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurer on the basis of the liability of the Reinsured Ceding Company under the Annuities without diminution because of the insolvency of the Reinsured or because the Ceding Company. The conservator, liquidator, receiver, conservator receiver or statutory successor of the 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 Ceding Company will give the Reinsurer written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Ceding Company on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, any annuity reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the same and interposeCeding Company’s name (or in the name of the Ceding Company’s conservator, at its own expenseliquidator, receiver or statutory successor), in the proceeding where that such claim is to be adjudicated, any defense or defenses that it which the Reinsurer may deem available to the ReinsuredCeding Company or its conservator, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Ceding Company as a part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which that may accrue to the Reinsured Ceding Company solely as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.

Insolvency. A. In the event of the declared insolvency of one or more of the Reinsuredreinsured companies, and this reinsurance shall be payable directly to the appointment of a domiciliary company or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured company without diminution because of the insolvency of the Reinsured company or because the liquidator, receiver, conservator or statutory successor of the Reinsured company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will company shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured company indicating the policy or bond reinsured which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, 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 and that during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to company or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to the approval of the applicable courtCourt, against the Reinsured 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 Reinsured company solely as a result of the defense undertaken by the Reinsurer. This B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the company. C. It is further understood and agreed that, in the event of the insolvency of one or more of the reinsured companies, the reinsurance will under this Contract shall be payable directly by the Reinsurer to the Reinsured company or to its domiciliary liquidator, receiver, conservator receiver or statutory successor, except as expressly required otherwise provided by applicable insurance lawSection 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the company to such payees.

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will shall be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured as a result of claims allowed against the Reinsured by any court of competent jurisdiction or any liquidator, receiver, conservator or statutory successor having authority to allow such claims without diminution because of the insolvency of the Reinsured or because the liquidator, receiver, conservator or statutory successor of the 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 shall give written notice to the Reinsurer of the pendency of a claim involving the Reinsured indicating which of the underlying insurance contracts policies would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, the Reinsurer may investigate the same and interpose, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to its contract ownerpolicyholder, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationReinsured. The expenses thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable court, against the Reinsured as part of the expense of on conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured as a result of the defense undertaken by the Reinsurer. This reinsurance will shall be payable directly by the Reinsurer to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law. Any debts or credits, matured or unmatured, liquidated or unliquidated, regardless of when they arose or were incurred, in favor of or against either the Ceding Company, or its liquidator, receiver or statutory successor, or the Reinsurer with respect to this Agreement and any other agreements between the Ceding Company, or its liquidator, receiver or statutory successor and the Reinsurer are deemed to be mutual debts and credits and shall be set off and only the net balance shall be paid.

Insolvency. In the event of the declared insolvency of the Reinsureda Ceding Company, and the appointment of a domiciliary this reinsurance as to Insurance Contracts issued by such Ceding Company shall be payable directly to such Ceding Company or its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability amount of the Reinsured claims allowed in the insolvency proceeding without diminution because of the insolvency of the Reinsured such Ceding Company or because the liquidator, receiver, conservator or statutory successor of the Reinsured such Ceding Company has failed or is unable to pay all or a portion of any a claim, except where (a) this Agreement specifically provides another payee of such reinsurance in the event of such Ceding 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 Ceding Company as direct obligations of the Reinsurer to the payees under such policies and in full and complete substitution for the obligations of such Ceding Company to such payees. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will shall give written notice to the Reinsurer of the pendency of a claim involving against such Ceding Company indicating the Reinsured indicating Subject Policy which of the underlying insurance contracts would involve involves a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership and that, 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 during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to such Ceding Company or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtCourt’s approval, against the Reinsured such Ceding Company as part of the expense of the conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Reinsured such Ceding Company solely as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this This reinsurance will shall be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on Reinsurer and the basis of the liability of the Reinsured Company under Policy or Policies reinsured without diminution diminution, because of the insolvency of the Reinsured Company, to the Company or because the its liquidator, receiver, conservator or statutory successor. In the event of insolvency of the Company, the liquidator or receiver or statutory successor of the 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 Company shall give written notice to the Reinsurer of the pendency of a claim involving filed against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Company on the part of the Reinsurer to the Reinsured Policy or its domiciliary liquidator, receiver, conservator or statutory successor, Policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, such claim the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem available to the Reinsured, to Company or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit benefits, which may accrue to the Reinsured Company solely as a result of the defense so undertaken by the Reinsurer. This Should the Company go into liquidation or should a receiver be appointed, the Reinsurer shall be entitled to deduct from any sums which may be or may become due to the Company any sums which are due to the Reinsurer by the Company and which are payable at a fixed or stated date under this Agreement, to the full extent permitted under the laws of the insolvent party's state of domicile. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance will under this Agreement shall be payable directly by the Reinsurer to the Reinsured Company or to its domiciliary liquidator, receiver or statutory successor except a) where this Agreement specifically provides another payee or such reinsurance in the event of the insolvency of the Company or b) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. In no event shall anyone other than the parties to this Agreement or, in the event of the Company's insolvency, its liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawhave any rights under this Agreement.

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this This reinsurance will shall be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurer on the basis of the liability of the Reinsured Company under Policy or Policies reinsured without diminution diminution, because of the insolvency of the Reinsured Company, to the Company or because the its liquidator, receiver, conservator or statutory successor. In the event of insolvency of the Company, the liquidator or receiver or statutory successor of the 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 Company shall give written notice to the Reinsurer of the pendency of a claim involving filed against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Company on the part of the Reinsurer to the Reinsured Policy or its domiciliary liquidator, receiver, conservator or statutory successor, Policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, such claim the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem available to the Reinsured, to Company or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit benefits which may accrue to the Reinsured Company solely as a result of the defense so undertaken by the Reinsurer. This Should the Company go into liquidation or should a receiver be appointed, the Reinsurer shall be entitled to deduct from any sums which may be or may become due to the Company under this reinsurance will Contract, any sums which are due to the Reinsurer by the Company under this Contract and which are payable at a fixed or stated date, as well as any other sums due to the Reinsurer which are permitted to be offset under applicable law. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Reinsured Company or to its domiciliary liquidator, receiver, conservator receiver or statutory successor, except a) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and b) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as expressly required otherwise by applicable insurance lawdirect obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company to such payees. In no event shall anyone other than the parties to this Contract or, in the event of the Company's insolvency, its liquidator, receiver, or statutory successor, have any rights under this Contract.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and this reinsurance shall be payable directly to the appointment of a domiciliary Company or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. of the Reinsured Company without diminution because of the insolvency of the Reinsured Company or because the liquidator, receiver, conservator or statutory successor of the Reinsured Company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer Retrocessionaire of the pendency of a claim involving against the Reinsured Company indicating the policy or bond reinsured which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, Retrocessionaire within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, 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 and that during the pendency of any such claim, the Reinsurer Retrocessionaire may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to Company or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Retrocessionaire shall be chargeable, subject to the approval of the applicable court, against the Reinsured 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 Reinsured Company solely as a result of the defense undertaken by the ReinsurerRetrocessionaire. This reinsurance will In the event of the insolvency of the Company the sums held in trust for the Retrocessionaire shall continue to be kept separate and continue to be held in trust for the benefit of the Retrocessionaire and subject to the terms of this Agreement shall continue to be beneficially owned by and payable to the Retrocessionaire. In the event of the insolvency of the Retrocessionaire, all amounts due but not paid to the Retrocessionaire by the Company on such date under this Agreement and any other contract, regardless of the date on which they became due, and all amounts which become due to the Retrocessionaire by the Company after that date under this Agreement and any other contract may be retained by the Company and set off (to the extent permitted by applicable law) against the amounts due by the Retrocessionaire under this Agreement and any other contract, whether they were due before the insolvency or become due after. The balance only, if any, shall be payable directly by the Company to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawRetrocessionaire at the expiry of all liability under this Agreement and any other contract between the parties.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and this reinsurance shall be payable directly to the appointment of a domiciliary Company, or to its liquidator, receiver, conservator or statutory successor (except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company or 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 Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly obligations of the Company to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, such payees) on the basis of the liability of the Reinsured claim or claims allowed by such liquidator, receiver, conservator or statutory successor without diminution because of the insolvency of the Reinsured Company or because the liquidator, receiver, conservator or statutory successor of the Reinsured Company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured Company indicating the policy reinsured which of the underlying insurance contracts claim 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 Reinsured Company or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, the Reinsurer may investigate the same and interpose, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or association. The expenses expense thus incurred by the Reinsurer will shall be chargeable, chargeable subject to the approval of the applicable court, court against the Reinsured 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 Reinsured Company solely as a result of the defense undertaken by the Reinsurer. This When two or more Reinsurers are involved in the same claim and a majority in interest elects to interpose defense to such claim, the expenses shall be apportioned in accordance with the terms of the reinsurance will be payable directly to Agreement as though such expense had been incurred by the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawCompany.

Insolvency. In the event of the declared insolvency Ceding Company's insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the ReinsuredCeding Company or its conservator, and the appointment of a domiciliary liquidator, receiver, conservator receiver or statutory successor for the Reinsured, this successor. The reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurer on the basis of the liability of the Reinsured Ceding Company under the annuities reinsured without diminution because of the insolvency of the Reinsured or because the Ceding Company. The conservator, liquidator, receiver, conservator receiver or statutory successor of the 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 Ceding Company will give the Reinsurer written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Ceding Company on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, any annuity reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the same and interposeCeding Company's name (or in the name of the Ceding Company's conservator, at its own expenseliquidator, receiver or statutory successor), in the proceeding where that such claim is to be adjudicated, any defense or defenses that it which the Reinsurer may deem available to the ReinsuredCeding Company or its conservator, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Ceding Company as a part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured Ceding Company solely as a result of the defense undertaken by the Reinsurer. This reinsurance In the event of the Reinsurer's insolvency, this treaty will terminate, and the terminal accounting and settlement described in Article IX will occur. Any payments due the Reinsurer from the Ceding Company pursuant to the terms of this Agreement will be made directly to the Reinsurer or its conservator, liquidator, receiver or statutory successor. Any amounts owed by the Reinsurer to the Ceding Company will be payable directly to without diminution because of the Reinsured or to its domiciliary insolvency of the Reinsurer. The conservator, liquidator, receiver, conservator receiver or statutory successor, except as expressly required otherwise by applicable insurance lawsuccessor of the Reinsurer will give the Ceding Company written notice of the pendency of a claim against the Reinsurer on any annuity reinsured within a reasonable time after such claim is filed in the insolvency proceeding.

Insolvency. In the event of the declared insolvency of the ReinsuredRetrocedant, and this reinsurance shall be payable directly to the appointment of a domiciliary Retrocedant, or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of reported claims allowed against the liability of the Reinsured insolvent Retrocedant by any court in a liquidation proceeding, without diminution because of the insolvency of the Reinsured Retrocedant or because the liquidator, receiver, conservator or statutory successor of the Reinsured Retrocedant has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Retrocedant shall give written notice to the Reinsurer Retrocessionaire of the pendency of a claim involving against the Reinsured Retrocedant indicating the Reinsurance Contract reinsured, which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, Retrocessionaire within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, 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 and that during the pendency of any such claim, the Reinsurer Retrocessionaire may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Reinsured, to Retrocedant or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Retrocessionaire shall be chargeable, subject to the approval of the applicable court, against the Reinsured Retrocedant as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured Retrocedant solely as a result of the defense undertaken by the ReinsurerRetrocessionaire. This As to all reinsurance will made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable directly as set forth above by the Retrocessionaire to the Reinsured Retrocedant or to its domiciliary liquidator, receiver, conservator or statutory successor, except (1) where the Reinsurance Contracts specifically provide another payee in the event of the insolvency of the Retrocedant, or (2) where the Retrocessionaire with the consent of the insured or reinsureds, has assumed such Reinsurance Contract obligations of the Retrocedant as expressly required otherwise by applicable insurance lawdirect obligations of the Retrocessionaire to the payees under such Reinsurance Contracts and in substitution for the obligations of the Retrocedant to such payees.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and this reinsurance shall be payable directly to the appointment of a domiciliary Company or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company without diminution because of the insolvency of the Reinsured Company or because the liquidator, receiver, conservator or statutory successor of the Reinsured Company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer Retrocessionaire of the pendency of a claim involving against the Reinsured Company indicating the policy or bond reinsured which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, Retrocessionaire within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, 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 and that during the pendency of any such claim, the Reinsurer Retrocessionaire may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to Company or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Retrocessionaire shall be chargeable, subject to the approval of the applicable court, against the Reinsured 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 Reinsured Company solely as a result of the defense undertaken by the ReinsurerRetrocessionaire. This reinsurance will In the event of the insolvency of the Company the sums held in trust for the Retrocessionaire shall continue to be kept separate and continue to be held in trust for the benefit of the Retrocessionaire and subject to the terms of this Agreement shall continue to be beneficially owned by and payable to the Retrocessionaire. In the event of the insolvency of the Retrocessionaire, all amounts due but not paid to the Retrocessionaire by the Company on such date under this Agreement and any other contract, regardless of the date on which they became due, and all amounts which become due to the Retrocessionaire by the Company after that date under this Agreement and any other contract may be retained by the Company and set off (to the extent permitted by applicable law) against the amounts due by the Retrocessionaire under this Agreement and any other contract, whether they were due before the insolvency or become due after. The balance only, if any, shall be payable directly by the Company to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawRetrocessionaire at the expiry of all liability under this Agreement and any other contract between the parties.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and this reinsurance shall be payable directly to the appointment of a domiciliary Company or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company without diminution because of the insolvency of the Reinsured [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Company or because the liquidator, receiver, conservator or statutory successor of the Reinsured Company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured Company indicating the policy or bond reinsured which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, 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 and that during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to Company or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to the approval of the applicable court, against the Reinsured 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 Reinsured Company solely as a result of the defense undertaken by the Reinsurer. This reinsurance will In the event of the insolvency of the Company the sums held in trust for the Reinsurer shall continue to be kept separate and continue to be held in trust for the benefit of the Reinsurer and subject to the terms of this Agreement shall continue to be beneficially owned by and payable to the Reinsurer. In the event of the insolvency of the Reinsurer, all amounts due but not paid to the Reinsurer by the Company on such date under this Agreement and any other contract, regardless of the date on which they became due, and all amounts which become due to the Reinsurer by the Company after that date under this Agreement and any other contract may be retained by the Company and set off (to the extent permitted by applicable law) against the amounts due by the Reinsurer under this Agreement and any other contract, whether they were due before the insolvency or become due after. The balance only, if any, shall be payable directly by the Company to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawReinsurer at the expiry of all liability under this Agreement and any other contract between the parties.

