Common use of Insolvency Clause in Contracts

Insolvency. 12.01 In the event of insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 12.01 13.01 In the event of insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 13.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 13.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 12.04 13.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 12.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor successor, with reasonable provision for verification, on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer Reinsurer, within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 B. Where two or more subscribing reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Company. 12.04 C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator, or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees. D. In the event of the insolvency of any company or companies listed in the designation of “Company” under this Contract, this Article shall apply only to the insolvent company or companies.

Insolvency. 12.01 In Neither the event Company nor any of insolvency its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (as defined below). For purposes of this Section 3(m), “Insolvent” means, (i) with respect to the Company and its Subsidiaries, on a consolidated basis, (A) the present fair saleable value of the Company’s and its Subsidiaries’ assets is less than the amount required to pay the Company’s and its Subsidiaries’ total Indebtedness (as defined below), this reinsurance shall (B) the Company and its Subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the Company and its Subsidiaries intend to incur or believe that they will incur debts that would be payable directly beyond their ability to pay as such debts mature; and (ii) with respect to the Company or to its liquidatorand each Subsidiary, receiverindividually, conservator or statutory successor on (A) the basis present fair saleable value of the liability of Company’s or such Subsidiary’s (as the Company without diminution because of case may be) assets is less than the insolvency of amount required to pay its respective total Indebtedness, (B) the Company or because such Subsidiary (as the liquidator, receiver, conservator or statutory successor of the Company has failed case may be) is unable to pay all its respective debts and liabilities, subordinated, contingent or a portion of any claims. 12.02 It is agreedotherwise, however, that the liquidator, receiver, conservator as such debts and liabilities become absolute and matured or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30C) days after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or such Subsidiary (as the case may be) intends to incur or believes that it will incur debts that would be beyond its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject respective ability to the approval of the Court, against the Company pay as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurersuch debts mature. 12.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 12.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor successor, with reasonable provision for verification, on the basis of reported claims allowed by the liability of the Company liquidation court without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 . Where two or more subscribing reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Company. 12.04 B. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator, or statutory successor, except (i) as provided by applicable law, (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees payee under such policies Policies and in substitution for the obligation obligations of the Company to such payees. C. In the event of the insolvency of any company or companies listed in the designation of “Company” under this Contract, this Article shall apply only to the insolvent company or companies.

Insolvency. 12.01 In the event of insolvency of the Company, The Reinsurer agrees that all reinsurance under this reinsurance Agreement shall be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Reinsurer on the basis of the liability of the Company Insurer under each policy reinsured under this Agreement. without diminution because of the insolvency of the Company Insurer, and the Reinsurer assumes liability for such reinsurance as of the effective dates of such policies. Any such payments by the Reinsurer shall be made directly to the Insurer or because the to its liquidator, receiver, conservator or statutory successor. In the event of the insolvency of the Insurer, the liquidator, receiver or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company Insurer shall give written notice to the Reinsurer of the pendency of that a claim is pending against the Company indicating Insurer with respect to policies comprising the policy or bond reinsured which claim would involve Underlying Risk within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in insolvency proceedings. While the receivership, and that during the pendency of such claimclaim is pending, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Company Insurer or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the Company Insurer as part of the expense expenses of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company Insurer solely as a result of the defense undertaken by the Reinsurer. 12.03 . Where two or more reinsurers are involved in the same claim and a majority in of interest elect to interpose defense to such defend a claim, the expense shall will be apportioned in accordance with the terms of this Agreement the reinsurance agreement as though such if the expense had been incurred by the CompanyInsurer. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 12.01 In the event of the insolvency of the a Company, this reinsurance as to Policies issued by such Company shall be payable directly to the such Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability amount of the Company claims allowed in the insolvency proceeding without diminution because of the insolvency of the such Company or because the liquidator, receiver, conservator or statutory successor of the such Company has failed or is unable to pay all or a portion of any claims. 12.02 a claim, except where (a) this Agreement specifically provides another payee of such reinsurance in the event of such Company’s insolvency, provided that this exception shall only apply to the extent that the reinsurance proceeds due such payee are actually paid by the Reinsurer, or (b) the Reinsurer, with the consent of the direct insured or insureds, has assumed such policy obligations of such Company as direct obligations of the Reinsurer to the payees under such policies and in full and complete substitution for the obligations of such Company to such payees. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the such Company indicating the policy or bond reinsured Policy which claim would involve involves a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivershipreceivership and that, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the such Company or its liquidator, receiver, conservator or statutory successor. The expense expenses thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court’s approval, against the such Company as part of the expense of the conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the such Company solely as a result of the defense undertaken by the Reinsurer. 12.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 12.01 1. In the event of the insolvency of the Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this reinsurance Agreement shall be payable by North American Re directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the contract or contracts reinsured without diminution because of the insolvency of the Company or because Company. It is understood, however, that in the event of the insolvency of the Company, the liquidator, receiver, conservator receiver or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company indicating on the policy or bond reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvencyinsolvency proceeding and that, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer North American Re may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that which it may deem available to the Company or to its liquidator, receiver, conservator receiver or statutory successor. 2. The It is further understood that the expense thus incurred by the Reinsurer North American Re shall be chargeable, subject to the approval of the Courtcourt approval, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 North American Re. Where two or more reinsurers assuming insurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this the Reinsurance Agreement as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in 3. In the event of the insolvency of North American Re and the Companyappointment of receivers therefor, the liability of North American Re shall not terminate but shall continue with respect to the reinsurance under this Agreement shall be payable directly ceded to North American Re by the Reinsurer Company prior to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee date of such reinsurance insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the event name of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payeesNorth American Re.

Insolvency. 12.01 A. If more than one reinsured company is included within the definition of “Company” hereunder, this Article shall apply individually to each such company. B. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor successor, with reasonable provision for verification, on the basis of the liability of the Company or on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 12.01 A. If more than one company is referenced within the definition of “Company” in the Preamble to this Contract, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance coverage (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may Effective: June 1, 2021 DOC: July 8, 2021 UBWP0006 13 of 22 deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 C. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 12.01 In the event of the insolvency of the CompanyCompany all reinsurance made, ceded, renewed or otherwise becoming effective under this reinsurance Agreement shall be payable by the Reinsurer directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the contract or contracts reinsured without diminution because of the insolvency of the Company Company. It is understood, however, that in the event of the insolvency of the Company, the liquidator or because the liquidator, receiver, conservator receiver or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company indicating on the policy or bond reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivershipinsolvency proceeding, and that during the pendency of such claim, claim the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Company or its liquidatorliquidator or receiver or statutory successor. It is agreed, receiverhowever, conservator that the liquidator or receiver or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company on the Reinsured Policies within a reasonable time after such claim is filed in the insolvency proceeding and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding when such claim is to be adjudicated, any defense or defenses which it may deem available to the Company or its liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 Where . When two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company. 12.04 It is further understood and agreed that. Should any party hereto be placed in rehabilitation or liquidation or should a rehabilitator, in the event liquidator, receiver, conservator or other person or entity of similar capacity be appointed as respects such party, all amounts due any of the insolvency parties hereto whether by reason of the Companypremiums, the reinsurance losses or otherwise under this Agreement shall at all times be payable directly by the Reinsurer subject to the Company or right of offset at any time and from time to its liquidatortime, receiver or statutory successorand upon the exercise of same, except (i) as provided by applicable law, (ii) where only the Agreement specifically provides another payee of such reinsurance net balance shall be due and payable in the event accordance with Section 7427 of the insolvency Insurance Law of the Company and (iii) where the Reinsurer with the consent State of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payeesNew York.

Insolvency. 12.01 A. If more than one reinsured company is referenced within the definition of “Company” in the Preamble to this Contract, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 C. Where two (2) or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the Company. 12.04 It is further understood and agreed thatD. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, (except (i) as provided by applicable lawSection 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (ii1) where the Agreement Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Financial Services of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy.

Insolvency. 12.01 16.1 In the event of the insolvency of the Company, Ceding Company or its successor in interest this reinsurance shall be payable directly to the Company Ceding Company, or directly to its liquidator, receiver, conservator or statutory successor successor, on the basis of the liability of the Ceding Company without diminution because of the insolvency of the Ceding Company or because the liquidator, receiver, conservator or statutory successor of the Ceding Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Ceding Company shall give written notice to the Reinsurer of the pendency of a the claim against the Ceding Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, interpose at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Ceding Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Ceding Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. 12.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement 16.2 The Reinsurance shall be payable directly by the Reinsurer to the Ceding Company or to its liquidator, receiver receiver, conservator or statutory successor, except (i) as provided by applicable law, section 4118 (iia) of the New York Insurance Law or except (a) where the Agreement policy specifically provides provided another payee of such reinsurance in the event of the insolvency of the Ceding Company and (iiib) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Ceding Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Ceding Company to such payees.

Insolvency. 12.01 A. If more than one company is referenced within the definition of “Company” in the Preamble to this Contract, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance coverage (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may Effective: June 1, 2021 DOC: July 13, 2021 UBWP0008C 13 of 22 deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 C. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 12.01 A. In the event of the insolvency of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without company with diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 12.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 12.04 B. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees.