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured without diminution because of the insolvency of the Reinsured or because the liquidator, receiver, conservator or statutory successor of the 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 involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, the Reinsurer may investigate the same and interpose, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or association. The expenses thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable court, against the Reinsured 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 Reinsured as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and this reinsurance shall be payable directly to the appointment of a domiciliary Company or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company without diminution because of the insolvency of the Reinsured Company or because the liquidator, [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. receiver, conservator or statutory successor of the Reinsured Company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer Retrocessionaire of the pendency of a claim involving against the Reinsured Company indicating the policy or bond reinsured which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, Retrocessionaire within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, 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 and that during the pendency of any such claim, the Reinsurer Retrocessionaire may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to Company or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Retrocessionaire shall be chargeable, subject to the approval of the applicable court, against the Reinsured 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 Reinsured Company solely as a result of the defense undertaken by the ReinsurerRetrocessionaire. This reinsurance will In the event of the insolvency of the Company the sums held in trust for the Retrocessionaire shall continue to be kept separate and continue to be held in trust for the benefit of the Retrocessionaire and subject to the terms of this Agreement shall continue to be beneficially owned by and payable to the Retrocessionaire. In the event of the insolvency of the Retrocessionaire, all amounts due but not paid to the Retrocessionaire by the Company on such date under this Agreement and any other contract, regardless of the date on which they became due, and all amounts which become due to the Retrocessionaire by the Company after that date under this Agreement and any other contract may be retained by the Company and set off (to the extent permitted by applicable law) against the amounts due by the Retrocessionaire under this Agreement and any other contract, whether they were due before the insolvency or become due after. The balance only, if any, shall be payable directly by the Company to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawRetrocessionaire at the expiry of all liability under this Agreement and any other contract between the parties.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and this reinsurance shall be payable directly to the appointment of a domiciliary Company or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company without diminution because of the insolvency of the Reinsured Company or because the liquidator, receiver, conservator or statutory successor of the Reinsured Company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer Retrocessionaire of the pendency of a claim involving against the Reinsured Company indicating the policy or bond reinsured which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, Retrocessionaire within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, 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 and that during the pendency of any such claim, the Reinsurer Retrocessionaire may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to Company or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Retrocessionaire shall be chargeable, subject to the approval of the applicable court, against the Reinsured 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 Reinsured Company solely as a result of the defense undertaken by the ReinsurerRetrocessionaire. This reinsurance will In the event of the insolvency of the Company, the sums held in trust for the Retrocessionaire shall continue to be kept separate and continue to be held in trust for the benefit of the Retrocessionaire and subject to the terms of this Agreement shall continue to be beneficially owned by and payable to the Retrocessionaire. In the event of the insolvency of the Retrocessionaire, all amounts due but not paid to the Retrocessionaire by the Company on such date under this Agreement and any other contract, regardless of the date on which they became due, and all amounts which become due to the Retrocessionaire by the Company after that date under this Agreement and any other contract may be retained by the Company and set off (to the extent permitted by applicable law) against the amounts due by the Retrocessionaire under this Agreement and any other contract, whether they were due before the insolvency or become due after. The balance only, if any, shall be payable directly by the Company to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawRetrocessionaire at the expiry of all liability under this Agreement and any other contract between the parties [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

Insolvency. In Reinsurer hereby agrees that, as to all reinsurance made, ceded, renewed or otherwise becoming effective hereunder, the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will shall be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, by Reinsurer on the basis of the liability of Cedent under the Reinsured Coinsured Contracts reinsured on an indemnity basis, directly to Cedent or to its conservator, liquidator, receiver or other statutory successor without diminution because of (i) the insolvency insolvency, liquidation or rehabilitation of Cedent, (ii) the Reinsured or because the liquidatorappointment of a conservator, receiver, conservator liquidator or statutory successor of Cedent, or (iii) the Reinsured has failed failure of the conservator, receiver, liquidator or statutory successor of Cedent to pay all or a portion of any claim. Every liquidatorIt is agreed that any conservator, receiver, conservator liquidator or statutory successor of the Reinsured or guaranty fund or association will Cedent shall give prompt written notice to the Reinsurer of the pendency or submission of a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, under any such Coinsured Contracts within a reasonable amount of time after the such claim is filed in the receivership, conservation, liquidation, receivership insolvency or other liquidation proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the ReinsuredCedent or its conservator, to its contract ownerreceiver, or to any liquidator, receiver liquidator or statutory successor except where: (i) the Coinsured Contract specifies another payee of such reinsurance in the event of the Reinsured or guaranty fund or associationinsolvency of Cedent and (ii) Reinsurer, with the consent of the direct insureds has assumed such policy obligations of Cedent as its direct obligations to the payees under such Coinsured Contracts, in substitution for the obligations of Cedent to such payees. The expenses expense thus incurred by the Reinsurer will be chargeableis chargeable against Cedent, subject to the approval of the applicable court, against the Reinsured as a part of the expense of conservation insolvency, liquidation or liquidation rehabilitation to the extent of a pro rata proportionate share of the benefit which may accrue accrues to the Reinsured Cedent solely as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this This reinsurance will shall be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurer on the basis of the liability of the Reinsured Company(ies) under policy or policies reinsured without diminution diminution, because of the insolvency of the Reinsured Company, to the Company(ies) or because the its liquidator, receiver, conservator or statutory successor. In the event of insolvency of one or more of the Companies, the liquidator or receiver or statutory successor of the 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 Company (ies) shall give written notice to the Reinsurer of the pendency of a claim involving filed against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Company(ies) on the part of the Reinsurer to the Reinsured Policy or its domiciliary liquidator, receiver, conservator or statutory successor, Policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, such claim the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem available to the Reinsured, to Company(ies) or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Company(ies) as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit benefits which may accrue to the Reinsured Company(ies) solely as a result of the defense so undertaken by the Reinsurer. This Should one or more of the Companies go into liquidation or should a receiver be appointed, the Reinsurer shall be entitled to deduct from any sums which may be or may become due to the Company(ies) any sums which are due to the Reinsurer by the Company(ies) and which are payable at a fixed or stated date under this Contract or under the Surety Quota Share Treaty or the Surety Excess of Loss Reinsurance Contract between certain of the parties hereto, to the full extent permitted under the laws of the insolvent party's state of domicile. It is further understood and agreed that, in the event of the insolvency of the Companies, the reinsurance will under this Contract shall be payable directly by the Reinsurer to the Reinsured Company(ies) or to its domiciliary liquidator, receiver or statutory successor except a) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company(ies) and b) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company(ies) as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company(ies) to such payees. In no event shall anyone other than the parties to this Contract or, in the event of the insolvency of one or more of the Companies, its liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawhave any rights under this Contract.

Insolvency. In the event of the declared insolvency insolvency, liquidation or rehabilitation of the Reinsured, and Ceding Company or the appointment of a domiciliary liquidator, receiver, conservator receiver or statutory successor of the Ceding Company, the reinsurance coverage provided hereunder shall be payable by the Reinsurer directly to the Ceding Company or to its liquidator, receiver or statutory successor, on the basis of the liability of the Ceding Company for the ReinsuredPolicy Liabilities without diminution because of such insolvency, this liquidation, rehabilitation or appointment or because such liquidator, receiver or statutory successor has failed to pay any or a portion of any claims. In any such event, the reinsurance will being provided hereunder shall be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of claims allowed against the liability Ceding Company by any court of the Reinsured without diminution because of the insolvency of the Reinsured competent jurisdiction or because by any liquidator, receiver or statutory successor. In any such event, the liquidator, receiver, conservator receiver or statutory successor of the 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 Ceding Company shall give written notice to the Reinsurer of the pendency of a each claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer Ceding Company with respect to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, such Policy Liabilities within a reasonable amount of time after the each such claim is filed in the conservationinsolvency, liquidation, receivership liquidation or other rehabilitation proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claimsuch claims, the Reinsurer may investigate the same and interposemay, at its own expense, investigate such claim and interpose in the proceeding where that in which such claim is to be adjudicated, adjudicated any defense or defenses that it defenses, which the Reinsurer may reasonably deem available to the Reinsured, to Ceding Company or its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus incurred in connection therewith by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Ceding Company as part of the expense of conservation such insolvency, liquidation or liquidation rehabilitation to the extent of a pro rata share of the benefit any benefit, which may accrue accrues to the Reinsured Ceding Company, solely as a result of the defense or defenses undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and this reinsurance shall be payable directly to the appointment of a domiciliary Company, or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company without diminution because of the insolvency of the Reinsured Company or because the liquidator, receiver, conservator or statutory successor of the Reinsured Company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured Company indicating the Policy reinsured, which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, 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 and that during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, adjudicated any defense or defenses that it they may deem available to the Reinsured, to Company or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to the approval of the applicable court, against the Reinsured 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 Reinsured Company solely as a result of the defense undertaken by the Reinsurer. 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 reinsurance will Agreement as though such expense had been incurred by the Company. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable directly as set forth above by the Reinsurer to the Reinsured Company or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise provided by applicable insurance lawSections 4118 (a)(1)(A) and 1114(c) of the New York Insurance Law or except (1) where the Agreement specifically provides another payee in the event of the insolvency of the Company, and (2) where the Reinsurer, with the consent of the direct insured or insureds, has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York Risks by the Superintendent of Insurance of the State of New York, is entirely released from its obligation and the Reinsurer pays any Loss directly to payees under such Policy.

Insolvency. In the event of the declared insolvency of the ReinsuredRetrocedant, and the appointment of a domiciliary this reinsurance shall be payable directly to Retrocedant, or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Retrocedant without diminution because of the insolvency of the Reinsured Retrocedant or because the liquidator, receiver, conservator or statutory successor of the Reinsured Retrocedant has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Retrocedant shall give written notice to the Reinsurer Retrocessionaire of the pendency of a claim involving against Retrocedant indicating the Reinsured indicating Reinsurance Contract, which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, Retrocessionaire within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, 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 and that during the pendency of any such claim, the Reinsurer Retrocessionaire may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, adjudicated any defense defence or defenses defences that it may deem available to the Reinsured, to Retrocedant or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Retrocessionaire shall be chargeable, subject to the approval of the applicable court, against the Reinsured Retrocedant as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured Retrocedant solely as a result of the defense defence undertaken by Retrocessionaire. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the Reinsurer. This reinsurance will shall be payable directly as set forth above by Retrocessionaire to the Reinsured Retrocedant or to its domiciliary liquidator, receiver, conservator or statutory successor, except (i) where the Reinsurance Contracts specifically provide another payee in the event of the insolvency of Retrocedant, and (ii) where Retrocessionaire, with the consent of the reinsured or reinsureds under the Reinsurance Contracts, has assumed such Reinsurance Contract obligations of Retrocedant as expressly required otherwise by applicable insurance law.direct obligations of Retrocessionaire to the payees under such Reinsurance Contracts and in substitution for the obligations of the Retrocedant to such payees. For the purposes of this Section, "insolvency of Retrocedant" shall occur if:

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.) 2007 Workers’ Compensation Clash Excess of Loss Contract — January 1, 2007 In the event of the declared insolvency of the ReinsuredCompany, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, reinsurance under this reinsurance will Contract shall be payable immediately upon on demand, with reasonable provision for verification, directly to on the Reinsured basis of claims allowed against the insolvent Company by any court of competent jurisdiction or its domiciliary by any liquidator, receiver, or conservator or statutory successorconservator, on the basis of the liability of the Reinsured without diminution because of the insolvency of the Reinsured or because the liquidator, receiver, conservator or statutory successor of the Reinsured 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 claimclaims. Every Such payments by the Subscribing Reinsurer shall be made directly to the Company or its liquidator, receiver, conservator conservator, or statutory successor, except to the extent Section 4118(a) of the New York Insurance Law applies, or except (a) where the Contract specifically provides another payee of 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, conservator, or statutory successor of the Reinsured or guaranty fund or association will insolvent Company shall give written notice to the Subscribing Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability insolvent Company on the part of the Reinsurer to the Reinsured Policy or its domiciliary liquidator, receiver, conservator or statutory successor, Policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During insolvency proceeding and that during the pendency of any claim, such claim the Subscribing Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem available to the ReinsuredCompany or its liquidator, to its contract ownerreceiver, conservator, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Subscribing Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit benefit, which may accrue to the Reinsured Company solely as a result of the defense undertaken by the Subscribing Reinsurer. This reinsurance will Where two or more Reinsurers are involved in the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be payable directly apportioned in accordance with the terms of this Contract as though such expense had been incurred by the insolvent Company. With respect to California Workers Compensation loss (es), it is agreed that in the Reinsured event of any delinquency proceeding, receivership, or insolvency of the Company and/or the failure of the Subscribing Reinsurer, for any reason, to its domiciliary liquidatormake payments under this Contract, receiverthe Insurance Commissioner of California may, conservator or statutory successorupon 30-days notice, except as expressly required otherwise draw upon any sums from the deposit made by applicable insurance lawthe Subscribing Reinsurer in accordance with the provisions of sections 11691 — 11703 of the California Insurance Code.

Insolvency. In the event of the declared insolvency of the ReinsuredRetrocedant, and the appointment of a domiciliary this reinsurance shall be payable directly to Retrocedant, or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Retrocedant without diminution because of the insolvency of the Reinsured Retrocedant or because the liquidator, receiver, conservator or statutory successor of the Reinsured Retrocedant has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Retrocedant shall give written notice to the Reinsurer Retrocessionaire of the pendency of a claim involving against Retrocedant indicating the Reinsured indicating Reinsurance Contract, which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, Retrocessionaire within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, 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 and that during the pendency of any such claim, the Reinsurer Retrocessionaire may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Reinsured, to Retrocedant or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Retrocessionaire shall be chargeable, subject to the approval of the applicable court, against the Reinsured Retrocedant as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured Retrocedant solely as a result of the defense undertaken by Retrocessionaire. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the Reinsurer. This reinsurance will shall be payable directly as set forth above by Retrocessionaire to the Reinsured Retrocedant or to its domiciliary liquidator, receiver, conservator or statutory successor, except (i) where the Reinsurance Contracts specifically provide another payee in the event of the insolvency of Retrocedant, and (ii) where Retrocessionaire, with the consent of the reinsured or reinsureds under the Reinsurance Contracts, has assumed such Reinsurance Contract obligations of Retrocedant as expressly required otherwise by applicable insurance law.direct obligations of Retrocessionaire to the payees under such Reinsurance Contracts and in substitution for the obligations of the Retrocedant to such payees. For the purposes of this Section 16, an Insolvency Event shall occur if:

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured without diminution because of the insolvency of the Reinsured or because the liquidator, receiver, conservator or statutory successor of the 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 involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, the Reinsurer may investigate the same and interpose, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or association. The expenses thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable court, against the Reinsured 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 Reinsured as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsurer to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.

Insolvency. In the event of the declared insolvency of the Reinsured, and this Agreement shall be payable directly to the appointment of a domiciliary Reinsured, or its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured without diminution because of the insolvency of the Reinsured or because the liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating the Policy or bond reinsured, which of the underlying insurance contracts claim 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(s) that they may deem available to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, the Reinsurer may investigate the same and interpose, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or association. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to the approval of the applicable court, against the Reinsured 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 Reinsured solely as a result of the defense undertaken by the Reinsurer. 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 reinsurance will Contract as though such expense had been incurred by the Reinsured. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable directly as set forth above by the Reinsurer to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except (1) where the Agreement specifically provides another payee in the event of the insolvency of the Reinsured; and (2) where the Reinsurer, with the consent of the direct insured(s), have assumed such Policy obligations of the Reinsured as expressly required otherwise by applicable insurance lawdirect obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Reinsured to such payees. Then, and in that event only, the Reinsured is entirely released from its obligation and the Reinsurers pay any loss directly to payees under such Policy.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and this reinsurance shall be payable by the appointment of a domiciliary Reinsurer directly to the Company, or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company without diminution because of the insolvency of the Reinsured Company or because the liquidator, receiver, conservator conservator, or statutory successor of the Reinsured Company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator conservator, or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured Company indicating the policy or bond reinsured which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, 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 and that during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the ReinsuredCompany or its liquidator, to its contract ownerreceiver, conservator, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to the approval of the applicable court, against the Reinsured 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 Reinsured Company solely as a result of the defense undertaken by the Reinsurer. 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 their respective reinsurance will agreements as though such expense had been incurred by the Company. The reinsurance shall be payable directly by the Reinsurer to the Reinsured Company or to its domiciliary liquidator, receiver, conservator conservator, or statutory successor, except as expressly required otherwise provided by applicable insurance lawSection 4118(a) of the New York Insurance Law or except (a) where the agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company, and (b) where the Reinsurer, with the consent of the direct insured or insureds, has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company to such payees.

Insolvency. In the event of the declared insolvency of the ReinsuredCEDING COMPANY, and any reinsurance death benefits due will be payable directly to the appointment of a domiciliary liquidator, receiver, conservator receiver or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured CEDING COMPANY without diminution because of the insolvency of the Reinsured or because CEDING COMPANY. All other terms of this Agreement will remain in effect, including but not limited to the CEDING COMPANY's obligation to pay reinsurance premiums pursuant to this Agreement. In the event of insolvency of the CEDING COMPANY, the liquidator, receiver, conservator receiver or statutory successor of the 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 immediately give written notice to the Reinsurer REINSURER of all pending claims against the pendency of CEDING COMPANY on any policies reinsured. While a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claimpending, the Reinsurer REINSURER may investigate the same and interpose, at its own expense, in the proceeding proceedings where that the claim is to be adjudicated, any defense or defenses that which it may deem available to the Reinsured, to CEDING COMPANY or its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus expense incurred by the Reinsurer REINSURER will be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured CEDING COMPANY as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured CEDING COMPANY solely as a result of the defense undertaken by the ReinsurerREINSURER. This reinsurance Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be payable directly apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the CEDING COMPANY. Any debts or credits, matured or unmatured, liquidated or unliquidated, in favor of or against either the REINSURER or the CEDING COMPANY with respect to this Agreement or with respect to any other claim of one party against the Reinsured other are deemed mutual debts or to its domiciliary liquidatorcredits, receiveras the case may be, conservator and will be offset, and only the balance will be allowed or statutory successor, except as expressly required otherwise by applicable insurance lawpaid.

Insolvency. In the event of the declared insolvency Ceding Company's insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the ReinsuredCeding Company or its conservator, and the appointment of a domiciliary liquidator, receiver, conservator receiver or statutory successor for the Reinsured, this successor. The reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurer on the basis of the liability of the Reinsured Ceding Company under the annuities reinsured without diminution because of the insolvency of the Reinsured or because the Ceding Company. The conservator, liquidator, receiver, conservator receiver or statutory successor of the 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 Ceding Company will give the Reinsurer written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Ceding Company on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, any annuity reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the same and interposeCeding Company's name (or in the name of the Ceding Company's conservator, at its own expenseliquidator, receiver or statutory successor), in the proceeding where that such claim is to be adjudicated, any defense or defenses that it which the Reinsurer may deem available to the ReinsuredCeding Company or its conservator, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Ceding Company as a part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured Ceding Company solely as a result of the defense undertaken by the Reinsurer. This reinsurance In the event, of the Reinsurer's insolvency, this treaty will terminate, and the terminal accounting and settlement described in Article X will occur. Any payments due the Reinsurer from the Ceding Company pursuant to the terms of this Agreement will be made directly to the Reinsurer or its conservator, liquidator, receiver or statutory successor. Any amounts owed by the Reinsurer to the Ceding Company will be payable directly to without diminution because of the Reinsured or to its domiciliary insolvency of Reinsurer. The conservator, liquidator, receiver, conservator receiver or statutory successor, except as expressly required otherwise by applicable insurance lawsuccessor of the Reinsurer will give the Ceding Company written notice of the pendency of a claim against the Reinsurer on any annuity reinsured within a reasonable time after such claim is filed in the insolvency proceeding.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and at the appointment option of a domiciliary the Reinsurer, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company without diminution because of the insolvency of the Reinsured Company or because the liquidator, receiver, conservator or statutory successor of the Reinsured Company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured Company, indicating the policy insured, which of the underlying insurance contracts would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successorReinsurer, within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, 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 and that during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to Company or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to the approval of the applicable courtCourt, against the Reinsured 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 Reinsured Company solely as a result of the defense undertaken by the Reinsurer. This As to all reinsurance will made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable directly as set forth above by the Reinsurer to the Reinsured Company or to its domiciliary liquidator, receiver, conservator conservator, or statutory successor, successor (except as expressly required otherwise provided by Sections 4118(a) (1) (A) and 1114 (c) of the New York Insurance Law or) except (a) where the applicable insurance lawreinsurance agreement specifically provides another payee in the event of the insolvency of the Company, or (b) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company to the payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Insurance of the State of New York, is entirely released from its obligation and the Reinsurer pays any loss directly to payees under such Covered Contract. Notwithstanding anything else contained in this Agreement, under no circumstances howsoever arising shall the insolvency of the Company result in an acceleration or enlargement of the Reinsurer's obligations hereunder. In the event of insolvency of the Company, and at the option of the Reinsurer, policyholders, cedents and reinsurers of the Company shall have the ability to deal directly with the Reinsurer on a cut-through basis in respect of all business subject to this Agreement, and the Reinsurer will continue to administer the business subject to this Agreement as though such insolvency had not occurred, including but not limited to the collection of all retrocessional or other recoveries.

Insolvency. In the event of the declared insolvency of Company’s insolvency, the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, reinsurance afforded by this reinsurance Agreement will be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurer on the basis of the Company’s liability of under the Reinsured policies reinsured without diminution because of the Company’s insolvency of the Reinsured or because the its liquidator, receiver, conservator conservator, or statutory successor of the Reinsured has failed to pay all or a portion of any claimclaims, subject however to the right of the Reinsurer to offset against such funds due hereunder, any sums that may be payable to them by said insolvent Company in accordance with applicable law. Every The reinsurance will be payable by the Reinsurer directly to the Company, or to its liquidator, receiver, conservator conservator, or statutory successor except (a) where this Agreement specifically provides another payee of such reinsurance in the event of the Reinsured Company’s insolvency or guaranty fund (b) where the Reinsurer, with the consent of the direct insured or association insureds, have assumed such policy obligations of the Company as direct obligations of themselves to the payees under such policies in substitution for the Company’s obligation to such payees. Then, and in that event only, the Company is entirely released from its obligation and the Reinsurer will pay any loss directly to payees under such policies. The Company’s liquidator, receiver, conservator, or statutory successor will give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of Company under the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any such claim, the Reinsurer may investigate the same said claim and interpose, at its own expense, interpose in the proceeding where that the claim is to be adjudicated, at their own expense, any defense or defenses that it they may deem available to the Reinsured, to its contract ownerCompany, or to any its liquidator, receiver receiver, conservator, or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will be chargeablechargeable against the Company, subject to approval of the applicable courtcourt approval, against the Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata that such proportionate share of the benefit which may will accrue to the Reinsured Company solely as a result of the defense undertaken by the Reinsurer. This reinsurance Where two or more Reinsurer are involved in the same claim, and a majority in interest elect to interpose defense to such claim, the expense will be payable directly to apportioned in accordance with the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except terms of this Agreement as expressly required otherwise though such expense had been incurred by applicable insurance lawthe Company.

Insolvency. In the event of Acadian's insolvency, the declared reinsurance afforded by this Agreement will be payable by Security National Life on the basis of Acadian's liability under the policies reinsured without diminution because of Acadian's insolvency of the Reinsured, and the appointment of a domiciliary or because its liquidator, receiver, conservator conservator, or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured without diminution because of the insolvency of the Reinsured or because the liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion of any claimclaims, subject, however, to the right of Security National Life to offset against such funds due hereunder, any sums that may be payable by Security National Life to said insolvent Acadian, which right of offset is hereby expressly granted by Acadian, in accordance with applicable law. Every The reinsurance will be payable by Security National Life directly to Acadian, its liquidator, receiver, conservator conservator, or statutory successor except (a) where this Agreement specifically provides another payee of such reinsurance in the event of Acadian's insolvency or (b) where Security National Life, with the consent of the Reinsured direct insured or guaranty fund insureds, has assumed such policy obligations of Acadian as direct obligations of itself to the payees under such policies in substitution for Acadian's obligation to such payees. Acadian's liquidator, receiver, conservator, or association statutory successor will give written notice to the Reinsurer of the pendency of a claim involving against Acadian under the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced therebyinsolvency Proceeding. During the pendency of any such claim, the Reinsurer Security National Life may investigate said claim and interpose in the same and interposeproceeding where the claim is to be adjudicated, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that it they may deem available to the ReinsuredAcadian, to its contract ownerliquidator, receiver, conservator, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer Security National Life will be chargeablechargeable against Acadian, subject to approval of the applicable courtcourt approval, against the Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata that such proportionate share of the benefit which may will accrue to the Reinsured Acadian solely as a result of the defense undertaken by Security National Life. In the Reinsurer. This event of the insolvency of Security National Life, the liquidator, receiver, or statutory successor of Security National Life will be entitled to a lien against all assets of Security National Life in an amount equal to the reserves and other liabilities of Security National Life applicable to the Reinsured Business, and all reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawsuccessor of Security National Life without diminution because of the insolvency of Security National Life.

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary conservator, liquidator, receiver, conservator or statutory successor for of the Reinsured, this reinsurance will the portion of any risk or obligation assumed by the Reinsurer shall be payable immediately upon demandto the conservator, with reasonable provision for verificationliquidator, or statutory successor on the basis of claims allowed against the insolvent company by any court of competent jurisdiction or by any conservator, liquidator, or statutory successor of the Reinsured having authority to allow such claims, without diminution because of that insolvency, or because the conservator, liquidator, or statutory successor has failed to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this subdivision shall be made directly to the Reinsured or to its domiciliary conservator, liquidator, receiver, or conservator or statutory successor, on except where the basis Policy specifically provides another payee of such reinsurance in the liability of the Reinsured without diminution because event of the insolvency of the Reinsured or because Reinsured. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the 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 shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve involving a possible liability on the part of the Reinsurer to (indicating the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, Policy under which such claim arises) within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or the receivership, 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 and that during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to Reinsured or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to the approval of or the applicable court, against the Reinsured 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 Reinsured solely as a result of the defense undertaken by the Reinsurer. This As to all reinsurance will made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable directly as set forth above by the Reinsurer to the Reinsured or to its domiciliary liquidator, receiver, conservator conservator, or statutory successor, successor (except as expressly required otherwise provided by Sections 4118(a) (1) (A) and 1114 (c) of the New York Insurance Law or the Delaware Insurance Law or other similar applicable state insurance lawlaws relating to Fidelity and Surety risks or) except (1) where the Policy specifically provides another payee in the event of the insolvency of the Reinsured, and (2) where the Reinsurer with the consent of the direct insured or insured has assumed such Policy obligations of the Reinsured as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Reinsured to the payees. Then, and in that event only, the Reinsured with the prior approval of the certificate of assumption on New York risks by the Superintendent of Insurance of the State of New York and the Delaware Department of Insurance, is entirely released from its obligation and the Reinsurer pays any loss directly to payees under such Policies.

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this This reinsurance will shall be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurer on the basis of the liability of the Reinsured reinsured Company(ies) under Bonds reinsured hereunder without diminution diminution, because of the insolvency of one or more than one of the Reinsured Companies, to the Company(ies) or because the its liquidator, receiver, conservator or statutory successor. In the event of insolvency of one or more than one of the Companies, the liquidator or receiver or statutory successor of the 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 Company(ies) shall give written notice to the Reinsurer of the pendency of a claim involving filed against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Company(ies) on the part of the Reinsurer to the Reinsured Bond or its domiciliary liquidator, receiver, conservator or statutory successor, Bonds reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, such claim the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem doom available to the Reinsured, to Company(ies) or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Company(ies) as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit benefits which may accrue to the Reinsured Company(ies) solely as a result of the defense so undertaken by the Reinsurer. This Should one or more than one of the Companies go into liquidation of should a receiver be appointed, the Reinsurer shall be entitled to deduct from any sums which may be or may become due to the Company(ies) any sums which are due to the Reinsurer by the Company(ies) and which are payable at a fixed or stated date under this Contract or under the Surety Quota Share Treaty or the Aggregate Stop Loss Reinsurance Contract between certain of the parties hereto to the full extent permitted by the laws of the insolvent party's state of domicile. It is further understood and agreed that, in the event of the insolvency of one or more than one of the Companies, the reinsurance will under this Contract shall be payable directly by the Reinsurer to the Reinsured Company(ies) or to its domiciliary Its liquidator, receiver, conservator receiver or statutory successor, except a) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company(ies) and b) where the Reinsurer with the consent of the direct insured or insureds has assumed such Bond obligations of the Company(ies) as expressly required otherwise by applicable insurance lawdirect obligations of the Reinsurer to the payees under such Bonds and in substitution for the obligations of the Company(ies) to such payees. In no event shall anyone other than the parties to this Contract or, in the event of one or more than one of the Company's insolvency, its liquidator receiver, or statutory successor, have any rights under this Contract.

Insolvency. In the event of the declared insolvency of the ReinsuredRetrocedant, and this reinsurance shall be payable directly to the appointment of a domiciliary Retrocedant, or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Retrocedant without diminution because of the insolvency of the Reinsured Retrocedant or because the liquidator, receiver, conservator or statutory successor of the Reinsured Retrocedant has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Retrocedant shall give written notice to the Reinsurer Retrocessionaire of the pendency of a claim involving against the Reinsured Retrocedant indicating the policy or bond reinsured, which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, Retrocessionaire within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, 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 and that during the pendency of any such claim, the Reinsurer Retrocessionaire may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Reinsured, to Retrocedant or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Retrocessionaire shall be chargeable, subject to the approval of the applicable court, against the Reinsured Retrocedant as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured Retrocedant solely as a result of the defense undertaken by the ReinsurerRetrocessionaire. This As to all reinsurance will made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable directly as set forth above by the Retrocessionaire to the Reinsured Retrocedant or to its domiciliary liquidator, receiver, conservator or statutory successor, except (1) where the Reinsurance Contracts specifically provide another payee in the event of the insolvency of the Retrocedant, or (2) where the Retrocessionaire with the consent of the insured or reinsureds, have assumed such Reinsurance Contract obligations of the Retrocedant as expressly required otherwise by applicable insurance lawdirect obligations of the Retrocessionaire to the payees under such Reinsurance Contracts and in substitution for the obligations of the Retrocedant to such payees.

Insolvency. Company's Insolvency The portion of any risk or obligation assumed by the reinsurer, when such portion is ascertained, shall be payable on demand of the ceding insurer at the same time as the ceding insurer shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the reinsurer, on the basis of the liability of the ceding insurer under the contract or contracts reinsured without diminution because of the insolvency of the ceding insurer. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidatorconservator, receiver, conservator liquidator or statutory successor for of the Reinsuredceding company, this reinsurance will such portion shall be payable to such conservator, liquidator or statutory successor immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of claims allowed against the liability insolvent company by any court of the Reinsured without diminution because of the insolvency of the Reinsured competent jurisdiction or because the liquidatorby any conservator, receiver, conservator liquidator or statutory successor of the Reinsured company having authority to allow such claims, without diminution because of such insolvency or because such conservator, liquidator or statutory successor has failed to pay all or a portion of any claimclaims. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall have to give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer Company subject to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, this Agreement within a reasonable amount of time after the such a claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During insolvency proceeding and that during the pendency of any such claim, the Reinsurer may investigate the same such claim and interposeraise, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that which it may deem available to the Reinsured, to Company or its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus expense incurred by the Reinsurer will shall be chargeable, subject to approval of court approval, to the applicable court, against the Reinsured Company as part of the expense of conservation or liquidation to the extent of a pro rata the proportionate share of the benefit benefits which may accrue to the Reinsured Company as a result of the defense undertaken by the Reinsurer. This When two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense shall be apportioned in accordance with the terms of the reinsurance will be payable directly to agreements the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except same as expressly required otherwise though such expense had been incurred by applicable insurance lawthe Company.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, reinsurance under this reinsurance will Agreement shall be payable immediately upon on demand, with reasonable provision for verification, directly to on the Reinsured basis of claims allowed against the insolvent Company by any court of competent jurisdiction or its domiciliary by any liquidator, receiver, or conservator or statutory successorconservator, on the basis of the liability of the Reinsured without diminution because of the insolvency of the Reinsured or because the liquidator, receiver, conservator or statutory successor of the Reinsured 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 claimclaims. Every Such payments by the Reinsurer shall be made directly to the Company or its liquidator, receiver, conservator conservator, or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (a) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company, or (b) where the Reinsurer with the consent of the direct Insured or Insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. It is agreed, however, that the liquidator, receiver, conservator, or statutory successor of the Reinsured or guaranty fund or association will insolvent Company shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability insolvent Company on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, Policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During insolvency proceeding and that during the pendency of any claim, such claim the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem available to the ReinsuredCompany or its liquidator, to its contract ownerreceiver, conservator, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit benefit, which may accrue to the Reinsured Company solely as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.

Insolvency. In the event of the declared insolvency of NATIONAL INTEGRITY LIFE, the Reinsured, and the appointment of a domiciliary reinsurance under this Agreement shall be payable directly by Connecticut General to NATIONAL INTEGRITY LIFE or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the Connecticut General’s liability of the Reinsured to NATIONAL INTEGRITY LIFE without diminution because of the insolvency of the Reinsured NATIONAL INTEGRITY LIFE or because the liquidator, receiver, conservator or statutory successor of the Reinsured NATIONAL INTEGRITY LIFE has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will NATIONAL INTEGRITY LIFE shall give written notice to the Reinsurer Connecticut General of the pendency of a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, against NATIONAL INTEGRITY LIFE within a reasonable amount of time after the such claim is filed in the receivership, conservation, liquidation, receivership insolvency or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During liquidation proceeding and that during the pendency of any such claim, the Reinsurer Connecticut General may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to NATIONAL INTEGRITY LIFE or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Connecticut General shall be chargeable, subject to the approval of the applicable courtCourt, against the Reinsured NATIONAL INTEGRITY LIFE 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 Reinsured NATIONAL INTEGRITY LIFE solely as a result of the defense undertaken by Connecticut General. Where two or more reinsurers are involved in the Reinsurer. This reinsurance will same claim and a majority in interest elect to interpose defense to such claim, the expense shall be payable directly to apportioned in accordance with the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except terms of this Agreement as expressly required otherwise though such expense had been incurred by applicable insurance lawNATIONAL INTEGRITY LIFE.