Insolvency. 12.01 In the event (a) Seller is solvent, meaning that no circumstance exists by virtue of insolvency which, by virtue of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis definitions contained in section 123 of the liability Insolvency ▇▇▇ ▇▇▇▇ (UK) (“Insolvency Act”), Seller is deemed unable to pay its debts. (i) No receiver or administrative receiver has been appointed in respect of the Company without diminution because of the insolvency of the Company whole or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty assets or undertaking of Seller (30including any of the Purchased Assets); (ii) days after no administration order has been made and no petition has been presented for such claim an order in respect of Seller; (iii) no meeting has been convened at which a resolution will be proposed, no resolution has been passed, no petition has been presented and no order has been made for the winding-up of Seller; (iv) Seller has not stopped or suspended payment of its debts, become unable to pay its debts or otherwise become insolvent in any relevant jurisdiction; (v) no unsatisfied judgment, order or award is filed outstanding against Seller in relation to the insolvencybusiness of the Medical Device Global Operations and no written demand under section 123(1)(a) of the Insolvency Act has been made against Seller and no distress, conservation distraint, charging order, garnishee order, or liquidated proceeding execution has been levied on, or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicatedother process commenced against, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation Purchased Assets; (vi) no voluntary arrangement has been proposed or liquidation to the extent of a pro rata share implemented under section 1 of the benefit which may accrue to the Company solely as a result Insolvency Act in respect of Seller nor any scheme of arrangement proposed or implemented under section 425 of the defense undertaken Companies Act 1985 (UK), nor any scheme for the benefit of creditors generally proposed or implemented, whether or not under the protection of the court and whether or not involving a reorganization or rescheduling of debt; and (vii) no event has occurred causing or that upon intervention or notice by any third party may cause any floating charge created by Seller to crystallize over the Reinsurerbusiness of the Medical Device Global Operations or any Purchased Asset or any charge created by it to become enforceable over the business of the Medical Device Global Operations or any Purchased Asset nor has any such crystallization occurred nor is such enforcement in process. 12.03 Where two (c) No circumstances have arisen which entitle any Person to take any action, appoint any Person, commence proceedings or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in the event obtain any order of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except type mentioned in subparagraphs (ia) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iiib) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payeesabove.

Insolvency. 12.01 A. If more than one reinsured company is referenced within the definition of “Company” in the Preamble to this Contract, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary location shall apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary location of any company covered hereunder, that domiciliary location’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 C. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the Company. 12.04 It is further understood and agreed thatD. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, (except (i) as provided by applicable lawSection 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (ii1) where the Agreement Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.Company, or

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

Insolvency. 12.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer..  12.03 B. Where two or more reinsurers Subscribing Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Company..  12.04 C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees..   Article 26 - Arbitration A. As a condition precedent to any right of action hereunder, in the event of any dispute or difference of opinion hereafter arising with respect to this Contract, it is hereby mutually agreed that such dispute or difference of opinion shall be submitted to arbitration. One Arbiter shall be chosen by the Company, the other by the Reinsurer, and an Umpire shall be chosen by the two Arbiters before they enter upon arbitration, all of whom shall be active or retired disinterested executive officers of insurance or reinsurance companies or ▇▇▇▇▇'▇ London Underwriters. In the event that either party should fail to choose an Arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two Arbiters who shall in turn choose an Umpire before entering upon arbitration. If the two Arbiters fail to agree upon the selection of an Umpire within 30 days following their appointment, each Arbiter shall nominate three candidates within 10 days thereafter, two of whom the other shall decline, and the decision shall be made by drawing lots.  B. Each party shall present its case to the Arbiters within 30 days following the date of appointment of the Umpire. The Arbiters shall consider this Contract as an honorable engagement rather than merely as a legal obligation and they are relieved of all judicial formalities and may abstain from following the strict rules of law. The decision of the Arbiters shall be final and binding on both parties; but failing to agree, they shall call in the Umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the Arbiters may be entered in any court of competent jurisdiction.  C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint.  D. Each party shall bear the expense of its own Arbiter, and shall jointly and equally bear with the other the expense of the Umpire and of the arbitration. In the event that the two Arbiters are chosen by one party, as above provided, the expense of the Arbiters, the Umpire and the arbitration shall be equally divided between the two parties.  E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the state in which the Company has its principal office.   Article 27 - Service of Suit (BRMA 49C) (Applicable if the Reinsurer is not domiciled in the United States of America, and/or is not authorized in any State, Territory or District of the United States where authorization is required by insurance regulatory authorities)  A. It is agreed that in the event the Reinsurer fails to pay any amount claimed to be due hereunder, the Reinsurer, at the request of the Company, will submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this Article constitutes or should be understood to constitute a waiver of the Reinsurer's rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States.  B. Further, pursuant to any statute of any state, territory or district of the United States which makes provision therefor, the Reinsurer hereby designates the party named in its Interests and Liabilities Agreement, or if no party is named therein, the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his successor or successors in office, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Company or any beneficiary hereunder arising out of this Contract.   Article 28 - Severability (BRMA 72E) If any provision of this Contract shall be rendered illegal or unenforceable by the laws, regulations or public policy of any state, such provision shall be considered void in such state, but this shall not affect the validity or enforceability of any other provision of this Contract or the enforceability of such provision in any other jurisdiction.   Article 29 - Governing Law (BRMA 71B) This Contract shall be governed by and construed in accordance with the laws of the State of Florida.  

Insolvency. 12.01 In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability amount of the Company claims allowed in the insolvency proceeding without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed or is unable to pay all or a portion of any claims. 12.02 a claim, except where (a) this Agreement specifically provides another payee of such reinsurance in the event of the Company’s insolvency, provided that this exception shall only apply to the extent that the reinsurance proceeds due such payee are actually paid by the Reinsurer, or (b) the Reinsurer, with the consent of the direct insured or insureds, has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in full and complete substitution for the obligations of the Company to such payees. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured Insurance Contract which claim would involve involves a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivershipreceivership and that, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense expenses thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court’s approval, against the Company as part of the expense of the conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 12.01 (a) In the event of insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidatorCeding Companies, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 It it is agreed, however, agreed that the liquidator, receiver, conservator or statutory successor of the Company Ceding Companies shall give written notice to the Reinsurer of the pendency of a claim against the Company Ceding Companies indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company Ceding Companies or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company Ceding Companies as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company Ceding Companies solely as a result of the defense undertaken by the Reinsurer. 12.03 (b) Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the CompanyCeding Companies. 12.04 (c) It is further understood and agreed that, in the event of the insolvency of the CompanyCeding Companies, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company Ceding Companies or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii1) where the this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Ceding Companies or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company Ceding Companies as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company Ceding Companies to such payees.

Insolvency. 12.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor successor, with reasonable provision for verification, on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer.. Casualty Catastrophe XOL Contract 21 12.03 B. Where two or more subscribing reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Company. 12.04 C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator, or statutory successor, except (i) as provided by applicable law, (iiSection 4118(a) of the New York Insurance Law or except 1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iiior 2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees payee under such policies Policies and in substitution for the obligation obligations of the Company to such payees. D. In the event of the insolvency of any company or companies listed in the designation of “Company” under this Contract, this Article shall apply only to the insolvent company or companies.

Insolvency. 12.01 In the event of the insolvency of the Company, this reinsurance shall be payable by the Reinsurer directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator conservator, or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator conservator, or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator conservator, or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 . Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement their respective reinsurance agreements as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the . The reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator, or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (iia) where the Agreement agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company Company, and (iiib) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 12.01 A. If more than one reinsured company is referenced within the definition of “Company” in the Preamble to this Contract, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 C. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the Company. 12.04 It is further understood and agreed thatD. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, (except (i) as provided by applicable lawSection 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (ii1) where the Agreement Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Financial Services of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy. E. Notwithstanding the above, in the event of insolvency of those reinsured companies domiciled in the State of Illinois, the Reinsurer under this Contract shall have rights, as more fully set forth in Section 173.2, 173.3, and 173.4 of Illinois Insurance Code, as amended.

Insolvency. 12.01 A. In the event of the insolvency of the Companyreinsured company, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without company with diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 12.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 12.04 B. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees.