Insolvency. In All reinsurance under this Agreement will be paid on demand by the event of Reinsurer directly to the declared insolvency of the ReinsuredCompany, and the appointment of a domiciliary its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company under the policy or policies reinsured without diminution because of the insolvency of the Reinsured or because Company. In the event of the insolvency of the Company, the liquidator, receiver, conservator or statutory successor of the 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 Company will give written notice to the Reinsurer of the pendency of a pending claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of against the Reinsurer to or the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, Company on any policy reinsured within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceedinginsolvency proceedings. Failure to give such notice shall not excuse While the obligation of the Reinsurer unless it claim is substantially prejudiced thereby. During the pendency of any claimpending, the Reinsurer may investigate the same and interpose, at its own expense, in the proceeding proceedings where that the claim is to be adjudicated, any defense or defenses that which it may deem available to the ReinsuredCompany or its liquidator, to its contract ownerreceiver, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus expense incurred by the Reinsurer will be chargeablecharged, subject to approval of the applicable courtcourt approval, against the Reinsured Company as part an expense of the expense of conservation conservation, liquidation, or liquidation insolvency to the extent of a pro rata proportionate share of the benefit which may accrue that accrues to the Reinsured Company as a result of the defense undertaken defenses by the Reinsurer. This reinsurance Where two or more reinsurers are involved and a majority in interest elect to defend a claim, the expense will be payable directly apportioned in accordance with the terms of this Agreement as if the expense had been incurred by the Company . In the event of the insolvency of the Reinsurer, the Company may cancel this Agreement for new business by promptly providing the Reinsurer, its receiver, rehabilitator, conservator, liquidator or statutory successor with written notice of the cancellation effective the date on which the Reinsurer's insolvency is established by the authority responsible for such determination. Any requirement for a notification period prior to the Reinsured or to cancellation of the Agreement would not apply under such circumstances. In addition, the Company may provide the Reinsurer, its domiciliary liquidator, receiver, conservator rehabilitator, conservator, liquidator or statutory successor with written notice of its intent to recapture all reinsurance in force under this Agreement regardless of the duration the reinsurance has been in force or the amount retained by the Company on the policies reinsured hereunder. The effective date of a recapture due to insolvency would be at the election of the Company and would not be earlier than the date on which the Reinsurer' s insolvency is established by the authority responsible for such determination. Any Recapture Fee applicable will be mutually agreed upon by the Company and the Reinsurer, its rehabilitator, conservator, liquidator or statutory successor, except as expressly required otherwise by applicable insurance law.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and this reinsurance shall be payable directly to the appointment of a domiciliary Company, or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Reinsurer to the Company, within the timing and terms of this Agreement, and without diminution because of the insolvency of the Reinsured Company or without diminution because the liquidator, receiver, conservator or statutory successor of the Reinsured Company has failed to pay all or a portion of any claim, not withstanding any provisions of this Agreement to the contrary. Every The liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating Company which of the underlying insurance contracts would involve a possible liability on the part of the Reinsurer Reinsurer, such notice to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, be given within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, 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 and that during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem the Reinsurer deems available to the Reinsured, to its contract ownerCompany, or to any its liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to the approval of the applicable court, against the Reinsured 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 Reinsured Company solely as a result of the defense undertaken by the Reinsurer. 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 reinsurance will Agreement as though such expense had been incurred by the Company. The reinsurance shall be payable directly by the Reinsurer to the Reinsured Company or to its domiciliary liquidator, receiver, conservator or statutory successor, (except as expressly required otherwise provided by applicable insurance law.Insurance Law or) except (a) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company, and (b) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company to such payees. EXHIBIT 2

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and the appointment of a domiciliary reinsurance under this Agreement shall be payable by the Reinsurer to the Company or its liquidator, receiver, conservator receiver or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company under the original Policy or Policies reinsured, without diminution because of the insolvency of the Reinsured Company, except as provided by Section 4118 (a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies, except (a) where this Agreement specifically provides another payee in the event of the insolvency of the Company and (b) where a Reinsurer(s) subscribing a participation hereunder with the consent of the original insured or because insureds, has assumed such Policy obligations of the Company to such payees. If the Company should become insolvent, then the liquidator, receiver, conservator receiver or statutory successor of the 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 Company shall give written notice to the Reinsurer of the pendency of any claim against the Company which is likely to produce a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, loss under this Agreement within a reasonable amount of time after the such claim is if filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During ; during the pendency of any such claim, the Reinsurer under this Agreement may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it which the Reinsurer may deem available to the Reinsured, to Company or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured Company solely as a result of the defense undertaken by the Reinsurer. This reinsurance will If those Reinsurers subscribing a majority participation in this Agreement elect to interpose defense to a claim, the expense shall be payable directly apportioned in accordance with the terms of this Agreement as though such expenses had been incurred by the Company. Should the Company go into liquidation or should a receiver be appointed the Reinsurer shall be entitled to deduct from any sums which may be due or may become due to the Reinsured Company under this Agreement, any sums which are due to the Reinsurer by the Company under this Agreement and which are due at a fixed or stated date, as well as any other sums due to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by the Reinsurer which are permitted to be offset under applicable insurance law.

Insolvency. (If more than one reinsured company is referenced within the definition of “Company” in the Preamble to this Agreement, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company 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.) In the event of the declared insolvency of the ReinsuredCompany, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, reinsurance under this reinsurance will Agreement shall be payable immediately upon on demand, with reasonable provision for verification, directly to on the Reinsured basis of claims allowed against the insolvent Company by any court of competent jurisdiction or its domiciliary by any liquidator, receiver, or conservator or statutory successorconservator, on the basis of the liability of the Reinsured without diminution because of the insolvency of the Reinsured or because the liquidator, receiver, conservator or statutory successor of the Reinsured 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 claimclaims. Every Such payments by the Subscribing Reinsurer shall be made directly to the Company or its liquidator, receiver, conservator conservator, or statutory successor, except to the extent Section 4118(a) of the New York Insurance Law applies, or except (a) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company, or (b) where the 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, conservator, or statutory successor of the Reinsured or guaranty fund or association will insolvent Company shall give written notice to the Subscribing Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability insolvent Company on the part of the Reinsurer to the Reinsured Policy or its domiciliary liquidator, receiver, conservator or statutory successor, Policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During insolvency proceeding and that during the pendency of any claim, such claim the Subscribing Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem available to the ReinsuredCompany or its liquidator, to its contract ownerreceiver, conservator, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Subscribing Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit benefit, which may accrue to the Reinsured Company solely as a result of the defense undertaken by the Subscribing Reinsurer. This reinsurance will Where two or more Subscribing Reinsurers are involved in the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be payable directly to apportioned in accordance with the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except terms of this Agreement as expressly required otherwise though such expense had been incurred by applicable insurance lawthe insolvent Company.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance proceeds will be payable immediately upon demandpaid, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability claim allowed in the insolvency proceeding without diminution by reason of the Reinsured without diminution because inability of the Company to pay all or part of the claim. It is further understood and agreed that, in the event of the insolvency of the Reinsured Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or because the to its liquidator, receiver, conservator receiver or statutory successor successor, except as provided by Section 4118(a) of the Reinsured has failed to pay all New York Insurance Law or a portion except (1) where this Agreement specifically provides another payee of any claim. Every liquidator, receiver, conservator or statutory successor such reinsurance in the event of the Reinsured insolvency of the Company or guaranty fund or association will give written notice to (2) where the Reinsurer with the consent of the pendency of a claim involving the Reinsured indicating which direct insured or insureds has assumed such obligations of the underlying insurance contracts would involve possible liability on the part Company as direct obligations of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, payees under such policies and in substitution for the obligations of the Company to such payees. The Reinsurer shall be given written notice of the pendency of each claim against the Company on the Covered Contracts within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other proceedinginsolvency proceedings. Failure The Reinsurer shall have the right to give investigate each such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, the Reinsurer may investigate the same claim and to interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem available to the Reinsured, to Company or its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or association. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured Company solely as a result of the defense undertaken by the Reinsurer. This In the event of the insolvency of the Company and upon notice of the insolvency, all reinsurance will made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable to the extent allowed by Applicable Law by the Reinsurer directly to the Reinsured contractholders, insureds, counterparties or other beneficiaries entitled to receive payment under the Covered Contracts (each, a “Payee”). The Reinsurer shall be credited with any amount equal to any payment by the Reinsurer directly to a Payee pursuant to this this Article and such payment shall be, to the extent of the payment, in substitution, satisfaction and discharge of the Reinsurer’s obligations to the Company, or to its domiciliary liquidator, rehabilitator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawunder this Agreement. Neither this Article, nor any other provision of this Agreement, the Purchase Agreement nor any Covered Contract, shall be construed in a manner which would subject the Reinsurer to liability for duplicative payments of the Reinsurance Liabilities reinsured under this Agreement.

Insolvency. In the event Borrower makes any assignment or other arrangement for the benefit of its creditors or any bankruptcy, receivership, reorganization, dissolution, insolvency or other similar proceeding is filed or otherwise initiated by, against or involving Borrower (a “Proceeding”), (a) all of the declared insolvency Senior Indebtedness shall be Paid in Full before any payment shall be made on or with respect to any of the ReinsuredSubordinated Indebtedness (other than any payment in the form of Subordinated Securities), and the appointment of a domiciliary liquidator(b) any payment which, receiver, conservator or statutory successor but for the Reinsuredterms of this Agreement, this reinsurance will would be payable immediately upon demand, with reasonable provision for verification, or deliverable on or in respect of any of the Subordinated Indebtedness (other than in the form of Subordinated Securities) shall be paid or delivered directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Senior Creditor to be applied as a payment on the basis Senior Indebtedness until (i) all of the liability Senior Indebtedness has been Paid in Full and (ii) the Senior Creditor has no further commitments to lend or otherwise extend credit pursuant to the Senior Loan Agreement or any other Loan Document. Each Subordinated Creditor hereby irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, custodians, conservators and others having authority in the premises to make any such payments or distributions directly to the Senior Creditor and the Subordinated Creditors further irrevocably authorizes and empowers the Senior Creditors to demand, xxx for, collect and receive each and every such payment or distribution. Each Subordinated Creditor hereby agrees to execute and deliver to the Senior Creditor or any of its representatives all such further agreements, documents and instruments as may from time to time be reasonably requested by the Reinsured without diminution because Senior Creditor confirming the authorizations referred to in the foregoing clause (b). Each Subordinated Creditor hereby further irrevocably authorizes, empowers and appoints the Senior Creditor as its agent and attorney-in-fact to execute, verify, deliver and file such proofs of claim in respect of Subordinated Indebtedness in connection with such Proceeding if the insolvency Subordinated Creditors fail to do so on or before the date that is five days prior to the bar date for filing such proofs of claim. Each Subordinated Creditor agrees that the Reinsured Senior Creditor may consent to the use of cash collateral to provide financing to Borrower on such terms and conditions and in such amounts as the Senior Creditor, in its sole discretion, may decide and that no Subordinated Creditor shall contest or because oppose in any manner, such cash collateral use or financing; provided that the liquidator, receiver, conservator amount of such financing plus the amounts outstanding under the Senior Loan Agreement shall not exceed the Senior Debt Cap. Borrower (or statutory successor a trustee appointed for the estate of Borrower) may grant to the Reinsured has failed to pay Senior Creditor liens upon 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 involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer assets of Borrower, which liens (i) shall secure payments of all or any part of the Senior Indebtedness (whether such Senior Indebtedness arose prior to the Reinsured filing of the petition for relief or its domiciliary liquidator, receiver, conservator arise thereafter); and (ii) shall be superior in priority to the liens on the assets of Borrower held by the Subordinated Creditors. Each Subordinated Creditor agrees that it will not object to or statutory successor, within oppose (A) a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership sale or other proceeding. Failure to give such notice shall not excuse disposition of any assets securing the obligation Senior Indebtedness (or any portion thereof) free and clear of liens or other claims under Section 363 of the Reinsurer unless Bankruptcy Code (11 U.S.C. Section 101, et. seq.) or any other provision of the Bankruptcy Code if the Senior Creditor has consented to such sale or disposition of such assets, or (B) a plan of reorganization or liquidation pursuant to chapter 11 of the Bankruptcy Code if the Senior Creditor has voted to accept such plan of reorganization or liquidation. Each Subordinated Creditor covenants and agrees that it is substantially prejudiced therebywill not obtain, seek to obtain or accept any security or collateral for any of the Subordinated Indebtedness without the prior written consent of the Senior Creditor. During In the pendency event that the Senior Creditor gives prior written consent to the Subordinated Creditors to obtain security or collateral for any Subordinated Indebtedness and the Subordinated Creditors obtain security or collateral for any Subordinated Indebtedness, then (1) each Subordinated Creditor agrees that it will obtain such security or collateral only with respect to the assets of Borrower specifically identified by the Senior Creditor in such prior written consent and only with respect to such Subordinated Indebtedness specifically identified by the Senior Creditor in such prior written consent and (2) each Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of its interest in such security or collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to such security or collateral, without the prior written consent of the Senior Creditor. Each Subordinated Creditor waives any claim it may now or hereafter have arising out of the Senior Creditor’s election, in any Proceeding, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Each Subordinated Creditor (both in its capacity as a Subordinated Creditor and in its capacity as a party which may be obligated to Borrower with respect to contracts which are part of the Senior Creditor’s Collateral) agrees not to initiate or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (a) challenging the Reinsurer enforceability of the Senior Creditor’s claims or oppose any action by the Senior Creditor to enforce its rights or remedies relating to any of the Senior Indebtedness, (b) challenging the enforceability, validity, priority or perfected status of any liens on assets securing any of the Senior Indebtedness or (c) asserting any claims which Borrower may investigate the same and interpose, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that it may deem available hold with respect to the Reinsured, to its contract owner, or to any liquidator, receiver or statutory successor Senior Creditor. Until the discharge of all of the Reinsured Senior Indebtedness has occurred, the Subordinated Creditors shall not seek relief from the automatic stay without the prior written consent of the Senior Creditor or guaranty fund or association. The expenses thus incurred oppose any request by the Reinsurer will be chargeable, subject Senior Creditor to approval of seek relief from the applicable court, against the Reinsured as part of the expense of conservation or liquidation automatic stay with respect to the extent of a pro rata share of the benefit which may accrue to the Reinsured as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawCollateral.

Insolvency. In the event of the declared insolvency of the ReinsuredCeding Company, and this reinsurance will be payable directly to the appointment of a domiciliary Ceding Company, or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Ceding Company without diminution because of the insolvency of the Reinsured Ceding Company or because the liquidator, receiver, conservator or statutory successor of the Reinsured Ceding Company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Ceding Company is to give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured Ceding Company indicating the policy or bond reinsured which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding of in the receivership, 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 and that during the pendency of any claim, such claim the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, adjudicate any defense or defenses that it may deem available to the Reinsured, to Ceding Company or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will be chargeable, subject to the approval of the applicable court, against the Reinsured Ceding Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured Ceding Company solely as a result of the defense undertaken by the Reinsurer. This The reinsurance will be payable directly by the Reinsurer to the Reinsured Ceding Company or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise provided by applicable insurance lawSection 4118(a) of the New York Insurance Law 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 with the consent of the direct insureds has assumed such policy obligations of the Ceding Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Ceding Company to such payees.