Insolvency. 12.01 A. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the Company. 12.04 It is further understood and agreed thatC. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, except (i) as provided by applicable law, (ii1) where the Agreement Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 12.01 A. If more than one company is referenced within the definition of “Company” in the Preamble to this Contract, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance coverage (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible Effective: June 1, 2021 DOC: July 13, 2021 UBWP0006C 13 of 23 liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 C. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 12.01 1. In the event of the insolvency of the Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this reinsurance Agreement shall be payable by Swiss Re America directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company under the contract or contracts reinsured without diminution because of the insolvency of the Company or because Company. It is understood, however, that in the event of the insolvency of the Company, the liquidator, receiver, conservator receiver or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company indicating on the policy or bond reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvencyinsolvency proceeding and that, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer Swiss Re America may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that which it may deem available to the Company or to its liquidator, receiver, conservator receiver or statutory successor. 2. The It is further understood that the expense thus incurred by the Reinsurer Swiss Re America shall be chargeable, subject to the approval of the Courtcourt approval, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 Swiss Re America. Where two or more reinsurers assuming insurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this the Reinsurance Agreement as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in 3. In the event of the insolvency of Swiss Re America and the Companyappointment of receivers therefor, the liability of Swiss Re America shall not terminate but shall continue with respect to the reinsurance under this Agreement shall be payable directly ceded to Swiss Re America by the Reinsurer Company prior to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee date of such reinsurance insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the event name of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.Swiss Re America. SWISS RE AMERICA

Insolvency. 12.01 For the purpose of this Agreement, THE COMPANY or THE REINSURER shall be deemed “insolvent” if it does one or more of the following occurs: a. A court-appointed receiver, trustee, custodian, conservator, liquidator, government official or similar officer takes possession of the property or assets of either THE COMPANY or THE REINSURER; or b. Either THE COMPANY or THE REINSURER is placed in receivership, rehabilitation, liquidation, conservation, bankruptcy or similar status pursuant to the laws of any state or of the United States; or c. Either THE COMPANY or THE REINSURER becomes subject to an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the domicile of THE COMPANY or THE REINSURER, as the case may be. In the event of the insolvency of the CompanyTHE COMPANY, all claims payable under this reinsurance Agreement shall be payable by THE REINSURER directly to the Company THE COMPANY or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of THE COMPANY under the Company contract or contracts reinsured without diminution because of the insolvency of THE COMPANY. It is understood, however, that in the Company event of the insolvency of THE COMPANY, the liquidator or because the liquidator, receiver, conservator receiver or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating THE COMPANY on the policy or bond reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivershipinsolvency proceeding, and that during the pendency of such claim, the Reinsurer . THE REINSURER may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Company THE COMPANY or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer THE REINSURER shall be chargeable, subject to the approval of the Courtcourt approval, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 Where two or more reinsurers are involved THE COMPANY in the same proportion as would have been in effect had the claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned been adjudicated in accordance with the terms provisions set forth in the “Claim Expense” provision of the treaty. In the event THE REINSURER is deemed insolvent, THE REINSURER will be bound by any legal directions imposed by its liquidator, conservator, or statutory successor. However, and if not in conflict with such legal directions, THE COMPANY shall have the right to cancel this Agreement as though such expense had been incurred by with respect to occurrences taking place on or after the Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement date THE REINSURER first evidences insolvency. Such right to cancel shall be payable directly exercised by providing THE REINSURER (or its liquidator, conservator, receiver or statutory successor) with a written notice of THE COMPANY’s intent to recapture ceded business. If THE COMPANY exercises such right to cancel and recapture ceded business, such election shall be in lieu of any premature recapture fee. Upon such election, THE COMPANY would still be liable for any unpaid premium and responsible to report the Reinsurer pendency of any claim with an effective date prior to the Company or to date of recapture. THE REINSURER, its liquidator, receiver or statutory successorsuccessor shall be liable for all claims incurred prior to the date of recapture. THE REINSURER, except (i) as provided by applicable lawits liquidator, (ii) where receiver or statutory successor will also pay THE COMPANY the Agreement specifically provides another payee unearned reinsurance premium within 30 days following the date of such reinsurance recapture. If at any point in the event future during the term of this Agreement, THE REINSURER is deemed insolvent, THE COMPANY’s right of recapture in Section 21 of this Agreement will be triggered unless THE REINSURER elects to, and does, provide, on a timely basis, security in the insolvency form of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and Assets in substitution Trust for the obligation benefit of THE COMPANY. If THE REINSURER elects to furnish security in the Company form of Assets in Trust to such payeesavoid THE COMPANY’s right of recapture under Section 21 of this Agreement, the trust must meet the requirements set forth in Sections 16 of Schedule A attached hereto.

Insolvency. 12.01 In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured Policy reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it they may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 . Where two or more reinsurers Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this the reinsurance Agreement as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Agreement, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, except (i) as provided by applicable law, Sections 4118 (iia)(1)(A) and 1114(c) of the New York Insurance Law or except (1) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company Company, and (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York Risks by the Superintendent of Insurance of the State of New York, is entirely released from its obligation and the Reinsurer pays any Loss directly to payees under such Policy.

Insolvency. 12.01 A. In the event of insolvency and the appointment of a conservator, liquidator, or statutory successor of the Company, this reinsurance the portion of any risk or obligation assumed by the Reinsurer shall be payable directly to the Company or to its conservator, liquidator, receiver, conservator or statutory successor on the basis of claims allowed against the liability insolvent Company by any court of the Company without diminution because of the insolvency of the Company competent jurisdiction or because the by any conservator, liquidator, receiver, conservator or statutory successor of the Company 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. 12.02 It is agreedB. Payments by the Reinsurer as above set forth shall be made directly to the Company or to its conservator, howeverliquidator, that or statutory successor, except where the Agreement of insurance or reinsurance specifically provides another payee of such reinsurance or except as provided by applicable law and regulation (such as subsection (a) of section 4118 of the New York Insurance laws) in the event of the insolvency of the Company. C. In the event of the insolvency of the Company, the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer Policy or Policies reinsured within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated insolvency proceeding or in the receivership, and that during the pendency of such claim, claim the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, chargeable subject to the court approval of the Court, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 D. Where two or more reinsurers Reinsurers are involved in the same claim and a majority in interest elect elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 12.01 20.1 If a Shareholder (in this Clause 20 called “the Defaulting Shareholder”):- (i) shall make any arrangement or composition with, or any assignment for the benefit of, its creditors or it is wound up or enters into liquidation; (ii) shall be subject to any distress, execution, sequestration, or other process being levied or enforced upon the whole or a substantial part of the property of the Defaulting Shareholder which is not discharged within 30 days and which in the reasonable opinion of the non-Defaulting Shareholder (a) would be materially prejudicial to its interests hereunder; or (b) would result in a third party taking possession or ownership of the Shares held by such Defaulting Shareholder; (iii) shall be subject to any encumbrancer taking possession of or a receiver or trustee being appointed over the whole or substantial part of the undertaking, property or assets of the Defaulting Shareholder and which in the reasonable opinion of the non-Defaulting Shareholder (a) would be materially prejudicial to its interests hereunder; or (b) would result in a third party taking ownership of the Shares held by such Defaulting Shareholder; or (iv) anything analogous to any of the events set out in Clauses 20.1(i), (ii) and (iii) above occurs under any applicable law, then, the non-Defaulting Shareholder shall have the right to do any of the following:- (a) require the Defaulting Shareholder to sell to the other Shareholders all of the Defaulting Shareholder’s Shares at a price equivalent to the Fair Market Value of such Shares, in which case, the Defaulting Shareholder shall be deemed to have issued a Transfer Notice for all its Shares pursuant to Clause 16.1.1 and the provisions of Clause 16.1.2 to Clause 16.1.5 shall mutatis mutandis apply as if the Defaulting Shareholder were selling its Shares; (b) terminate this Agreement forthwith in its entirety by notice in writing to the Defaulting Shareholder without prejudice to such other rights and remedies as it may have against the Defaulting Shareholder and thereupon wind up the Company under the provisions of the Act. In the event of insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in the event of the insolvency winding up of the Company, the reinsurance under this Agreement Shareholders shall be payable directly by use their best endeavours to procure the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event due fulfilment of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer under any contract, agreement and/or arrangement pursuant to the payees under such policies and in substitution for the obligation of which the Company is to provide work, material or services to any person, subject always to commercial and legal considerations; or (c) continue with this Agreement with such revisions as may be agreed without prejudice to such payeesother rights and remedies as it may have against the Defaulting Shareholder.

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

Insolvency. 12.01 A. In the event of the insolvency of one or both of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 12.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Companycompany. 12.04 C. It is further understood and agreed that, in the event of the insolvency of one or both of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees. D. Notwithstanding the above, in the event of the insolvency of one or both of the reinsured companies, the Reinsurer under this Contract shall have rights, as more fully set forth in Section 173.2, 173.3 and 173.4 of Illinois Insurance Code, as amended.

Insolvency. 12.01 In the event of the insolvency of the Company, reinsurance under this reinsurance Contract shall be payable directly by the Reinsurer on the basis of the liability of the Company under Policy or Policies reinsured without diminution because of the insolvency of the Company, to the Company or to its liquidator, receiver, conservator or statutory successor on the basis except as provided by Section 4118(a) of the liability New York Insurance Law or except when the Contract specifically provides another payee of such reinsurance in the Company without diminution because event of the insolvency of the Company or because when the liquidator, receiver, conservator Reinsurer with the consent of the direct insured or statutory successor insureds has assumed such Policy obligations of the Company has failed as direct obligations of the Reinsurer to pay all or a portion the payees under such Policies and in substitution for the obligations of any claims. 12.02 the Company to such payees. It is agreed, however, that the liquidator, receiver, conservator liquidator or receiver or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer Policy or Policies reinsured within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated insolvency proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where when such claim is to be adjudicated, any defense or defenses that which it may deem available to the Company or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 Where . When two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the insolvent Company. 12.04 It is further understood and agreed that, in . In the event of the insolvency of any company or companies included in the designation of "Company, the reinsurance under ," this Agreement shall be payable directly by the Reinsurer clause will apply only to the Company insolvent company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payeescompanies.