Insolvency. In the event of the declared insolvency of Retrocedent's insolvency, the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, reinsurance afforded by this reinsurance Agreement will be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Retrocessionaire on the basis of the Retrocedent's liability of under the Reinsured Original Agreement without diminution because of the Retrocedent's insolvency of the Reinsured or because the its liquidator, receiver, conservator conservator, or statutory successor of the Reinsured has failed to pay all or a portion of any claimclaims, subject however to the right of the Retrocessionaire to offset against such funds due hereunder, any sums that may be payable to them by said insolvent Retrocedent in accordance with the Offset Article. Every The reinsurance will be payable by the Retrocessionaire directly to the Retrocedent, or to its liquidator, receiver, conservator conservator, or statutory successor except (a) where this Agreement specifically provides another payee of such reinsurance in the event of the Reinsured Retrocedent's insolvency or guaranty fund (b) where the Retrocessionaire, with the consent of the direct insured or association insureds, has assumed such policy obligations of the Retrocedent as direct obligations of itself to the payees under such policies in substitution for the Retrocedent's obligation to 10 11 such payees. Then, and in that event only, the Retrocedent, with the prior approval of the liquidator, receiver, conservator, or statutory successor is entirely released from its obligation and the Retrocessionaire will pay any loss directly to payees under such policies. The Retrocedent's liquidator, receiver, conservator, or statutory successor will give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of Retrocedent under the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, Original Agreement within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any such claim, the Reinsurer Retrocessionaire may investigate said claim and interpose in the same and interposeproceeding where the claim is to be adjudicated, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to its contract ownerRetrocedent, or to any its liquidator, receiver receiver, conservator, or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer Retrocessionaire will be chargeablechargeable against the Retrocedent, subject to approval of the applicable courtcourt approval, against the Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata that such proportionate share of the benefit which may will accrue to the Reinsured Retrocedent solely as a result of the defense undertaken by the ReinsurerRetrocessionaire. This reinsurance will be payable directly In the event of insolvency, bankruptcy, receivership, rehabilitation or liquidation of the Retrocessionaire, the Retrocedent may immediately take possession of all of the assets held in the Trust Account maintained in connection herewith, and may retain all or any portion of any amount then due or which may become due to the Reinsured or Retrocessionaire under this Agreement. Such amounts shall be used for the purpose of paying any and all liability of the Retrocessionaire hereunder until all such liabilities have been discharged, at which time the Retrocedent shall pay to the Retrocessionaire, its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.conservator,

Insolvency. In the event of the declared insolvency of MICCA, all sums payable by the Reinsured, and the appointment of a domiciliary REINSURER under this AGREEMENT shall be payable directly to MICCA or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, administrator or conservator or statutory successor, on the basis of the liability of MICCA under the Reinsured AGREEMENT without diminution because of the insolvency of the Reinsured MICCA or because the liquidator, receiver, administrator or conservator or statutory successor of the Reinsured MICCA has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, administrator or conservator or statutory successor of the Reinsured or guaranty fund or association will MICCA shall give written notice to the Reinsurer REINSURER of the pendency of a claim involving all claims against MICCA indicating the Reinsured indicating which of the underlying insurance contracts policy reinsured, where any such claims would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, REINSURER within a reasonable amount of time after the such claim is filed in the conservationadministration, liquidation, conservation or liquidation proceeding or in the receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During and that during the pendency of any claim, such claim the Reinsurer REINSURER may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Reinsured, to MICCA or its contract owner, or to any liquidator, receiver receiver, administrator or statutory successor of the Reinsured or guaranty fund or associationconservator. The expenses expense thus incurred by the Reinsurer will REINSURER shall be chargeable, subject to the approval of the applicable courtCourt, against the Reinsured MICCA as part of the expense of administration, conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured MICCA solely as a result of the defense undertaken by the ReinsurerREINSURER. This Where two or more REINSURERS are involved in the same claim and a majority in interest elect to interpose any defense to such claim, the expense shall be apportioned in accordance with the terms the reinsurance will contracts as though such expense had been incurred by MICCA. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this AGREEMENT, sums payable by the REINSURER under this AGREEMENT shall be payable directly as set forth above by the REINSURER to the Reinsured MICCA or to its domiciliary liquidatoradministrator, receiverconservator, conservator liquidator or statutory successor, except as expressly required otherwise provided by applicable Section 4118 of the New York Insurance Law or except (a) where any underlying contract of insurance lawor reinsurance specifically provides another payee in the event of the insolvency of MICCA and (b) where the REINSURER with the consent of the direct insured(s) has assumed such policy obligations of MICCA as direct obligations of the REINSURER to the payees under such POLICIES and in substitution for the obligations of MICCA to such payees.

Insolvency. In the event of the declared insolvency of the ReinsuredCeding Company, and reinsurance under this Agreement shall be payable directly to the appointment of a domiciliary Ceding Company or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Ceding Company without diminution because of the insolvency of the Reinsured Ceding Company or because the liquidator, receiver, conservator or statutory successor of the Reinsured Ceding Company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Ceding Company shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts Ceding Company that would involve a possible liability on the part of the Reinsurer to Reinsurer, indicating the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successorpolicy reinsured, within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership conservation or other proceeding. Failure to give such notice shall not excuse liquidation proceeding or in the obligation of the Reinsurer unless it is substantially prejudiced therebyreceivership. During the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it they may deem available to the Reinsured, to Ceding Company or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus incurred by the Reinsurer will shall be chargeable, subject to the approval of the applicable courtCourt, against the Reinsured Ceding Company as part of the expense expenses of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Reinsured Ceding Company solely as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly In the event of the insolvency of the Reinsurer, the Ceding Company shall have the right, at any time during such insolvency, to recapture all business ceded to the Reinsured Reinsurer. Upon recapture, the Reinsurer shall transfer to the Ceding Company an amount equal to the present value of future net cash flows due to the Reinsurer on the cessions to be recaptured (“Insolvency Recapture Amount”). In the event that the Insolvency Recapture Amount is positive, the transfer shall be made from the Ceding Company to the Reinsurer. The Insolvency Recapture Amount shall be calculated by the Ceding Company as of the effective date of recapture using assumptions for mortality, expenses, lapses, and interest which were in effect as of the effective date of this Agreement. These assumptions shall exclude margins for adverse deviations. The Ceding Company shall notify the Reinsurer of the Insolvency Recapture Amount after which the Reinsurer shall have 60 days to agree to the calculation. To the extent permitted under the applicable law, the Ceding Company or the Reinsurer may offset any balance due under the Agreement against amounts owed to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise it by applicable insurance lawthe other party.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and this reinsurance shall be payable directly to the appointment of a domiciliary Company or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company without diminution because of the insolvency of the Reinsured Company or because the liquidator, receiver, conservator or statutory successor of the Reinsured Company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer of the pendency 36774-003 (Formerly PX60938) Xxxxxx Eff: 03/01/03 of a claim involving against the Reinsured Company indicating the Policy or bond reinsured, which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successorReinsurer, within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership and that, 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 during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to Company or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to the approval of the applicable court, against the Reinsured Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit benefit, which may accrue to the Reinsured Company solely as a result of the defense undertaken by the Reinsurer. 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 this Contract as though such expense had been incurred by the insolvent Company. In the event of the insolvency of the Company, the reinsurance will under this Contract shall be payable directly by the Reinsurer to the Reinsured Company or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required provided by Section 4118(a) of the New York Insurance Law or except (a) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company or (b) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. Should the Company go into liquidation or should a receiver be appointed, all amounts due either Company or Reinsurer under this or any other agreement, whether by reason of premium, losses or otherwise by applicable insurance lawunder this Contract, shall be subject to the right of offset at any time and from time to time and, upon the exercise of the same, only the net balance shall be due. In the event of the insolvency of any company or companies included in the designation of "Company," this clause will apply only to the insolvent company or companies.

Insolvency. In All reinsurance under this Agreement will be paid on demand by Reinsurer directly to the event of the declared insolvency of the ReinsuredCompany, and the appointment of a domiciliary its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company under the policy or policies reinsured without diminution because of the insolvency of the Reinsured or because Company. In the event of the insolvency of the Company, the liquidator, receiver, conservator or statutory successor of the 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 Company will give written notice to the Reinsurer of a pending claim against Reinsurer or the pendency of a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability Company on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, any policy reinsured. Such notice will be given within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceedinginsolvency proceedings. Failure to give such notice shall not excuse While the obligation of the Reinsurer unless it claim is substantially prejudiced thereby. During the pendency of any claimpending, the Reinsurer may investigate the same and interpose, at its own expense, in the proceeding proceedings where that the claim is to be adjudicated, any defense or defenses that which it may deem available to the ReinsuredCompany or its liquidator, receiver, or statutory successor. The expense incurred by Reinsurer will be charged, subject to court approval, against the Company as an expense of the conservation, liquidation, or insolvency to the extent of a proportionate share of the benefit that accrues to the Company as a result of the defenses by Reinsurer. Where two or more reinsurers are involved and a majority-in-interest elect to defend a claim, the expense will be apportioned in accordance with the terms of this Agreement as if the expense had been incurred by the Company. Nothing hereinabove set forth in this insolvency clause shall in any way change the relationship or status of the parties hereto, to its contract ownerwit, or that of ceding insurer and reinsurer, nor enlarge the obligations of either party to any each other, except as specifically hereinabove provided, to wit, to pay the statutory successor on the basis of the amount of liability of the Company under the Reinsured Policies, rather than on the basis of the actual amount of loss (dividends) paid by the liquidator, receiver or statutory successor to allowed claimants, nor shall anything in the insolvency clause in any manner create any obligation or establish any rights against Reinsurer in favor of the Reinsured any third parties or guaranty fund or association. The expenses thus incurred by the Reinsurer will be chargeable, subject any person not parties to approval of the applicable court, against the Reinsured 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 Reinsured as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawthis Agreement.

Insolvency. In the event of the declared insolvency insolvency, liquidation or rehabilitation of the Reinsured, and Ceding Company or the appointment of a domiciliary liquidator, receiver, conservator receiver or statutory successor of the Ceding Company, the reinsurance coverage provided hereunder shall be payable by the Reinsurer directly to the Ceding Company or to its liquidator, receiver or statutory successor, on the basis of the liability of the Ceding Company for the ReinsuredPolicy Liabilities without diminution because of such insolvency, this liquidation, rehabilitation or appointment or because such liquidator, receiver or statutory successor has failed to pay any or a portion of any claims. In any such event, the reinsurance will being provided hereunder shall be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of claims allowed against the liability Ceding Company by any court of the Reinsured without diminution because of the insolvency of the Reinsured competent jurisdiction or because by any liquidator, receiver or statutory successor. In any such event, the liquidator, receiver, conservator receiver or statutory successor of the 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 Ceding Company shall give written notice to the Reinsurer of the pendency of a each claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer Ceding Company with respect to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, such Policy Liabilities within a reasonable amount of time after the each such claim is filed in the conservationinsolvency, liquidation, receivership liquidation or other rehabilitation proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claimsuch claims, the Reinsurer may investigate the same and interposemay, at its own expense, investigate such claim and interpose in the proceeding where that in which such claim is to be adjudicated, adjudicated any defense or defenses that it defenses, which the Reinsurer may reasonably deem available to the Reinsured, to Ceding Company or its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus incurred in connection (therewith by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Ceding Company as part of the expense of conservation such insolvency, liquidation or liquidation rehabilitation to the extent of a pro rata share of the benefit any benefit, which may accrue accrues to the Reinsured Ceding Company, solely as a result of the defense or defenses undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this This reinsurance will shall be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurer on the basis of the liability of the Reinsured reinsured Company(ies) under Bonds reinsured hereunder without diminution diminution, because of the insolvency of one or more than one of the Reinsured Companies, to the Company(ies) or because the its liquidator, receiver, conservator or statutory successor. In the event of insolvency of one or more than one of the Companies, the liquidator or receiver or statutory successor of the 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 Company(ies) shall give written notice to the Reinsurer of the pendency of a claim involving filed against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Company(ies) on the part of the Reinsurer to the Reinsured Bond or its domiciliary liquidator, receiver, conservator or statutory successor, Bonds reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, such claim the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem doom available to the Reinsured, to Company(ies) or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Company(ies) as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit benefits which may accrue to the Reinsured Company(ies) solely as a result of the defense so undertaken by the Reinsurer. This Should one or more than one of the Companies go into liquidation of should a receiver be appointed, the Reinsurer shall be entitled to deduct from any sums which may be or may become due to the Company(ies) any sums which are due to the Reinsurer by the Company(ies) and which are payable at a fixed or stated date under this Contract or under the Surety Quota Share Treaty or the Aggregate Stop Loss Reinsurance Contract between certain of the parties hereto to the full extent permitted by the laws of the insolvent party's state of domicile. It is further understood and agreed that, in the event of the insolvency of one or more than one of the Companies, the reinsurance will under this Contract shall be payable directly by the Reinsurer to the Reinsured Company(ies) or to its domiciliary Its liquidator, receiver, conservator receiver or statutory successor, except a) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company(ies) or b) where the Reinsurer with the consent of the direct insured or insureds has assumed such Bond obligations of the Company(ies) as expressly required otherwise by applicable insurance lawdirect obligations of the Reinsurer to the payees under such Bonds and in substitution for the obligations of the Company(ies) to such payees. In no event shall anyone other than the parties to this Contract or, in the event of one or more than one of the Company's insolvency, its liquidator receiver, or statutory successor, have any rights under this Contract.

Insolvency. In the event of the declared insolvency of the ReinsuredCeding Company, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance Reinsurance will be payable immediately upon demand, with reasonable provision for verification, by AUL directly to the Reinsured Ceding Company or its domiciliary liquidator, receiver, or conservator or statutory successor, . This payment will be made on the basis of the liability of the Reinsured Ceding Company under the policy or policies reinsured without diminution decrease because of the insolvency of the Reinsured or because Ceding Company. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the 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 insolvent Ceding Company will give written notice to the Reinsurer AUL of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability insolvent Ceding Company on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, policy reinsured. This notification should be given within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced therebyinsolvency proceedings. During the pendency of any such claim, the Reinsurer AUL may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem available to the ReinsuredCeding Company, to its contract ownerliquidator, receiver, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer AUL will be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured insolvent Ceding Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured Ceding Company solely as a result of the defense undertaken by AUL. Where two or more insuring companies involved in the Reinsurer. This reinsurance same claim and a majority in interest elect to interpose defense to such claim, AUL’s share of the expense thus incurred will be payable directly determined in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. In the event that the Insurance Department of the state of domicile of AUL declares AUL insolvent, then the Ceding Company will have the right to cancel all reinsurance ceded by the Reinsured or Ceding Company to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawAUL under this Agreement. The Ceding Company will give 90 days written notice to AUL and recapture will be subject to payment of a mutually agreed upon recapture charge.

Insolvency. In the event of the declared insolvency of Great-West Life & Annuity, the Reinsured, and the appointment of a domiciliary reinsurance under this Agreement shall be payable directly by Connecticut General to Great-West Life & Annuity or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the Connecticut General’s liability of the Reinsured to Great-West Life & Annuity without diminution because of the insolvency of the Reinsured Great-West Life & Annuity or because the liquidator, receiver, conservator or statutory successor of the Reinsured Great-West Life & Annuity has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Great-West Life & Annuity shall give prompt written notice to the Reinsurer Connecticut General of the pendency of a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, against Great-West Life & Annuity within a reasonable amount of time after the such claim is filed in the receivership, conservation, liquidation, receivership insolvency or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During liquidation proceeding and that during the pendency of any such claim, the Reinsurer Connecticut General may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to Great-West Life & Annuity or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Connecticut General shall be chargeable, subject to the approval of the applicable courtCourt, against the Reinsured Great-West Life & Annuity as part of the expense of conservation or liquidation to the extent of a pro pro-rata share of the benefit which may accrue to the Reinsured Great-West Life & Annuity solely as a result of the defense undertaken by Connecticut General. Where two or more reinsurers are involved in the Reinsurer. This reinsurance will same claim and a majority in interest elect to interpose defense to such claim, the expense shall be payable directly to apportioned in accordance with the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except terms of this Agreement as expressly required otherwise though such expense had been incurred by applicable insurance lawGreat-West Life & Annuity.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and the appointment of a domiciliary reinsurance provided by Reinsurer hereunder shall be payable by Reinsurer directly to the Company, or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of to the Reinsured Company, without diminution because of the insolvency of the Reinsured Company or because the liquidator, receiver, receiver conservator or statutory successor of the Reinsured Company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating Company under the Quota Share Treaties , which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, 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 and that during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Reinsured, to Company or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to the approval of the applicable court, against the Reinsured 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 Reinsured Company solely as a result of the defense undertaken by the Reinsurer. This reinsurance will All obligations of the Reinsurer made, ceded, renewed or otherwise becoming effective under this Contract, shall be payable directly due as set forth in this Contract by the Reinsurer to the Reinsured Company or to its domiciliary liquidator, receiver, conservator or statutory successor, except (1) where this Contract specifically provides another payee in the event of the insolvency of the Company, or (2) where the Reinsurer, with the consent of the direct insured or insureds, has assumed such policy obligations of the Company as expressly required otherwise by applicable insurance lawdirect obligations of the Reinsurer to the payees under such policies, in substitution for the obligations of the Company to such payees.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and this reinsurance shall be payable by the appointment of a domiciliary Reinsurer directly to the Company, or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company without diminution because of the insolvency of the Reinsured Company or because the liquidator, receiver, conservator conservator, or statutory successor of the Reinsured Company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator conservator, or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured Company indicating the policy or bond reinsured which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, 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 and that during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the ReinsuredCompany or its liquidator, to its contract ownerreceiver, conservator, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to the approval of the applicable court, against the Reinsured 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 Reinsured Company solely as a result of the defense undertaken by the Reinsurer. This Back to Contents 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 their respective reinsurance will agreements as though such expense had been incurred by the Company. The reinsurance shall be payable directly by the Reinsurer to the Reinsured Company or to its domiciliary liquidator, receiver, conservator conservator, or statutory successor, except where the agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company, and where the Reinsurer, with the consent of the direct insured or insureds, has assumed such policy obligations of the Company as expressly required otherwise by applicable insurance lawdirect obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company to such payees.