Insolvency. 12.01 In the event of the insolvency of the a Company, this reinsurance as to Fronted Policies issued by such Company shall be payable directly to the such Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability amount of the Company claims allowed in the insolvency proceeding without diminution because of the insolvency of the such Company or because the liquidator, receiver, conservator or statutory successor of the such Company has failed or is unable to pay all or a portion of any claims. 12.02 a claim, except where (a) this Agreement specifically provides another payee of such reinsurance in the event of such Company’s insolvency, provided that this exception shall only apply to the extent that the reinsurance proceeds due such payee are actually paid by the Reinsurer, or (b) the Reinsurer, with the consent of the direct insured or insureds, has assumed such policy obligations of such Company as direct obligations of the Reinsurer to the payees under such policies and in full and complete substitution for the obligations of such Company to such payees. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the such Company indicating the policy or bond reinsured Fronted Policy which claim would involve involves a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivershipreceivership and that, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the such Company or its liquidator, receiver, conservator or statutory successor. The expense expenses thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court’s approval, against the such Company as part of the expense of the conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the such Company solely as a result of the defense undertaken by the Reinsurer. 12.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 12.01 A. In the event of the insolvency of one or more of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 12.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Companycompany. 12.04 C. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees.. 06\M2U1137 (▇▇▇▇▇▇▇▇ LOGO)

Insolvency. 12.01 In the event of insolvency of the Company, this reinsurance shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer Reinsurers of the pendency of a claim against the Company Company, indicating the policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer Reinsurers within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, claim the Reinsurer Reinsurers may investigate such claims claim and interpose, at its their own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer Reinsurers shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 12.04 . It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer Reinsurers to the Company or to its liquidator, receiver receiver, conservator or statutory successor, except (i) as provided by applicable law, (ii1) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii2) where the Reinsurer Reinsurers with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer Reinsurers to the payees under such policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 12.01 1. In the event of the insolvency of the CompanyCOMPANY, all reinsurance made, ceded, renewed, or otherwise becoming effective under this reinsurance Agreement shall be payable by SWISS RE LIFE & HEALTH directly to the Company COMPANY or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company COMPANY under the contract or contracts reinsured without diminution because of the insolvency of the Company or because COMPANY. It is understood, however, that in the event of the insolvency of the COMPANY, the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company insolvent COMPANY shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating insolvent COMPANY on the policy or bond reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivershipinsolvency proceeding, and that that, during the pendency of such claim, the Reinsurer SWISS RE LIFE & HEALTH may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that which it may deem available to the Company COMPANY or to its liquidator, receiver, conservator liquidator or receiver or statutory successor. 2. The It is further understood that the expense thus incurred by the Reinsurer SWISS RE LIFE & HEALTH shall be chargeable, subject to the approval of the Courtcourt approval, against the Company insolvent COMPANY as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely COMPANY as a result of the defense undertaken by the Reinsurer. 12.03 SWISS RE LIFE & HEALTH. Where two or more reinsurers assuming insurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement the reinsurance agreement as though such expense had has been incurred by the CompanyCOMPANY. 12.04 It is further understood and agreed that, in 3. In the event of the insolvency of SWISS RE LIFE & HEALTH or the Companyappointment of receivers therefor, the liability of SWISS RE LIFE & HEALTH shall not terminate but shall continue with respect to the reinsurance ceded to SWISS RE LIFE & HEALTH by the COMPANY prior to the date of such insolvency or appointment, and the COMPANY shall have a security interest in any and all sums held by or under deposit in the name of SWISS RE LIFE & HEALTH. 4. In the event of the insolvency of SWISS RE LIFE & HEALTH, the COMPANY may terminate this Agreement and recapture all reinsures business with ninety (90) days' written notice. SWISS RE LIFE & HEALTH shall notify the COMPANY in the event of SWISS RE LIFE & HEALTH'S insolvency. If the Agreement is terminated under this Agreement shall be payable directly by the Reinsurer to the Company or to Article, SWISS RE LIFE & HEALTH, its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer successor will remain liable for any outstanding payments incurred prior to the payees under such policies and in substitution for the obligation date of the Company to such payeestermination.

Insolvency. 12.01 In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, agreed however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer Reinsurers of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its their own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it they may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus expenses this incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 Where two . As to all reinsurance made, ceded, renewed or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of otherwise becoming effective under this Agreement as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the CompanyAgreement, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, except (i) as provided by applicable law, Sections 4118(a)(1)(A) and 1114(c) of the New York Insurance Law or except (ii1) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company Company, and (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Insurance of the State of New York, is entirely released from its obligation and the Reinsurer pays any loss directly to payees under such policies and in substitution for the obligation of the Company to such payeespolicy.

Insolvency. 12.01 A. If more than one reinsured company is referenced within the definition of “Company” in the Preamble to this Contract, this Article will apply severally to each such company. Further, this Article and the laws of the domiciliary state will apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws will prevail. B. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 C. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the Company. 12.04 It is further understood and agreed thatD. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, (except (i) as provided by applicable lawSection 4118(a)(1)(A) of the New York Insurance Law, provided the Effective: April 1, 2011 DOC: May 25, 2011 U1XQ0003 19 of 35 conditions of 1114(c) of such law have been met, if New York law applies) or except (ii1) where the Agreement Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Insurance of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy.

Insolvency. 12.01 (a) In the event of the insolvency of the Ceding Company, all payments due the Ceding Company under this reinsurance Agreement shall be payable by the Retrocessionaire directly to the Ceding Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Ceding Company under the policy or policies reinsured, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 Ceding Company. It is agreedagreed and understood, however, (i) that in the liquidator, receiver, conservator or statutory successor event of the insolvency of the Ceding Company the Retrocessionaire shall give be given written notice to the Reinsurer of the pendency of a claim against the insolvent Ceding Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer Underlying Agreement within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated insolvency proceeding or in the receivership, and (ii) that during the pendency of such claim, claim the Reinsurer Retrocessionaire may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Ceding Company or its liquidator, receiver, conservator receiver or statutory successor. The . (b) It is further understood that any expense thus incurred by the Reinsurer Retrocessionaire shall be chargeable, subject to the approval of the Courtcourt approval, against the insolvent Ceding Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. 12.03 Retrocessionaire. Where two or more assuming reinsurers are involved in the same claim and a majority in interest elect to interpose defense defenses to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 12.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator conservator, or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond Policy reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 12.04 B. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator, or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (iia) where the this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iiib) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 12.01 If proceedings are commenced by or against the Buyer or Builder for winding up, dissolution or reorganisation (except in case of merger) or for the appointment of a receiver, trustee or similar officer, or if bankruptcy is opened, the party who is not subject to such proceedings shall have the right to cancel this Contract. Upon such cancellation, the Builder shall refund all sums paid by Buyer to the Builder under Article III hereof, including interest thereon at the rate of 6% per annum from the date of payment to the date of refund. The Builder shall also return Buyers Supplies, or if they cannot be returned, the Builder shall pay to the Buyer an amount equal to the Buyer’s costs for such equipment. Notwithstanding the preceding paragraphs of this clause 3, if bankruptcy is opened against the builder, and provided that the bankruptcy is not opened based on a petition from the Buyer or caused by the Buyer’s failure to make payments provided for in Article IV clause 3, the Buyer may elect to cancel this Contract and to take full possession of the Vessel. In event that the Buyer shall decide to take full possession of the Vessel the Buyer shall give notice in writing to the Builder. The Builder shall thereupon immediately: a) secure the immediate discharge of all liens, claims, mortgages or other encumbrances upon the Vessel; b) complete all works required as a minimum to permit the Vessel to depart from the shipyard in a safe and seaworthy condition, remove its employees, agents and contractors, together with their equipment, from the Vessel and render all necessary assistance to the Vessel in leaving the shipyard at the earliest moment convenient to the Buyer; and c) upon payment of settlement as described below, execute and deliver to the Buyer an original of the Protocol of Delivery and Acceptance together with any and all documentation in such form and such manner as the Buyer shall in its reasonable discretion determine shall be required or desirable. All risk of loss of the Vessel shall in such circumstances transfer to the Buyer upon execution by the Buyer of the Protocol of Delivery and Acceptance following receipt of all of the documentation received above. Concurrently with the delivery of the Vessel as aforesaid, the Buyer shall pay to the Builder the value of the vessel as per removal from Builder’s yard and confirm cancellation (redelivery) of the Refund Guarantee(s) and the Performance Guarantee. In the event of insolvency of the Company, this reinsurance shall be payable directly any disagreement as to the Company amount to be paid by the Buyer as set out herein above, the Buyer may by paying the entire amount demanded by the Builder require the Builder to provide a bank guarantee or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice other security satisfactory to the Reinsurer of Buyer for the pendency of a claim against disputed amount. The Builder cannot in such case refuse to deliver the Company indicating Vessel. If the policy or bond reinsured which claim would involve a possible liability on Builder does not wish to issue security for the disputed part of the Reinsurer within thirty (30) days after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims Buyer is entitled to take delivery of the Vessel against payment of the undisputed amount and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense provide a bank guarantee or defenses that it may deem available other security satisfactory to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by Builder for the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as disputed part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit claim. Security which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.has

Insolvency. 12.01 In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a any claim against the Company indicating the policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer Reinsurer, within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, receivership and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 . Where two or more reinsurers Reinsurer are involved in the same claim and a majority in interest elect to interpose defense to of such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 12.04 . It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, except (i) as provided by the applicable law, reinsurance regulation or except (iia) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iiib) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 12.01 A. If more than one company is referenced within the definition of “Company” in the Preamble to this Contract, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance coverage (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicatedEffective: June 1, 2▇▇▇ ▇▇▇: July 8, 2021 U8GR000B 13 of 22 adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 C. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 12.01 In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator conservator, statutory successor, trustee or statutory other legal successor in interest on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer Reinsurer, within thirty (30) days a reasonable time after such claim is filed in the insolvencyconservation, conservation liquidation or liquidated proceeding or in the receivershipreceivership proceeding, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense defence or defenses defences that it may deem available to the Company or its liquidator, receiver, conservator or conservator, statutory successor, trustee or other legal successor in interest. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense defence undertaken by the Reinsurer. 12.03 . Where two or more reinsurers are involved in the same claim and a majority in interest elect elects to interpose defense a defence to such claim, Reinsurer shall agree that the expense shall be apportioned in accordance with the terms of this Agreement as though the insolvent Company had incurred such expense had been incurred by the Companyexpense. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 12.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 B. Where two or more reinsurers Subscribing Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Company..  12.04 C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees..  

Insolvency. 12.01 (1) In the event of the insolvency of the Company, the reinsurance provided by this reinsurance Agreement shall be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Reinsurer on the basis of the liability of the Company under the Policies ceded without diminution because of the insolvency of the Company or because the its liquidator, receiver, conservator or statutory successor of (hereinafter referred to as the Company "Liquidator") has failed to pay all or a portion of any claims. 12.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company claim. The Liquidator shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve under any Policy ceded to Reinsurers and covered by this Agreement within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during . During the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, interpose at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successorthe Liquidator. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against Effective: September 1, 1998 11 of 16 the Company as part of the expense of conservation or liquidation to the extent of a pro rata share Proportionate Share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 (2) Where two or more reinsurers Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had has been incurred by the Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the (3) The reinsurance under provided by this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successorthe Liquidator, except (i) as provided by applicable law, (iia) where the Agreement Policy specifically provides another payee of such reinsurance in the event of the insolvency of the Company Company, and (iiib) where the Reinsurer with the consent of the direct insured or insureds insured(s) has assumed such policy the obligations of the Company under the Policies as the direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 12.01 In the event of insolvency 1. If you become insolvent, all of the Company, this reinsurance shall due you will be payable paid in full directly to the Company you or to its liquidator, receiver, conservator your liquidator (receiver or statutory successor successor) on the basis of your liability under the liability of the Company policy or policies reinsured, without diminution because of the insolvency of the Company or because your insolvency. 2. If you become insolvent, the liquidator, receiver, conservator receiver or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall will give us written notice to the Reinsurer of the pendency of a pending claim against you for insurance reinsured under this Agreement within a reasonable time after the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days after such claim is filed in the insolvency, conservation or liquidated proceeding or in insolvency proceeding. During the receivership, and that during insolvency proceedings where the pendency of such claim, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicatedsettled, we may investigate this pending claim and interpose in your or your liquidator's, receiver's or statutory successor's name, but at our own expense, any defense or defenses that it which we may deem believe available to the Company you or its your liquidator, receiver, conservator receiver or statutory successor. 3. The expense thus expenses incurred by the Reinsurer shall us will be chargeable, subject to the approval of the Courtcourt approval, against the Company you as part of the expense of conservation or liquidation liquidation, to the extent of a pro rata the proportionate share of the benefit which may accrue to the Company you solely as a result of the defense undertaken by the Reinsurer. 12.03 us. Where two or more reinsurers are involved in the same claim and a majority in interest elect elects to interpose a defense or defenses to such this claim, the expense shall will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Companyyou. 12.04 It is further understood and agreed that, in 4. In the event of our insolvency, as determined by the department of insurance responsible for such determination, all reinsurance ceded under this Agreement may be recaptured immediately by you without penalty effective as of the day prior to the earlier of our becoming insolvent or the date of such determination by the said department of insurance. 5. Where two or more reinsurers are members of a pool of reinsurers established hereby, the insolvency of the Company, the reinsurance under one reinsurer shall not be deemed to abrogate this Agreement shall be payable directly by the Reinsurer with respect to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payeesother reinsurers.

Insolvency. 12.01 In The Ceding Company and the Reinsurer agree that, in the event of the insolvency of the Ceding Company, as to all reinsurance made, ceded, renewed or otherwise becoming effective after the Effective Date of this Agreement, the reinsurance shall be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Reinsurer on the basis of the amount of liability of the Ceding Company under the contract or contracts reinsured, without diminution because of the insolvency of the Ceding Company; furthermore, that such amount shall be paid directly to the Ceding Company or because the its liquidator, receiver, conservator receiver or other statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 successor. It is understood and agreed, however, that the obligations of the Ceding Company as set forth in this Agreement, including, among others, the duty to investigate, settle and defend all claims arising under risks with respect to which reinsurance is afforded by this Agreement, shall remain unimpaired and unaffected by the insolvency of the Ceding Company and shall be assumed by the liquidator, receiver, conservator receiver or statutory successor of the Ceding Company in the liquidation or receivership proceeding and that such liquidator, receiver or statutory successor shall give written notice to the Reinsurer of the pendency of a claim against the Ceding Company indicating on the policy or bond reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated insolvency proceeding or in the receivership, and that during the pendency of such claim, claim the Reinsurer may investigate such claims claim and interposeinter-pose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that which it may deem available to the Company or Ceding Company, its liquidator, receiver, conservator receiver or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the insolvent Ceding Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Ceding Company solely as a the result of the defense undertaken or asserted by the Reinsurer. 12.03 . Where two or more reinsurers Reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. 12.04 It is further understood and agreed that, . Nothing hereinabove set forth in this insolvency clause shall in anywise change the event relationship or status of the insolvency parties hereto, to wit, that of Ceding Company and Reinsurer, nor enlarge the obligations of either party to each other, except as specifically hereinabove provided, to wit, to pay the statutory successor on the basis of the Companyamount of liability of the Ceding Company under the contract or contracts reinsured, rather than on the reinsurance under this Agreement shall be payable directly basis of the actual amount of loss (dividends) paid by the Reinsurer to the Company or to its liquidator, receiver or statutory successorsuccessor to allowed claimants, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance nor shall anything in the event of the this insolvency of the Company and (iii) where clause in any manner create any obligations or establish any rights against the Reinsurer with the consent in favor of the direct insured any third parties or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer any persons not parties to the payees under such policies and in substitution for the obligation of the Company to such payeesthis Agreement.

Insolvency. 12.01 <PAGE> 23 of 26 A. In the event of insolvency of the Company, the reinsurance provided by this reinsurance Agreement shall be payable by the Reinsurer on the basis of the liability of the Company as respects Policies covered hereunder, without diminution because of such insolvency, directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis except as provided in Sections 4118(a)(1)(A) and 1114(c) of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsNew York Insurance Law. 12.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company B. The Reinsurer shall give be given written notice to the Reinsurer of the pendency of each claim or loss which may involve the reinsurance provided by this Agreement within a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim or loss is filed in the insolvency, conservation insolvency proceedings. The Reinsurer shall have the right to investigate each such claim or liquidated proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims loss and interpose, at its own expense, in the proceeding proceedings where such the claim or loss is to be adjudicated, any defense or defenses that which it may deem available to the Company or Company, its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 Where two C. In addition to the offset provisions set forth in the- Offset Article, any debts or more reinsurers credits, liquidated or unliquidated, in favor of or against either party on the date of the receivership or liquidation order (except where the obligation was purchased by or transferred to be used as an offset) are involved in the same claim deemed mutual debts or credits and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance set off with the terms balance only to be allowed or paid. Although such claim on the part of either party against the other may be unliquidated or undetermined in amount on the date of the entry of the receivership or liquidation order, such claim will be regarded as being in existence as of such date and any claims then in existence and held by the other party may be offset against it. D. Nothing contained in this Article is intended to change the relationship or status of the parties to this Agreement as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver enlarge upon the rights or statutory successor, obligations of either party hereunder except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payeesherein.

Insolvency. 12.01 A. In the event of the insolvency of one or both of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company:indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 12.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Companycompany. 12.04 C. It is further understood and agreed that, in the event of the insolvency of one or both of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees.