Insolvency. In The Ceding Company and the Reinsurer agree that, in the event of the declared insolvency of the ReinsuredCeding Company, and as to all reinsurance made, ceded, renewed or otherwise becoming effective after the appointment Effective Date of a domiciliary liquidatorthis Agreement, receiver, conservator or statutory successor for the Reinsured, this reinsurance will shall be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurer on the basis of the amount of liability of the Reinsured Ceding Company under the contract or contracts reinsured, without diminution because of the insolvency of the Reinsured Ceding Company; furthermore, that such amount shall be paid directly to the Ceding Company or because its liquidator, receiver or other statutory successor. It is understood and agreed, however, that the obligations of the Ceding Company as set forth in this Agreement, including, among others, the duty to investigate, settle and defend all claims arising under risks with respect to which reinsurance is afforded by this Agreement, shall remain unimpaired and unaffected by the insolvency of the Ceding Company and shall be assumed by the liquidator, receiver, conservator receiver or statutory successor of the Reinsured has failed to pay all Ceding Company in the liquidation or a portion of any claim. Every receivership proceeding and that such liquidator, receiver, conservator receiver or statutory successor of the Reinsured or guaranty fund or association will shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Ceding Company on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, policy reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During insolvency proceeding and that during the pendency of any claim, such claim the Reinsurer may investigate the same such claim and interposeinter-pose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem available to the ReinsuredCeding Company, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured insolvent Ceding Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured Ceding Company solely as a the result of the defense undertaken or asserted by the Reinsurer. This reinsurance will 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 directly apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. Nothing hereinabove set forth in this insolvency clause shall in anywise change the relationship or status of the parties hereto, to wit, that of Ceding Company and Reinsurer, nor enlarge the Reinsured or obligations of either party to its domiciliary liquidator, receiver, conservator or statutory successoreach other, except as expressly required otherwise specifically hereinabove provided, to wit, to pay the statutory successor on the basis of the amount of liability of the Ceding Company under the contract or contracts reinsured, rather than on the basis of the actual amount of loss (dividends) paid by applicable insurance lawthe liquidator, receiver or statutory successor to 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 Agreement.

Insolvency. INSOLVENCY. In the event of the declared insolvency Ceding Company's insolvency, any payments due to the Ceding Company from the Reinsurer pursuant to the terms of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance Agreement will be payable immediately upon demand, with reasonable provision for verification, made directly to the Reinsured Ceding Company or its domiciliary conservator, liquidator, receiver, or conservator receiver or statutory successor, . Such payments will be made by the Reinsurer on the basis of the liability of the Reinsured Ceding Company under the annuities reinsured without diminution because of the insolvency of the Reinsured or because the Ceding Company. The conservator, liquidator, receiver, conservator receiver or statutory successor of the 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 Ceding Company will give the Reinsurer written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Ceding Company on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, any annuity reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the same and interposeCeding Company's name (or in the name of the Ceding Company's conservator, at its own expenseliquidator, receiver or statutory successor), in the proceeding where that such claim is to be adjudicated, any defense or defenses that it which the Reinsurer may deem available to the ReinsuredCeding Company or its conservator, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Ceding Company as a part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured Ceding Company solely as a result of the defense undertaken by the Reinsurer. This reinsurance In the event of the Reinsurer's insolvency, this treaty will terminate, and the terminal accounting and settlement described in Article X will occur. Any payments due the Reinsurer from the Ceding Company pursuant to the terms of this Agreement will be made directly to the Reinsurer or its conservator, liquidator, receiver or statutory successor. Any amounts owed by the Reinsurer to the Ceding Company will be payable directly to without diminution because of the Reinsured or to its domiciliary insolvency of the Reinsurer. The conservator, liquidator, receiver, conservator receiver or statutory successor, except as expressly required otherwise by applicable insurance lawsuccessor of the Reinsurer will give the Ceding Company written notice of the pendency of a claim against the Reinsurer on any annuity reinsured within a reasonable time after such claim is filed in the insolvency proceeding.

Insolvency. In the event of the declared Ceding Company's insolvency any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the ReinsuredCeding Company or its conservator, and the appointment of a domiciliary liquidator, receiver, conservator receiver or statutory successor for the Reinsured, this successor. The reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurer on the basis of the liability of the Reinsured Ceding Company under the annuities reinsured without diminution because of the insolvency of the Reinsured or because the liquidatorCeding Company. The conservator, receiver, conservator or statutory successor of the 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 involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, the Reinsurer may investigate the same and interpose, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured Ceding Company will give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any annuity reinsured within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claim the Reinsurer may investigate such claim and interpose in the Ceding Company's name (or guaranty fund in the name of the Ceding Company's conservator, liquidator, receiver or associationstatutory successor) in the proceeding where such claim is to be adjudicated any defense or defenses which the Reinsurer may deem available to the Ceding Company or its conservator, liquidator, receiver or statutory successor. The expenses expense thus incurred by the Reinsurer will be chargeable, chargeable subject to court approval of the applicable court, against the Reinsured Ceding Company as a part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured Ceding Company solely as a result of the defense undertaken by the Reinsurer. This reinsurance In the event of the Reinsurer's insolvency this treaty will terminate and the terminal accounting and settlement described in Article X will occur. Any payments due the Reinsurer from the Ceding Company pursuant to the terms of this Agreement will be made directly to the Reinsurer or its conservator, liquidator, receiver or statutory successor. Any amounts owed by the Reinsurer to the Ceding Company will be payable directly to without diminution because of the Reinsured or to its domiciliary insolvency of Reinsurer. The conservator, liquidator, receiver, conservator receiver or statutory successor, except as expressly required otherwise by applicable insurance lawsuccessor of the Reinsurer will give the Ceding Company written notice of the pendency of a claim against the Reinsurer on any annuity reinsured within a reasonable time after such claim is filed in the insolvency proceeding.

Insolvency. In the event of the declared insolvency of the ReinsuredCeding Company, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this all reinsurance will shall be payable immediately upon on demand, provided that such portion has been ascertained and with reasonable provision for verificationverification before payment, directly to on the Reinsured basis of claims allowed against the estate of the Ceding Company by any court of competent jurisdiction or its domiciliary by the liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured successor without diminution because of the insolvency of the Reinsured Ceding Company, or because the such liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion of any claimclaims. Every In the event of insolvency of the Ceding Company, the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will give NALAC written notice to the Reinsurer of the pendency of a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, the Reinsurer may investigate the same pending claim and interposeNALAC may, at its own expense, in investigate the proceeding where that claim is to be adjudicated, and interpose any defense or defenses that which it may deem deems available to the Reinsured, to its contract owner, Ceding Company or to any it liquidator, receiver or statutory successor successor. If the Ceding Company benefits from the defense undertaken by NALAC, an equitable share of the Reinsured or guaranty fund or association. The expenses thus incurred by the Reinsurer NALAC will be chargeable, subject chargeable to approval of the applicable court, against the Reinsured Ceding Company as a part of the expense of conservation liquidation. Where two or liquidation 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 reinsurance agreement as though such expense had been incurred by the Ceding Company. In the event of insolvency of NALAC, the Ceding Company, upon written notice within ninety (90) days, may at its option cancel this agreement effective retroactively to the extent date of a pro rata share such event as it relates to the 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 claim had actually been received. 000 Xxxxxx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 9197-00-02 M03794 December 17, 1990 Xx. Xxxxx X. Mousel Actuarial Assistant Reinsurance North American Life and Casualty Company 0000 Xxxxxxxx Xxxxxx Xxxxxxxxxxx, XX 00000 Dear Xxxxx: Lutheran Brotherhood has determined the following retention schedule to be effective January 1, 1991, (immediately for SPlus issues). Issue Age* Current Retention New Retention Single Life 0 -75 $ 1,000,000 $ 1,500,000 76+ 1,000,000 1,000,000 Survivor Plus 0 - 75 — $ 2,500,000 76 -80 — 1,500,000 81+ — 1,000,000 * Joint equal age for SPlus This does not affect the shopping program, but is for your information. Happy Holidays. Sincerely, Xxxxxxxx X. Xxxxxx, FSA Assistant Vice President Corporate Actuarial LJS/Io 9197-00-03 M03793 AMENDMENT TO REINSURANCE AGREEMENTS CEDING COMPANY: LUTHERAN BROTHERHOOD REINSURER: ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA EFFECTIVE DATE OF AMENDMENT: December 1, 1993 This Amendment hereby amends and is made part of the benefit which may accrue to the Reinsured as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.following Reinsurance Agreements:

Insolvency. The portion of any risk or obligation assumed by the Reinsurer, when such portion is ascertained, shall be payable on demand of the Reassured at the same time as the Reassured shall pay its net retained portion of such risk or obligation, with reasonable provision for verification before payment, and the reinsurance shall be payable by the Reinsurer, on the basis of the liability of the Reassured under the contract or contracts reinsured without diminution because of the insolvency of the Reassured. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidatorconservator, receiver, conservator liquidator or statutory successor for of the ReinsuredReassured, this reinsurance will such portion shall be payable to such conservator, liquidator or statutory successor immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of claims allowed against the liability insolvent company by any court of the Reinsured without diminution because of the insolvency of the Reinsured competent jurisdiction or because the by any conservator, liquidator, receiver, conservator or statutory successor of the Reinsured company having authority to allow such claims, without diminution because of such insolvency or because such conservator, liquidator or statutory successor has failed to pay all or a portion of any claimclaims. Every liquidatorPayments by the Reinsurer as above set forth shall be made directly to the Reassured or to its conservator, receiverliquidator or statutory successor. The Reinsurer shall receive written notice from the conservator, conservator liquidator or statutory successor of the Reinsured or guaranty fund or association will give written notice to the Reinsurer Reassured of the pendency of a claim involving against the Reinsured Reassured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured policy or its domiciliary liquidator, receiver, conservator or statutory successor, bond reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, so that the Reinsurer may investigate the same and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem available to the ReinsuredReassured or its conservator, to its contract owner, or to any liquidator, receiver liquidator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, payable subject to court approval of the applicable court, against estate of the Reinsured insolvent Reassured 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 Reinsured Reassured in conservation or liquidation, solely as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to The original insured or policyholder shall not have any rights against the Reinsured Reinsurer which are not specifically set forth in this Agreement or to its domiciliary liquidator, receiver, conservator in a specific agreement between the Reinsurer and the original insured or statutory successor, except as expressly required otherwise by applicable insurance lawpolicyholder.

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.) In the event of the declared insolvency of the ReinsuredCompany, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, reinsurance under this reinsurance will Contract shall be payable immediately upon on demand, with reasonable provision for verification, directly to on the Reinsured basis of claims allowed against the insolvent Company by any court of competent jurisdiction or its domiciliary by any liquidator, receiver, conservator, or conservator 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 2007 All Lines Casualty XOL Contract or a portion of any claims Such payments by the Subscribing Reinsurer shall be made directly to the Company or its liquidator, receiver, conservator, or statutory successor, on 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 such reinsurance in the Reinsured without diminution because event of the insolvency of the Reinsured Company, or because (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, conservator conservator, or statutory successor of the 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 insolvent Company shall give written notice to the Subscribing Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability insolvent Company on the part of the Reinsurer to the Reinsured Policy or its domiciliary liquidator, receiver, conservator or statutory successor, Policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During insolvency proceeding and that during the pendency of any claim, such claim the Subscribing Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem available to the ReinsuredCompany or its liquidator, to its contract ownerreceiver, conservator, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Subscribing Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit benefit, which may accrue to the Reinsured Company solely as a result of the defense undertaken by the Subscribing Reinsurer. This reinsurance will Where two or more Reinsurers are involved in the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be payable directly apportioned in accordance with the terms of this Contract as though such expense had been incurred by the insolvent Company. With respect to California Workers Compensation loss (es), it is agreed that in the Reinsured event of any delinquency proceeding, receivership, or insolvency of the Company and/or the failure of the Subscribing Reinsurer, for any reason, to its domiciliary liquidatormake payments under this Contract, receiverthe Insurance Commissioner of California may, conservator or statutory successorupon 30-days notice, except as expressly required otherwise draw upon any sums from the deposit made by applicable insurance lawthe Subscribing Reinsurer in accordance with the provisions of sections 11691 — 11703 of the California Insurance Code.

Insolvency. In the event of the declared insolvency of the Reinsured, Company and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsuredsuccessor, reinsurance due under this reinsurance will Agreement shall be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured without diminution because Company resulting from claims allowed against the Company by any court of the insolvency of the Reinsured competent jurisdiction or because the by any liquidator, receiver, conservator or statutory successor having authority to allow such claims without diminution because of the Reinsured such insolvency or because such liquidator, receiver, conservator or statutory successor has failed to pay all or a portion of any claimclaims. Every Payments by the Reinsurer as set forth above shall be made directly and exclusively to the Company or to its liquidator, receiver, conservator or statutory successor except as provided by subsection (a) of section 4118 of New York Insurance Law or except (a) where this Agreement specifies another payee in the event of the Reinsured insolvency, or guaranty fund or association will give written notice (b) the Reinsurer, with the consent of the direct insureds, has assumed such policy obligations of the Company as direct obligations to the Reinsurer payees under such policies in substitution for the obligations of the pendency of a claim involving Company to such payees. In the Reinsured indicating which event of the underlying insurance contracts would involve possible liability on the part insolvency of the Reinsurer to Company, the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, successor shall give written notice of the pendency of a claim against the Company under policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any such claim, the Reinsurer may has the right but not the duty to investigate said claim and interpose in the same and interposeproceeding where the claim is to be adjudicated, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to its contract ownerCompany, or to any its liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will be chargeablechargeable against the Company, subject to approval of the applicable courtcourt approval, against the Reinsured insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured Company solely as a result of the defense undertaken by the Reinsurer. This reinsurance Where two or more reinsurers are involved in the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. Should the Company go into liquidation or should a receiver be appointed, the Reinsurer will be payable directly entitled to the Reinsured or exercise any offset rights specifically provided by this Agreement and to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by offset any other sums permitted under applicable insurance law.

Insolvency. In the event of the declared insolvency of the ReinsuredCEDING COMPANY, and any reinsurance death benefits due will be payable directly to the appointment of a domiciliary liquidator, receiver, conservator receiver or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured CEDING COMPANY without diminution because of the insolvency of the Reinsured or because CEDING COMPANY. All other terms of this Agreement will remain in effect, including but not limited to the CEDING COMPANY's obligation to pay reinsurance premiums pursuant to this Agreement. In the event of insolvency of the CEDING COMPANY, the liquidator, receiver, conservator receiver or statutory successor of the 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 immediately give written notice to the Reinsurer REINSURER of all pending claims against the pendency of CEDING COMPANY on any policies reinsured. While a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claimpending, the Reinsurer REINSURER may investigate the same and interpose, at its own expense, in the proceeding proceedings where that the claim is to be adjudicated, any defense or defenses that which it may deem available to the Reinsured, to CEDING COMPANY or its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus expense incurred by the Reinsurer REINSURER will be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured CEDING COMPANY as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured CEDING COMPANY solely as a result of the defense undertaken by the ReinsurerREINSURER. This reinsurance Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be payable directly apportioned in accordance with the terms of the reinsurance agreement as though such expense had been incurred by the CEDING COMPANY. Any debts or credits, matured or unmatured, liquidated or unliquidated, in favor of or against either the REINSURER or the CEDING COMPANY with respect to this Agreement or with respect to any other claim of one party against the Reinsured other are deemed mutual debts or to its domiciliary liquidatorcredits, receiveras the case may be, conservator and will be offset, and only the balance will be allowed or statutory successor, except as expressly required otherwise by applicable insurance lawpaid.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and this reinsurance shall be payable by the appointment of a domiciliary Reinsurer directly to the Company, or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company without diminution because of the insolvency of the Reinsured Company or because the liquidator, receiver, conservator conservator, or statutory successor of the Reinsured Company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator conservator, or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured Company indicating the policy or bond reinsured which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, 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 and that during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the ReinsuredCompany or its liquidator, to its contract ownerreceiver, conservator, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to the approval of the applicable court, against the Reinsured 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 Reinsured Company solely as a result of the defense undertaken by the Reinsurer. 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 their respective reinsurance will agreements as though such expense had been incurred by the Company. The reinsurance shall be payable directly by the Reinsurer to the Reinsured Company or to its domiciliary liquidator, receiver, conservator conservator, or statutory successor, except where the agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company, and where the Reinsurer, with the consent of the direct insured or insureds, has assumed such policy obligations of the Company as expressly required otherwise by applicable insurance lawdirect obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company to such payees.