Insolvency. 12.01 A. If more than one company is referenced within the definition of “Company” in the Preamble to this Contract, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance coverage shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution Effective: June 1, 2026 DOC: May 26, 2026 08GR09PS – Tower 1 15 of NUMPAGES 3 because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 C. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 12.01 (If more than one reinsured company is referenced within the definition of “Company” in the Preamble to this Contract, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company intended to be covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company intended to be covered hereunder, that domiciliary state’s laws shall prevail.) Loss Reinsurance Contract January 1, 2007 In the event of the insolvency of the Company, reinsurance under this reinsurance Contract shall be payable directly to on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company by any court of competent jurisdiction or to its by any liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidatorconservator, receiver, conservator or statutory successor of the Company having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, conservator, or statutory successor has failed to pay all or a portion of any claims. 12.02 . Such payments by the Subscribing Reinsurer shall be made directly to the Company or its liquidator, receiver, 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 conservator, or statutory successor of the insolvent Company shall give written notice to the Subscribing Reinsurer of the pendency of a claim against the insolvent Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer Policy or Policies reinsured within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated insolvency proceeding or in the receivership, and that during the pendency of such claim, claim the Subscribing Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that which it may deem available to the Company or its liquidator, receiver, conservator conservator, or statutory successor. The expense thus incurred by the Subscribing Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the insolvent Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit benefit, which may accrue to the Company solely as a result of the defense undertaken by the Subscribing Reinsurer. 12.03 . Where two or more reinsurers Reinsurers are involved in the same claim and a majority in interest elect elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the insolvent Company. 12.04 It . With respect to California Workers Compensation loss (es), it is further understood and agreed that, that in the event of the insolvency of the Companyany delinquency proceeding, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company receivership, or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where and/or the failure of the Subscribing Reinsurer, for any reason, to make payments under this Contract, the Insurance Commissioner of California may, upon 30-days notice, draw upon any sums from the deposit made by the Subscribing Reinsurer in accordance with the consent provisions of sections 11691 — 11703 of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payeesCalifornia Insurance Code.

Insolvency. 12.01 In the event of the insolvency of the Company, this reinsurance shall be payable by the Reinsurer directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator conservator, or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator conservator, or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator conservator, or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 . 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 this Agreement their respective reinsurance agreements as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the . The reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator, or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company Company, and (iii) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 12.01 A. In the event of the insolvency of one or more of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company, or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured insured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 12.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Companyinsolvent company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 12.01 In the event of insolvency of the Company, this reinsurance shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company Company, indicating the policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, claim the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 . Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 12.04 . It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, except (i) as provided by applicable law, (ii1) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees. COMMERCIAL AND PRIVATE PASSENGER AUTOMOBILE LIABILITY & PHYSICAL DAMAGE QUOTA SHARE REINSURANCE AGREEMENT 2409 REINSURANCE PLACEMENT SLIP COMPANY: FEDERATED NATIONAL INSURANCE COMPANY; Pembroke Pines, Florida EFFECTIVE: Continuous and to take effect January 1, 1997 as respects in-force, new and renewal policies.

Insolvency. 12.01 In A. The portion of any risk or obligation assumed by the event of insolvency Reinsurer, when such portion is ascertained, shall be payable on demand of the CompanyCompany at the same time as the Company shall pay its net retained portion of such risk or obligation, this with reasonable provision for verification before payment, and the reinsurance shall be payable directly to by the Company or to its liquidatorReinsurer, receiver, conservator or statutory successor on the basis of the liability of the Company under the policy or policies reinsured without diminution because of the insolvency of the Company Company. B. In the event of the insolvency of one or because more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Company Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. ED 5/21/96 WILL▇▇▇ ▇▇▇ORPORATED REINSURANCE INTERMEDIARIES Page 11 of 12 (Q)/pc/jk 16 01-96-0922 Such payments by the Reinsurer shall be made directly to the Company or its liquidator, receiver or statutory successor, except where the contract of insurance or reinsurance provides another payee of such reinsurance in the event of the insolvency of the Company(ies). 12.02 C. It is agreed, however, that the liquidator, receiver, conservator liquidator or receiver or statutory successor of the Company shall insolvent Company(ies) will give written notice to the Reinsurer of the pendency of a claim against the Company indicating insolvent Company(ies) on the policy or bond policies reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated insolvency proceeding or in the receivership, and that during the pendency of such claim, claim the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Company Company(ies) or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer shall will be chargeable, subject to the approval of the Courtcourt approval, against the Company insolvent Company(ies) as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company Company(ies) solely as a result of the defense undertaken by the Reinsurer. 12.03 D. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Companyinsolvent Company(ies). 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 12.01 20.01 In the event of insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 It 20.02 I t is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 20.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 12.04 20.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation of the Company to such payees.

Insolvency. 12.01 In the event of insolvency of the Company, this This reinsurance shall be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Reinsurer on the basis of the liability of the Company reinsured Company(ies) under Bonds reinsured hereunder without diminution diminution, because of the insolvency of one or more than one of the Company 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 Company has failed to pay all or a portion of any claims. 12.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company Company(ies) shall give written notice to the Reinsurer of the pendency of a claim filed against the Company indicating the policy or bond reinsured which claim would involve a possible liability Company(ies) on the part of the Reinsurer Bond or Bonds reinsured within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during insolvency proceeding. During the pendency of such claim, claim the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that which it may deem available to the Company Company(ies) or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The expense expenses thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the Company 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 Company Company(ies) solely as a result of the defense so undertaken by the Reinsurer. 12.03 Where two . Should one or more reinsurers are involved in than one of the same claim and Companies go into liquidation or should a majority in interest elect to interpose defense to such claimreceiver be appointed, the expense Reinsurer shall be apportioned in accordance with entitled to deduct from any sums which may be or may become due to the terms of this Agreement as though such expense had been incurred Company(ies) any sums which are due to the Reinsurer by the Company. 12.04 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 CompanyCompanies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company Company(ies) or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (iia) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iiiCompany(ies) or b) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Bond obligations of the Company Company(ies) as direct obligations of the Reinsurer to the payees under such policies Bonds and in substitution for the obligation obligations of the Company 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. 12.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, 21\F7V1141 Page 16 conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 B. Where two or more reinsurers Subscribing Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Company. 12.04 C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 12.01 A. If more than one reinsured company is referenced within the definition of “Company” in the Preamble to this Agreement, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by Applicable Law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured Policy reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 Where two C. As to all reinsurance made, ceded, renewed or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of otherwise becoming effective under this Agreement as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the CompanyAgreement, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, (except (i) as provided by applicable lawSection 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (ii1) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Financial Services of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy. D. To the extent allowed by Applicable Law, where Policies of the Subject Business: (1) permitted original insurers or policyholders to ▇▇▇ the Company directly; and (2) required the Company to assign the same right to any reinsurer or retrocessionaires upon any assignment by the Company: The Reinsurer assumes the same rights and obligations of the Company, but no greater obligations than those set forth in the Policies of the Subject Business. For the avoidance of doubt, with respect the Loss Portfolio Transfer Reinsurance Agreement dated October 31, 2014 by and between Transamerica Casualty Insurance Company and White Shoals Reinsurance, Ltd. (now SiriusPoint Bermuda) (the “Transamerica LPT Agreement”), the Reinsurer and Company hereby agree that in the event of commencement of any insolvency, conservation, rehabilitation or liquidation proceeding against SiriusPoint Bermuda, whether voluntary or involuntary, the Reinsurer shall pay directly to Transamerica Casualty Insurance Company amounts due and payable under the Transamerica LPT Agreement. E. Subject only to the exception expressly specified in paragraph D.: (1) Third parties and any third-party beneficiaries, actual or alleged, who are not in privity with the Reinsurer have no right nor standing to ▇▇▇ the Reinsurer; and (2) No part of this Agreement conveys any right for original insured or policyholder to the Policies of the Subject Business to ▇▇▇ the Reinsurer directly.

Insolvency. 12.01 In the event of insolvency 1. If you become insolvent, all of the Company, this reinsurance shall due you will be payable paid in full directly to the Company you or to its liquidator, receiver, conservator your liquidator (receiver or statutory successor successor) on the basis of your liability under the liability of the Company policy or policies reinsured, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claimsyour insolvency. 12.02 It is agreed2. If you become insolvent, however, that the liquidator, receiver, conservator or statutory successor of the Company shall liquidator will give us written notice to the Reinsurer of the pendency of a pending claim against you for insurance reinsured under this Agreement within a reasonable time after the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days after such claim is filed in the insolvency, conservation or liquidated proceeding or in insolvency proceeding. During the receivership, and that during insolvency proceedings where the pendency of such claim, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicatedsettled, we may investigate this pending claim and interpose in your or your liquidator's name, but at our own expense, any defense or defenses that it which we may deem believe available to the Company you or its your liquidator, receiver, conservator or statutory successor. 3. The expense thus expenses incurred by the Reinsurer shall us will be chargeable, subject to the approval of the Courtcourt approval, against the Company you as part of the expense of conservation or liquidation liquidation, to the extent of a pro rata the proportionate share of the benefit which may accrue to the Company you solely as a result of the defense undertaken by the Reinsurer. 12.03 us. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense or defenses to such this claim, the expense shall will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Companyyou. 12.04 It is further understood and agreed that, in 4. In the event of our insolvency, as determined by the department of insurance responsible for such determination, all reinsurance ceded under this Agreement may be recaptured immediately by you without penalty, effective as of the day prior to the earlier of our becoming insolvent or the date of such determination by the said department of insurance. 5. Where two or more reinsurers are members of a pool of reinsurers established hereby, the insolvency of the Company, the reinsurance under one reinsurer shall not be deemed to abrogate this Agreement shall be payable directly by the Reinsurer with respect to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payeesother reinsurers.