Insolvency. (This Contract shall apply severally to each reinsured company referenced within the Preamble to this Contract. 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 declared insolvency laws of the Reinsureddomiciliary state of any company intended to be covered hereunder, and the appointment of a that domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this state's laws shall prevail.) This reinsurance will shall be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurer on the basis of the liability of the Reinsured reinsured Company(ies) under Bonds reinsured hereunder without diminution diminution, because of the insolvency of one or more than one of the Reinsured Companies, to the Company(ies) or because the its liquidator, receiver, conservator or statutory successor. In the event of insolvency of one or more than one of the Companies, the liquidator or receiver or statutory successor of the 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 Company(ies) shall give written notice to the Reinsurer of the pendency of a claim involving filed against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Company(ies) on the part of the Reinsurer to the Reinsured Bond or its domiciliary liquidator, receiver, conservator or statutory successor, Bonds reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, such claim the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that which it may deem available to the Reinsured, to Company(ies) or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Company(ies) as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit benefits which may accrue to the Reinsured Company(ies) solely as a result of the defense so undertaken by the Reinsurer. This Should one or more than one of the Companies go into liquidation or should a receiver be appointed, the Reinsurer shall be entitled to deduct from any sums which may be or may become Surety Excess of Loss (Dick Corporation) Effective: January 1, 2005 Page 7 of 15 (Revised - 5/10/05) due to the 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 parties hereto to the full extent permitted by the laws of the insolvent party's state of domicile. It is further understood and agreed that, in the event of the insolvency of one or more than one of the Companies, the reinsurance will under this Contract shall be payable directly by the Reinsurer to the Reinsured Company(ies) or to its domiciliary liquidator, receiver, conservator receiver or statutory successor, except a) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company(ies) or b) where the Reinsurer with the consent of the direct insured or insureds has assumed such Bond obligations of the Company(ies) as expressly required otherwise by applicable insurance lawdirect obligations of the Reinsurer to the payees under such Bonds and in substitution for the obligations of the Company(ies) to such payees. In no event shall anyone other than the parties to this Contract or, in the event of one or more than one of the Company's insolvency, its liquidator, receiver, or statutory successor, have any rights under this Contract.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and this reinsurance shall be payable directly to the appointment of a domiciliary Company, or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company without diminution because of the insolvency of the Reinsured Company or because the liquidator, receiver, conservator or statutory successor of the Reinsured Company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer of the pendency of a any claim involving against the Reinsured Company indicating the policy or bond reinsured, which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successorReinsurer, within a reasonable amount of time after the such claim is filed in the conservation, liquidation, conservation or liquidation proceeding or in the receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During and that during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to Company or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to the approval of the applicable court, against the Reinsured 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 Reinsured Company solely as a result of the defense undertaken by the Reinsurer. This It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance will under this Agreement shall be payable directly by the Reinsurer to the Reinsured Company or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise provided by the applicable insurance lawreinsurance regulation or except (a) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company or (b) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company to such payees.

Insolvency. In the event Each of the declared insolvency Pool Members and SCPIE Indemnity agree that all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable on demand of the Reinsured, and assuming reinsurer at the appointment same time as the ceding insurer shall pay its net retained portion of a domiciliary liquidator, receiver, conservator such risk or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demandobligations, with reasonable provision for verificationverification before payment, directly to and the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successorreinsurance shall be payable by the assuming reinsurer, on the basis of the liability of the Reinsured ceding insurer under the policy or policies reinsured without diminution because of the insolvency of the Reinsured ceding insurer. In the event of the insolvency of the ceding insurer, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the ceding insurer by any court of competent jurisdiction or because the by any liquidator, receiver, conservator or statutory successor of the Reinsured ceding insurer 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 claimclaims. Every Such payments by the assuming reinsurer shall be made directly to the ceding insurer or its liquidator, receiverreceiver or statutory successor, conservator except where the contract of insurance or reinsurance provides another payee of such reinsurance in the event of insolvency of the ceding insurer. It is agreed, however, that the liquidator or receiver or statutory successor of the Reinsured or guaranty fund or association ceding insurer will give written notice to the Reinsurer assuming reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability insolvent ceding insurer on the part of the Reinsurer to the Reinsured policy or its domiciliary liquidator, receiver, conservator or statutory successor, policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During insolvency proceeding and that during the pendency of any claim, such claim the Reinsurer assuming reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Reinsured, to ceding insurer 6 or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer assuming reinsurer will be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured 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 Reinsured ceding insurer solely as a result of the defense undertaken by the Reinsurerassuming reinsurer. This reinsurance Where two or more assuming reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense will be payable directly to apportioned in accordance with the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except terms of this Agreement as expressly required otherwise though such expense had been incurred by applicable insurance lawthe insolvent ceding insurer.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and this reinsurance shall be payable directly to the appointment of a domiciliary Company, or its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company without diminution because of the insolvency of the Reinsured Company or because the liquidator, receiver, conservator or statutory successor of the Reinsured Company has failed to pay all or a portion of any claimclaims. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer Retrocessionaires of the pendency of a claim involving against the Reinsured Company indicating the policy reinsured which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, Retrocessionaires within a reasonable amount of time after the such 5 6 claim is filed in the conservationconservation or liquidation proceeding or in the receivership, 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 and that during the pendency of any such claim, the Reinsurer Retrocessionaires may investigate the same such claim and interpose, at its their own expense, in the proceeding proceedings where that such claim is to be adjudicated, adjudicated any defense or defenses that it they may deem available to the ReinsuredCompany or its liquidator, to its contract ownerreceiver, conservator, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Retrocessionaires shall be chargeable, subject to the approval of the applicable court, against the Reinsured 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 Reinsured Company solely as a result of the defense undertaken by the ReinsurerRetrocessionaires. This The reinsurance will shall be payable directly by the Retrocessionaires to the Reinsured Company or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise provided by applicable insurance lawSection 4118(a) of the New York Insurance Law or except (a) where the Agreement specifically provided another payee of such reinsurance in the event of the insolvency of the Company, and (b) where the Retrocessionaires with the consent of the direct reinsured or reinsureds have assumed such policy obligations of the Company as direct obligations of the Retrocessionaires to the payees under such policies and in substitution for the obligations of the Company to such payees.

Insolvency. In the event of the declared insolvency of Travelers, the Reinsured, and the appointment of a domiciliary reinsurance under this Agreement shall be payable directly by Connecticut General to Travelers or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the Connecticut General's liability of the Reinsured to Travelers without diminution because of the insolvency of the Reinsured Travelers or because the liquidator, receiver, conservator or statutory The Travelers Insurance Company Variable Annuity Death Benefit Reinsurance Vintage Individual Variable Annuity Effective June 1, 1997 [CIGNA LOGO] Treaty No. 103068 Connecticut General Life Insurance Company successor of the Reinsured Travelers has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Travelers shall give prompt written notice to the Reinsurer Connecticut General of the pendency of a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, against Travelers within a reasonable amount of time after the such claim is filed in the receivership, conservation, liquidation, receivership insolvency or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During liquidation proceeding and that during the pendency of any such claim, the Reinsurer Connecticut General may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to Travelers or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Connecticut General shall be chargeable, subject to the approval of the applicable courtCourt, against the Reinsured Travelers as part of the expense of conservation or liquidation to the extent of a pro pro-rata share of the benefit which may accrue to the Reinsured Travelers solely as a result of the defense undertaken by Connecticut General. Where two or more Reinsurers are involved in the Reinsurer. This reinsurance will same claim and a majority in interest elects to interpose defense to such claim, the expense shall be payable directly to apportioned in accordance with the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except terms of this Agreement as expressly required otherwise though such expense had been incurred by applicable insurance lawTravelers.

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured without diminution because of the insolvency of the Reinsured or because the liquidator, receiver, conservator or statutory successor of the 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 involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, the Reinsurer may investigate the same and interpose, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or association. The expenses thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable court, against the Reinsured 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 Reinsured as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.

Insolvency. In the event of the declared insolvency of the Reinsured, and this reinsurance shall be payable directly to the appointment of a domiciliary Reinsured, or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured without diminution because of the insolvency of the Reinsured or because the liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating the policy or bond reinsured which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, 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 and that during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, adjudicated any defense or defenses that it they may deem available to the Reinsured, to Reinsured or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, chargeable subject to the approval of the applicable court, against the Reinsured 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 Reinsured solely as a result of the defense undertaken by the Reinsurer. 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 reinsurance will agreement as though such expense had been incurred by the Reinsured. The reinsurance shall be payable directly by the Reinsurer to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise provided by applicable insurance lawsubsection a of Section 4118 of the New York Insurance Law or except (a) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Reinsured, or (b) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Reinsured as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Reinsured to such payees. However, in the event of insolvency of any one of the Reinsureds, each party agrees to honor the terms set forth herein as if this Agreement were a separate agreement between the Reinsurer and each individually named Reinsured. Balances payable or recoverable by any Reinsurer or each individually named Reinsurer or individually named Reinsured shall not serve to offset any balances payable or recoverable to or from any other Reinsured party to this Agreement. Reports and remittances made to the Reinsurer in accordance with Articles 11 and 14 are to be in sufficient detail to identify both the Reinsurer's loss obligations due each Reinsured and each Reinsured's premium remittance under the report. In the event that the policies of two or more individually named Reinsureds are involved in the same casualty loss occurrence, the retention shall be $300,000 as respects the Ultimate Net Loss for all Reinsureds added together, and the loss recoverable for each individually named Reinsured shall be in the same proportion that the individually named Reinsured's loss bears to the total Ultimate Net Loss. However, regardless of the number of individually named Reinsureds involved in one loss occurrence, in no event will the Reinsurer be liable for more than $700,000 each risk each loss and $2,800,000 in respect of each occurrence as respects property, $700,000 each and every loss occurrence as respects casualty and $1,700,000 each loss occurrence as respects a combined property and casualty loss.

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidatorconservator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator statutory successor of NASL, the portion of any risk or obligation assumed by Connecticut General, as reinsurer, shall be payable to the conservator, liquidator, receiver, or statutory successor on the basis of claims allowed against the insolvent company by any court of competent jurisdiction or by any conservator, liquidator, receiver, or statutory successor of the company having authority to allow such claims, without diminution because of that insolvency or because the conservator, liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. Payments by Connecticut General as above set forth shall be made directly to NASL or to its conservator, liquidator, receiver, or statutory successor, on except where the basis contract of insurance or reinsurance specifically provides another payee of such reinsurance in the liability of the Reinsured without diminution because event of the insolvency of the Reinsured or because NASL. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the 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 NASL shall give prompt written notice to the Reinsurer Connecticut General of the pendency of a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, against NASL within a reasonable amount of time after the such claim is filed in the receivership, conservation, liquidation, receivership insolvency or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During liquidation proceeding and that during the pendency of any such claim, the Reinsurer Connecticut General may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to NASL or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Connecticut General shall be chargeable, subject to the approval of the applicable courtCourt, against the Reinsured NASL as part of the expense of conservation or liquidation to the extent of a pro pro-rata share of the benefit which may accrue to the Reinsured NASL solely as a result of the defense undertaken by Connecticut General. Where two or more reinsurers are involved in the Reinsurersame claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by NASL. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidatorNORTH AMERICAN SECURITY LIFE (CIGNA REINSURANCE LOGO) VEN 7, receiver8, conservator or statutory successor17, except as expressly required otherwise by applicable insurance law.18 TREATY EFFECTIVE JULY 1, 1995 AMENDMENT NO. 3 - MARCH 1, 1997

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidatorconservator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator statutory successor of NASL, the portion of any risk or obligation assumed by Connecticut General, as reinsurer, shall be payable to the conservator, liquidator, receiver, or statutory successor on the basis of claims allowed against the insolvent company by any court of competent jurisdiction or by any conservator, liquidator, receiver, or statutory successor of the company having authority to allow such claims, without diminution because of that insolvency or because the conservator, liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. Payments by Connecticut General as above set forth shall be made directly to NASL or to its conservator, liquidator, receiver, or statutory successor, on except where the basis contract of insurance or reinsurance specifically provides another payee of such reinsurance in the liability of the Reinsured without diminution because event of the insolvency of the Reinsured or because NASL. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the 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 NASL shall give prompt written notice to the Reinsurer Connecticut General of the pendency of a claim involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, against NASL within a reasonable amount of time after the such claim is filed in the receivership, conservation, liquidation, receivership insolvency or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During liquidation proceeding and that during the pendency of any such claim, the Reinsurer Connecticut General may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to NASL or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Connecticut General shall be chargeable, subject to the approval of the applicable courtCourt, against the Reinsured NASL as part of the expense of conservation or liquidation to the extent of a pro pro-rata share of the benefit which may accrue to the Reinsured NASL solely as a result of the defense undertaken by Connecticut General. Where two or more reinsurers are involved in the Reinsurersame claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by NASL. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidatorNORTH AMERICAN SECURITY LIFE (CIGNA REINSURANCE LOGO) VEN 20, receiver21, conservator or statutory successor22, except as expressly required otherwise by applicable insurance law.23 TREATY EFFECTIVE JULY 1, 1995 AMENDMENT NO. 3 - MARCH 1, 1997

Insolvency. In the event of the declared insolvency of the Reinsured, and this reinsurance shall be payable directly to the appointment of a domiciliary Reinsured or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured without diminution because of the insolvency of the Reinsured or because the liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating the policy or bond reinsured which of the underlying insurance contracts claim would involve a possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the such claim is filed in the conservationconservation or liquidation proceeding or in the receivership, 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 and that during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that such claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to Reinsured or its contract owner, or to any liquidator, receiver receiver, conservator or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to the approval of the applicable court, against the Reinsured 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 Reinsured solely as a result of the defense undertaken by the Reinsurer. 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 this Contract as though such expense had been incurred by the insolvent Reinsured. In the event of the insolvency of the Reinsured, the reinsurance will under this Contract shall be payable directly by the Reinsurer to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise provided by applicable insurance lawSection 4118(a) of the New York Insurance Law or except (a) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Reinsured and (b) where the Reinsurerr with the consent of the direct reinsured or reinsureds has assumed such policy obligations of the Reinsured as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Reinsured to such payees.

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, reinsurance under this reinsurance will Agreement shall be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurer on the basis of the liability of the Reinsured under Policy or Policies reinsured without diminution because of the insolvency of the Reinsured, to the Reinsured or because the to its liquidator, receiver, conservator or statutory successor except as provided by Section 4118(a) of the New York Insurance Law or except when the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Reinsured and when the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Reinsured as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Reinsured to such payees. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent 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 shall give written notice to the Reinsurer of the pendency of a claim involving against the insolvent Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured Policy or its domiciliary liquidator, receiver, conservator or statutory successor, Policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During insolvency proceeding and that during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that when such claim is to be adjudicated, any defense or defenses that which it may deem available to the Reinsured, to Reinsured or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the insolvent Reinsured 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 Reinsured solely as a result of the defense undertaken by the Reinsurer. This reinsurance will When two or more Reinsurers are involved in the same claim and a majority in interest elect to 19 19 interpose defense to such claim, the expense shall be payable directly to apportioned in accordance with the Reinsured terms of this Agreement as though such expense had been incurred by the insolvent Reinsured. Should any party hereto be placed in rehabilitation or to its domiciliary liquidation or should a rehabilitator, liquidator, receiver, conservator or statutory successorother person or entity of similar capacity be appointed as respects such party, except as expressly required all amounts due any of the parties hereto whether by reason of premiums, losses or otherwise by under this Agreement or any other contract(s) of reinsurance heretofore or hereafter entered into between the parties (whether or not any such contract(s) be assumed or ceded) shall at all times be subject to the right of offset at any time and from time to time, and upon the exercise of same, only the net balance shall be due and payable in accordance with Section 7427 of the Insurance Law of the State of New York to the extent such statute or any other applicable insurance law, statute or regulation governing such offset shall apply.