Insolvency. 12.01 In the event of insolvency of the Company, The reinsurance under this reinsurance Contract shall be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Reinsurer on the basis of the liability of one or more of the Company Companies under the Policy or Policies reinsured without diminution because of the insolvency of one or more of the Company Companies reinsured or because the liquidator, receiver, conservator or statutory successor of the Company Company(ies) has failed to pay all or a portion of any claims. 12.02 It is agreedclaim. In the event of the insolvency of one or more of the Companies reinsured, however, that the liquidator, receiver, conservator or statutory successor of the Company Company(ies) shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability insolvent Company(ies) on the part of the Reinsurer Policy or Policies reinsured within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated insolvency proceeding or in the receivership, and that during the pendency of such claim, claim the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Company Company(ies) or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, chargeable subject to the court approval of the Court, against the Company insolvent Company(ies) as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company Company(ies) solely as a result of the defense undertaken by the Reinsurer. 12.03 . Where two or more reinsurers Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Company. 12.04 It is further understood and agreed thatCompany(ies). In the event of the insolvency of one or more of the Companies reinsured, the reinsurance under this Contract shall be payable by the Reinsurer directly to the Company(ies) or to the liquidator, receiver, conservator or statutory successor, except as provided by subsection (A) of section 4118 of the Insurance Law of New York or except where (I) the Contract specifies another payee of such Reinsurance in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (iCompany(ies) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iiiII) where the Reinsurer with the consent of the direct insured or insureds and, with the prior approval of the Superintendent of Insurance of New York to the certificate of assumption issued to New York direct insureds, has assumed such policy obligations of the Company Company(ies) as its direct obligations of the Reinsurer to the payees under such policies and policies, in substitution for the obligation obligations of the Company Company(ies) to such payees.

Insolvency. 12.01 A. If more than one reinsured company is referenced within the definition of “Company” in the Preamble to this Contract, this Article will apply severally to each such company. Further, this Article and the laws of the domiciliary state will apply in the event of the insolvency of any company intended to be covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company intended to be covered hereunder, that domiciliary state’s laws will prevail. B. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator Effective: January 1, 2013 DOC: January 17, 2013 U1G30006-01 18 of 26 or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 C. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the Company. 12.04 It is further understood and agreed thatD. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, (except (i) as provided by applicable lawSection 4118(a)(1)(A) of the New York Insurance Law, (iiprovided the conditions of 1114(c) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payeeslaw have been met, if New York law applies).

Insolvency. 12.01 (1) In the event of the insolvency of the Company, the reinsurance provided by this reinsurance Agreement shall be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Reinsurer on the basis of the liability of the Company under the Policies ceded without diminution because of the insolvency of the Company or because the its liquidator, receiver, conservator or statutory successor of (hereinafter referred to as the Company "Liquidator") has failed to pay all or a portion of any claims. 12.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company claim. The Liquidator shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve under any Policy ceded to Reinsurers and covered by this Agreement within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during . During the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, interpose at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successorthe Liquidator. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred (2) The reinsurance provided by the Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successorthe Liquidator, except (i) as provided by applicable law, Section 4118(A)(l)(a) (iirelating to Fidelity and Surety Risks) of the Insurance Law of New York or except (a) where the Agreement Policy specifically provides another payee of such reinsurance in the event of the insolvency of the Company Company, and (iiib) where the Reinsurer with the consent of the direct insured or insureds insured(s) has assumed such policy the obligations of the Company under the Policies as the direct Effective: September 15, 1998 9 of 12 obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 12.01 A. In the event of the insolvency of one or more of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 12.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Company.company. Page14 12.04 C. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees.

Insolvency. 12.01 A. In the event of the insolvency of one or more of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 12.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Companycompany. 12.04 C. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees. A. As a condition precedent to any right of action hereunder, in the event of any dispute or difference of opinion hereafter arising with respect to this Contract, it is hereby mutually agreed that such dispute or difference of opinion shall be submitted to arbitration. One Arbiter shall be chosen by the Company, the other by the Reinsurer, and an Umpire shall be chosen by the two Arbiters before they enter upon arbitration, all of whom shall be active or retired disinterested executive officers of insurance or reinsurance companies or Lloyd’s London Underwriters. In the event that either party should fail to choose an Arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two Arbiters who shall in turn choose an Umpire before entering upon arbitration. If the two Arbiters fail to agree upon the selection of an Umpire within 30 days following their appointment, the Umpire shall be appointed in accordance with the procedures of the American Arbitration Association. B. Each party shall present its case to the Arbiters within 30 days following the date of appointment of the Umpire. The Arbiters shall consider this Contract as an honorable engagement rather than merely as a legal obligation and they are relieved of all judicial formalities and may abstain from following the strict rules of law. The decision of the Arbiters shall be final and binding on both parties; but failing to agree, they shall call in the Umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the Arbiters may be entered in any court of competent jurisdiction. C. If more than one reinsurer is involved in the same dispute, all such reinsurers shall constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own Arbiter, and shall jointly and equally bear with the other the expense of the Umpire and of the arbitration. In the event that the two Arbiters are chosen by one party, as above provided, the expense of the Arbiters, the Umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the state in which the Company has its principal office. Article XXVIII - Service of Suit (BRMA 49C) (Applicable if the Reinsurer is not domiciled in the United States of America, and/or is not authorized in any State, Territory or District of the United States where authorization is required by insurance regulatory authorities) A. It is agreed that in the event the Reinsurer fails to pay any amount claimed to be due hereunder, the Reinsurer, at the request of the Company, will submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this Article constitutes or should be understood to constitute a waiver of the Reinsurer’s rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States. B. Further, pursuant to any statute of any state, territory or district of the United States which makes provision therefor, the Reinsurer hereby designates the party named in its Interests and Liabilities Agreement, or if no party is named therein, the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his successor or successors in office, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Company or any beneficiary hereunder arising out of this Contract.

Insolvency. 12.01 A. In the event of the insolvency of one or more of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 12.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Companycompany. 12.04 C. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees. A. As a condition precedent to any right of action hereunder, any dispute or difference between the Company and any Reinsurer relating to the interpretation or performance of this Contract, including its formation or validity, or any transaction under this Contract, whether arising before or after termination, shall be submitted to arbitration. B. If more than one reinsurer is involved in the same dispute, all such reinsurers shall constitute and act as one party for purposes of this Article provided that communication shall be made by the Company to each of the reinsurers constituting the one party, and provided, however, that nothing therein shall impair the rights of such reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Reinsurer under the terms of this Contract from several to joint. C. Upon written request of any party, each party shall choose an arbitrator and the two chosen shall select a third arbitrator. If either party refuses or neglects to appoint an arbitrator within 30 days after receipt of the written request for arbitration, the requesting party may appoint a second arbitrator. If the two arbitrators fail to agree on the selection of a third arbitrator within 30 days of their appointment, the Company shall petition the American Arbitration Association to appoint the third arbitrator. If the American Arbitration Association fails to appoint the third arbitrator within 30 days after it has been requested to do so, either party may request a justice of a court of general jurisdiction of the state in which the arbitration is to be held to appoint the third arbitrator. All arbitrators shall be active or retired officers of insurance or reinsurance companies, or Lloyd's London Underwriters, and disinterested in the outcome of the arbitration. Each party shall submit its case to the arbitrators within 30 days of the appointment of the third arbitrator. D. The parties hereby waive all objections to the method of selection of the arbitrators, it being the intention of both sides that all the arbitrators be chosen from those submitted by the parties. E. The arbitrators shall have the power to determine all procedural rules for the holding of the arbitration including but not limited to inspection of documents, examination of witnesses and any other matter relating to the conduct of the arbitration. The arbitrators shall interpret this Contract as an honorable engagement and not as merely a legal obligation; they are relieved of all judicial formalities and may abstain from following the strict rules of law. The arbitrators may award interest and costs. Each party shall bear the expense of its own arbitrator and shall share equally with the other party the expenses of the third arbitrator and of the arbitration. F. The decision in writing of the majority of the arbitrators shall be final and binding upon both parties. Judgment may be entered upon the final decision of the arbitrators in any court