Insolvency. In the event of the declared insolvency of Company’s insolvency, the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, reinsurance afforded by this reinsurance will Agreement shall be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurers on the basis of the Company’s liability of the Reinsured reinsured without diminution because of the Company’s insolvency of the Reinsured or because the its liquidator, receiver, conservator conservator, or statutory successor of the Reinsured has failed to pay all or a portion of any claimclaims provided, however, that the Reinsurers shall not be liable in respect of any Loss unless and until all conditions precedent to the Company’s liability in the absence of the Company’s insolvency have been established (so that the Company is, but for its insolvency, absolutely and unconditionally liable to pay the Loss to or for the account of its insured or insureds), and subject to the right of the Reinsurers to offset against such funds due hereunder, any sums that may be payable to them by said insolvent Company in accordance with the Offset Article. Every The reinsurance shall be payable by the Reinsurers directly to the Company, or to its liquidator, receiver, conservator conservator, or statutory successor except (a) where this Agreement specifically provides another payee of such reinsurance in the event of the Reinsured Company’s insolvency or guaranty fund (b) where the Reinsurers, with the consent of the direct insured or association will insureds, have assumed such Policy obligations of the Company as direct obligations of itself to the payees under such Policies in substitution for the Company’s obligation to such payees. The Company’s liquidator, receiver, conservator, or statutory successor shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, Company as respects business covered hereunder within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any such claim, the Reinsurer Reinsurers may investigate the same said claim and interpose, at its own expense, interpose in the proceeding where that the claim is to be adjudicated, at their own expense, any defense or defenses that it may deem available to the ReinsuredCompany, to its contract ownerliquidator, receiver, conservator, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will Reinsurers shall be chargeablechargeable against the Company, subject to approval of the applicable courtcourt approval, against the Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata that such proportionate share of the benefit which may shall accrue to the Reinsured Company solely as a result of the defense undertaken by the ReinsurerReinsurers. This reinsurance will 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 directly apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. MEDIATION To the extent there is a dispute between the Company and one or more Reinsurers under this Agreement, any amounts not in dispute shall be paid in accordance with the terms of this * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a “[*]” in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. Agreement and only the amounts in dispute shall be subject to the Reinsured mediation and arbitration provisions of this Article. The parties agree that any and all disputes arising from or associated with this Agreement shall be submitted to its domiciliary liquidatormediation before any party may initiate arbitration of said dispute. The parties agree to appoint a neutral, receiverqualified mediator and agree that each party to the dispute shall assign and delegate a senior officer, conservator or statutory successorwith binding settlement authority, except as expressly required otherwise by applicable insurance lawfrom their respective companies to participate in the mediation. The mediation period shall be not less than sixty days from the appointment of the mediator. The parties acknowledge and agree that successful mediation is in the best interest of all parties to this Agreement.

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary conservator, liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured without diminution because of the insolvency of the Reinsured or because the liquidator, receiver, conservator receiver or statutory successor of the Reinsured Ceding Company, the portion of any risk or obligation assumed by the Reinsurer shall be payable to the conservator, liquidator, receiver or statutory successor on the basis of claims allowed against the Ceding Company by any court of competent jurisdiction or by any conservator, liquidator, receiver or statutory successor of the Ceding Company having authority to allow such claims, without diminution because of that insolvency, or because of the conservator, liquidator, receiver or statutory successor has failed to pay all or a portion of any claimclaims. Every Payments by the Reinsurer as above set forth shall be made directly to the Ceding Company or to its conservator, liquidator, receiverreceiver or statutory successor, conservator except where the contract of insurance or reinsurance specifically provides another payee of such reinsurance in the event of the insolvency of the Ceding Company. The conservator, liquidator, receiver or statutory successor of the Reinsured or guaranty fund or association Ceding Company will give the Reinsurer written notice to the Reinsurer of the pendency of a claim involving against the Reinsured indicating which of the underlying insurance contracts would involve possible liability Ceding Company on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, any annuity reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other insolvency proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency tendency of any such claim, the Reinsurer may investigate such claim and interpose in the same and interposeCeding Company's name (or in the name of the Ceding Company's conservator, at its own expenseliquidator, receiver or statutory successor) in the proceeding where that such claim is to be adjudicated, any defense or defenses that it which the Reinsurer may deem available to the ReinsuredCeding Company or its conservator, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured Ceding Company as a part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured Ceding Company solely as a result of the defense undertaken by the Reinsurer. This reinsurance In the event of the Reinsurer's insolvency, this treaty will terminate, and the Terminal Accounting and Settlement described in Article IX will occur. Any payments due the Reinsurer from the Ceding Company pursuant to the terms of this Agreement will be made directly to the Reinsurer or its conservator, liquidator, receiver or statutory successor. To the extent permitted by law, any amounts owed by the Reinsurer to the Ceding Company will be payable directly without diminution because of the insolvency of the Reinsurer. When two or more Reinsures are involved and a majority in interest elect to defend a claim, the Reinsured or to its domiciliary expenses shall be apportioned in accordance with the terms of the respective reinsurance agreements, as if the expense had been incurred by the Ceding Company. The conservator, liquidator, receiver, conservator receiver or statutory successor, except as expressly required otherwise by applicable insurance lawsuccessor of the Reinsurer will give the Ceding Company written notice of the pendency of a claim against the Reinsurer on any annuity reinsured within a reasonable time after such claim is filed in the insolvency proceeding.

Insolvency. (If more than one reinsured Company is referenced in the Preamble to this Agreement, this Article shall apply severally to each such Company.) In the event of the declared insolvency of the ReinsuredCompany, and this reinsurance shall be payable directly to the appointment of a domiciliary Company, or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company without diminution because of the insolvency of the Reinsured Company or because the liquidator, receiver, conservator or statutory successor of the Reinsured Company has failed to pay all or a portion of any claim. Every It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer of the pendency of a claim involving against the Reinsured Company indicating the policy or bond reinsured, which of the underlying insurance contracts claim 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 Reinsured Company or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, the Reinsurer may investigate the same and interpose, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or association. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to the approval of the applicable court, against the Reinsured 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 Reinsured Company solely as a result of the defense undertaken by the Reinsurer. This As to all reinsurance will made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable directly as set forth above by the Reinsurer to the Reinsured Company or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise provided by applicable insurance lawSections 4118(a)(1)(A) and 1114(c) of the New York Insurance Law or except (1) where the Agreement specifically provides another payee in the event of the insolvency of the Company, or (2) where the Reinsurer, with the consent of the direct insured or insureds, have assumed such bond or policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Insurance of the State of New York, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such bond or policy.

Insolvency. A. A party to this Agreement will be deemed insolvent when it: 1. Applies for or consents to the appointment of a receiver, rehabilitator, conservator, liquidator or statutory successor ("Authorized Representative") of its properties or assets; or 2. Is adjudicated as bankrupt or insolvent; or 3. Files or consents to the filing of a petition in bankruptcy, seeks reorganization or an arrangement with creditors or takes advantage of any bankruptcy, dissolution, liquidation, or similar law or statute; or 4. Files or consents to the filing of a petition in bankruptcy, seeks reorganization or an arrangement with creditors or takes advantage of any bankruptcy, dissolution, liquidation, or similar law or statute. B. In the event of the declared insolvency of the ReinsuredCEDING COMPANY, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this all reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured CEDING COMPANY on the policies reinsured directly to the CEDING COMPANY or its liquidator, receiver or statutory successor without diminution because of the insolvency of the Reinsured or because CEDING COMPANY. C. In the event of insolvency of the CEDING COMPANY, the liquidator, receiver, conservator receiver or statutory successor of the 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 involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successorwill, within a reasonable amount of time after the claim is filed in the conservationinsolvency proceeding, liquidation, receivership give written notice to the REINSURER of all pending claims against the CEDING COMPANY or other proceedingany policies reinsured. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it While a claim is substantially prejudiced thereby. During the pendency of any claimpending, the Reinsurer REINSURER may investigate the same such claim and interpose, at its own expense, in the proceeding proceedings where that the claim is to be adjudicated, any defense or defenses that which it may deem available to the Reinsured, to CEDING COMPANY or its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses thus incurred by the Reinsurer REINSURER will be chargeable, subject to approval of the applicable courtcourt approval, against the Reinsured CEDING COMPANY as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Reinsured CEDING COMPANY solely as a result of the defense undertaken by the ReinsurerREINSURER. This reinsurance Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expenses will be payable directly apportioned in accordance with the terms of the Reinsurance Agreement as though such expense had been incurred by the CEDING COMPANY. D. Any debts or credits, matured or unmatured, liquidated or unliquidated, in favor of or against either the REINSURER or CEDING COMPANY with respect to this Agreement are deemed mutual debts or credits, as the Reinsured or to its domiciliary liquidatorcase may be, receiverand will be offset, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.and only

Insolvency. In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, reinsurance under this reinsurance will Agreement shall be payable immediately upon demand, with reasonable provision for verification, directly to by the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Reinsurer on the basis of the liability of the Reinsured under Policy or Policies reinsured without diminution because of the insolvency of the Reinsured, to the Reinsured or because the to its liquidator, receiver, conservator or statutory successor except as provided by Section 4118(a) of the New York Insurance Law or except when the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Reinsured and when the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Reinsured as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Reinsured to such payees. It is agreed, however, that the liquidator or receiver or statutory successor of the insolvent 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 shall give written notice to the Reinsurer of the pendency of a claim involving against the insolvent Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer to the Reinsured Policy or its domiciliary liquidator, receiver, conservator or statutory successor, Policies reinsured within a reasonable amount of time after the such claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During insolvency proceeding and that during the pendency of any such claim, the Reinsurer may investigate the same such claim and interpose, at its own expense, in the proceeding where that when such claim is to be adjudicated, any defense or defenses that which it may deem available to the Reinsured, to Reinsured or its contract owner, liquidator or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or associationsuccessor. The expenses expense thus incurred by the Reinsurer will shall be chargeable, subject to approval of the applicable courtcourt approval, against the insolvent Reinsured 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 Reinsured solely as a result of the defense undertaken by the Reinsurer. This reinsurance will When two or more Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be payable directly to apportioned in accordance with the Reinsured terms of this Agreement as though such expense had been incurred by the insolvent Reinsured. Should any party hereto be placed in rehabilitation or to its domiciliary liquidation or should a rehabilitator, liquidator, receiver, conservator or statutory successorother person or entity of similar capacity be appointed as 39 18 respects such party, except as expressly required all amounts due any of the parties hereto whether by reason of premiums, losses or otherwise by applicable insurance law.under this Agreement or any other contract(s) of reinsurance heretofore or hereafter entered into between the parties (whether or not any such contract(s) be assumed or ceded) shall at all times be subject to the right of offset at any time and from time to time, and upon the exercise of same, only the net balance shall be due and payable in accordance with

Insolvency. In the event Borrower makes any assignment or other arrangement for the benefit of its creditors or any bankruptcy, receivership, reorganization, dissolution, insolvency or other similar proceeding is filed or otherwise initiated by, against or involving Borrower (a “Proceeding”), (a) all of the declared insolvency Senior Indebtedness shall be Paid in Full before any payment shall be made on or with respect to any of the ReinsuredSubordinated Indebtedness (other than any payment in the form of Subordinated Securities), and the appointment of a domiciliary liquidator(b) any payment which, receiver, conservator or statutory successor but for the Reinsuredterms of this Agreement, this reinsurance will would be payable immediately upon demand, with reasonable provision for verification, or deliverable on or in respect of any of the Subordinated Indebtedness (other than in the form of Subordinated Securities) shall be paid or delivered directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, Senior Creditor to be applied as a payment on the basis Senior Indebtedness until (i) all of the liability Senior Indebtedness has been Paid in Full and (ii) the Senior Creditor has no further commitments to lend or otherwise extend credit pursuant to the Senior Loan Agreement or any other Loan Document. Each Subordinated Creditor hereby irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, custodians, conservators and others having authority in the premises to make any such payments or distributions directly to the Senior Creditor and the Subordinated Creditors further irrevocably authorizes and empowers the Senior Creditors to demand, sxx for, collect and receive each and every such payment or distribution. Each Subordinated Creditor hereby agrees to execute and deliver to the Senior Creditor or any of its representatives all such further agreements, documents and instruments as may from time to time be reasonably requested by the Reinsured without diminution because Senior Creditor confirming the authorizations referred to in the foregoing clause (b). Each Subordinated Creditor hereby further irrevocably authorizes, empowers and appoints the Senior Creditor as its agent and attorney-in-fact to execute, verify, deliver and file such proofs of claim in respect of Subordinated Indebtedness in connection with such Proceeding if the insolvency Subordinated Creditors fail to do so on or before the date that is five days prior to the bar date for filing such proofs of claim. Each Subordinated Creditor agrees that the Reinsured Senior Creditor may consent to the use of cash collateral to provide financing to Borrower on such terms and conditions and in such amounts as the Senior Creditor, in its sole discretion, may decide and that no Subordinated Creditor shall contest or because oppose in any manner, such cash collateral use or financing; provided that the liquidator, receiver, conservator amount of such financing plus the amounts outstanding under the Senior Loan Agreement shall not exceed the Senior Debt Cap. Borrower (or statutory successor a trustee appointed for the estate of Borrower) may grant to the Reinsured has failed to pay Senior Creditor liens upon 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 involving the Reinsured indicating which of the underlying insurance contracts would involve possible liability on the part of the Reinsurer assets of Borrower, which liens (i) shall secure payments of all or any part of the Senior Indebtedness (whether such Senior Indebtedness arose prior to the Reinsured filing of the petition for relief or its domiciliary liquidator, receiver, conservator arise thereafter); and (ii) shall be superior in priority to the liens on the assets of Borrower held by the Subordinated Creditors. Each Subordinated Creditor agrees that it will not object to or statutory successor, within oppose (A) a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership sale or other proceeding. Failure to give such notice shall not excuse disposition of any assets securing the obligation Senior Indebtedness (or any portion thereof) free and clear of liens or other claims under Section 363 of the Reinsurer unless Bankruptcy Code (11 U.S.C. Section 101, et. seq.) or any other provision of the Bankruptcy Code if the Senior Creditor has consented to such sale or disposition of such assets, or (B) a plan of reorganization or liquidation pursuant to chapter 11 of the Bankruptcy Code if the Senior Creditor has voted to accept such plan of reorganization or liquidation. Each Subordinated Creditor covenants and agrees that it is substantially prejudiced therebywill not obtain, seek to obtain or accept any security or collateral for any of the Subordinated Indebtedness without the prior written consent of the Senior Creditor. During In the pendency event that the Senior Creditor gives prior written consent to the Subordinated Creditors to obtain security or collateral for any Subordinated Indebtedness and the Subordinated Creditors obtain security or collateral for any Subordinated Indebtedness, then (1) each Subordinated Creditor agrees that it will obtain such security or collateral only with respect to the assets of Borrower specifically identified by the Senior Creditor in such prior written consent and only with respect to such Subordinated Indebtedness specifically identified by the Senior Creditor in such prior written consent and (2) each Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of its interest in such security or collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to such security or collateral, without the prior written consent of the Senior Creditor. Each Subordinated Creditor waives any claim it may now or hereafter have arising out of the Senior Creditor's election, in any Proceeding, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Each Subordinated Creditor (both in its capacity as a Subordinated Creditor and in its capacity as a party which may be obligated to Borrower with respect to contracts which are part of the Senior Creditor's Collateral) agrees not to initiate or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (a) challenging the Reinsurer enforceability of the Senior Creditor's claims or oppose any action by the Senior Creditor to enforce its rights or remedies relating to any of the Senior Indebtedness, (b) challenging the enforceability, validity, priority or perfected status of any liens on assets securing any of the Senior Indebtedness or (c) asserting any claims which Borrower may investigate the same and interpose, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that it may deem available hold with respect to the Reinsured, to its contract owner, or to any liquidator, receiver or statutory successor Senior Creditor. Until the discharge of all of the Reinsured Senior Indebtedness has occurred, the Subordinated Creditors shall not seek relief from the automatic stay without the prior written consent of the Senior Creditor or guaranty fund or association. The expenses thus incurred oppose any request by the Reinsurer will be chargeable, subject Senior Creditor to approval of seek relief from the applicable court, against the Reinsured as part of the expense of conservation or liquidation automatic stay with respect to the extent of a pro rata share of the benefit which may accrue to the Reinsured as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance lawCollateral.

Insolvency. In the event of the declared insolvency of the ReinsuredCompany, and this reinsurance shall be payable directly to the appointment of a domiciliary Company, or to its liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or conservator or statutory successor, on the basis of the liability of the Reinsured Company without diminution because of the insolvency of the Reinsured Company or because the liquidator, receiver, conservator or statutory successor of the Reinsured Company has failed to pay all or a portion of any claim. Every It is agreed however, that the liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will Company shall give written notice to the Reinsurer Reinsurers of the pendency of a claim involving the Reinsured indicating which of the underlying insurance contracts 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 Reinsured Company or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceeding. Failure to give such notice shall not excuse the obligation of the Reinsurer unless it is substantially prejudiced thereby. During the pendency of any claim, the Reinsurer may investigate the same and interpose, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to its contract owner, or to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or association. The expenses thus incurred this incurred, by the Reinsurer will shall be chargeable, subject to the approval of the applicable court, against the Reinsured 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 Reinsured Company as a result of the defense undertaken by the Reinsurer. This As to all reinsurance will made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable directly as set forth above by the Reinsurer to the Reinsured Company or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise provided by applicable insurance lawSections 4118(a)(1)(A) and 1114(c) of the New York Insurance Law or except (1) where the Agreement specifically provides another payee in the event of the insolvency of the Company, 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 Accountants Professional Liability AmerInst - Bermuda at January 1, 2004 risks by the Superintendent of Insurance of the State of New York, is entirely released from its obligation and the Reinsurer pays any loss directly to payees under such policy.