Insolvency. 12.01 If proceedings are commenced by or against the Buyer or Builder for winding up, dissolution or reorganisation (except in case of merger) or for the appointment of a receiver, trustee or similar officer, or if bankruptcy is opened, the party who is not subject to such proceedings shall have the right to cancel this Contract. Upon such cancellation, the Builder shall refund all sums paid by Buyer to the Builder under Article III hereof, including interest thereon at the rate of 6% per annum from the date of payment to the date of refund. The Builder shall also return Buyers Supplies, or if they cannot be returned, the Builder shall pay to the Buyer an amount equal to the Buyer’s costs for such equipment. Notwithstanding the preceding paragraphs of this clause 3, if bankruptcy is opened against the builder, and provided that the bankruptcy is not opened based on a petition from the Buyer or caused by the Buyer’s failure to make payments provided for in Article IV clause 3, the Buyer may elect to cancel this Contract and to take full possession of the Vessel. In event that the Buyer shall decide to take full possession of the Vessel the Buyer shall give notice in writing to the Builder. The Builder shall thereupon immediately: a) secure the immediate discharge of all liens, claims, mortgages or other encumbrances upon the Vessel; b) complete all works required as a minimum to permit the Vessel to depart from the shipyard in a safe and seaworthy condition, remove its employees, agents and contractors, together with their equipment, from the Vessel and render all necessary assistance to the Vessel in leaving the shipyard at the earliest moment convenient to the Buyer; and c) upon payment of settlement as described below, execute and deliver to the Buyer an original of the Protocol of Delivery and Acceptance together with any and all documentation in such form and such manner as the Buyer shall in its reasonable discretion determine shall be required or desirable. All risk of loss of the Vessel shall in such circumstances transfer to the Buyer upon execution by the Buyer of the Protocol of Delivery and Acceptance following receipt of all of the documentation received above. Concurrently with the delivery of the Vessel as aforesaid, the Buyer shall pay to the Builder the value of the vessel as per removal from Builder’s yard and confirm cancellation (redelivery) of the Refund Guarantee(s) and the Performance Guarantee. In the event of insolvency of the Company, this reinsurance shall be payable directly any disagreement as to the Company amount to be paid by the Buyer as set out herein above, the Buyer may by paying the entire amount demanded by the Builder require the Builder to provide a bank guarantee or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice other security satisfactory to the Reinsurer of Buyer for the pendency of a claim against disputed amount. The Builder cannot in such case refuse to deliver the Company indicating Vessel. If the policy or bond reinsured which claim would involve a possible liability on Builder does not wish to issue security for the disputed part of the Reinsurer within thirty (30) days after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims Buyer is entitled to take delivery of the Vessel against payment of the undisputed amount and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense provide a bank guarantee or defenses that it may deem available other security satisfactory to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by Builder for the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as disputed part of the expense claim. Security which has been issued by a party pursuant to this sub-clause terminates automatically unless the other party has brought legal action pursuant to Article XIX below within 3 months from date of conservation or liquidation issue of the security. The costs of security shall be shared proportionately between the parties according to the extent of a pro rata share final outcome of the benefit which may accrue dispute. The Buyer’s right to the Company solely as a result take full possession of the defense undertaken Vessel as aforesaid shall be registered over the Vessel in the relevant Shipbuilding Registry, if any, with priority after the mortgages enabling protection (“rettsvern”) against the Builder’s other creditors. The Buyer shall prepare the relevant documents and carries the responsibility and cost in connection with the registration. If registering the declaration in the Norwegian shipbuilding registry is impossible this paragraph shall be void. Save as for the Builder’s obligations as set out above, neither the Builder nor the Buyer shall have any liability for losses suffered by the Reinsurer. 12.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred other party caused by the Company. 12.04 It is further understood and agreed that, in cancellation or the event Buyer’s election to take full possession of the insolvency of the CompanyVessel pursuant to this Article XII, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payeesclause 3.

Insolvency. 12.01 Section 13.01 In the event of insolvency Insolvency of the Company, the reinsurance under this reinsurance Agreement shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency Insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 Section 13.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond Policy reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) 30 days after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtapplicable Governmental Authority, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 Section 13.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms and conditions of this Agreement as though such expense had been incurred by the Company. 12.04 Section 13.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (ia) as provided by applicable lawLaw, (iib) where the this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iiic) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation of the Company to such payees.

Insolvency. 12.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured Effective: 1/1/06 Page 13 of 27 Pages P06-0108 DLR: 5/22/2006 2:24 PM RP P06-0108 reinsured, which claim would involve a possible liability on the part of the Reinsurer Reinsurer, within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivershipreceivership and that, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit benefit, which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the insolvent Company. 12.04 It is further understood and agreed that, in C. In the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (iia) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iiib) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees. D. Should the Company go into liquidation or should a receiver be appointed, all amounts due either Company or Reinsurer under this or any other agreement, whether by reason of premium, losses or otherwise under this Contract, shall be subject to the right of offset at any time and from time to time and, upon the exercise of the same, only the net balance shall be due. E. In the event of the insolvency of any company or companies included in the designation of "Company," this clause will apply only to the insolvent company or companies.

Insolvency. 12.01 For the purpose of this Agreement, THE COMPANY or THE REINSURER shall be deemed “insolvent” if one or more of the following occurs: a. A court-appointed receiver, trustee, custodian, conservator, liquidator, government official or similar officer takes possession of the property or assets of either THE COMPANY or THE REINSURER; or b. Either THE COMPANY or THE REINSURER is placed in receivership, rehabilitation, liquidation, conservation, bankruptcy or similar status pursuant to the laws of any state or of the United States; or c. Either THE COMPANY or THE REINSURER becomes subject to an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the domicile of THE COMPANY or THE REINSURER, as the case may be. In the event of the insolvency of the CompanyTHE COMPANY, all reinsurance ceded, renewed or otherwise becoming effective under this reinsurance Agreement shall be payable by THE REINSURER directly to the Company THE COMPANY or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of THE COMPANY under the Company contract or contracts reinsured without diminution because of the insolvency of THE COMPANY. It is understood, however, that in the Company event of the insolvency of THE COMPANY, the liquidator or because the liquidator, receiver, conservator receiver or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating THE COMPANY on the policy or bond reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivershipinsolvency proceeding, and that during the pendency of such claim, the Reinsurer THE REINSURER may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Company THE COMPANY or its liquidator, receiver, conservator is liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in In the event of the insolvency of THE REINSURER, THE REINSURER will be bound by any legal directions imposed by its liquidator, conservator, or statutory successor. However, and if not in conflict with such legal directions, THE COMPANY shall have the Company, the reinsurance under right to cancel this Agreement with respect to occurrences taking place on or after the date THE REINSURER first evidences insolvency. Such right to cancel shall be payable directly exercised by providing THE REINSURER (or its liquidator, conservator, receiver or statutory successor) with a written notice of THE COMPANY’s intent to recapture ceded business. If THE COMPANY exercises such right to cancel and recapture ceded business, such election shall be made without any premature recapture fee. Upon such election, THE COMPANY would still be liable for any unpaid premium and responsible to report the Reinsurer pendency of any claim with an effective date prior to the Company or to date of recapture. THE REINSURER, its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer successor shall be liable for all claims incurred prior to the payees under such policies and in substitution for date of recapture. THE REINSURER, its liquidator, receiver or statutory successor will also pay THE COMPANY the obligation unearned reinsurance premium within 30 days following the date of the Company to such payeesrecapture.

Insolvency. 12.01 For the purpose of this Agreement, THE COMPANY or THE REINSURER shall be deemed "insolvent" if it does one or more of the following occurs: a. A court-appointed receiver, trustee, custodian, conservator, liquidator, government official or similar officer takes possession of the property or assets of either THE COMPANY or THE REINSURER; or b. Either THE COMPANY or THE REINSURER is placed in receivership, rehabilitation, liquidation, conservation, bankruptcy or similar status pursuant to the laws of any state or of the United States; or c. Either THE COMPANY or THE REINSURER becomes subject to an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the domicile of THE COMPANY or THE REINSURER, as the case may be. In the event of the insolvency of the CompanyTHE COMPANY, all claims payable under this reinsurance Agreement shall be payable by THE REINSURER directly to the Company THE COMPANY or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of THE COMPANY under the Company contract or contracts reinsured without diminution because of the insolvency of THE COMPANY. It is understood, however, that in the Company event of the insolvency of THE COMPANY, the liquidator or because the liquidator, receiver, conservator receiver or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating THE COMPANY on the policy or bond reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivershipinsolvency proceeding, and that during the pendency of such claim, the Reinsurer claim THE REINSURER may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Company THE COMPANY or its liquidator, receiver, conservator is liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer THE REINSURER shall be chargeable, subject to the approval of the Courtcourt approval, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 Where two or more reinsurers are involved THE COMPANY in the same proportion as would have been in effect had the claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned been adjudicated in accordance with the terms provisions set forth in the "Claim Expense" provision of the treaty. In the event THE REINSURER is deemed insolvent, THE REINSURER will be bound by any legal directions imposed by its liquidator, conservator, or statutory successor. However, and if not in conflict with such legal directions, THE COMPANY shall have the right to cancel this Agreement as though such expense had been incurred by with respect to occurrences taking place on or after the Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement date THE REINSURER first evidences insolvency. Such right to cancel shall be payable directly exercised by providing THE REINSURER (or its liquidator, conservator, receiver or statutory successor) with a written notice of THE COMPANY's intent to recapture ceded business. If THE COMPANY exercises such right to cancel and recapture ceded business, such election shall be in lieu of any premature recapture fee. Upon such election, THE COMPANY would still be liable for any unpaid premium and responsible to report the Reinsurer pendency of any claim with an effective date prior to the Company or to date of recapture. THE REINSURER, its liquidator, receiver or statutory successorsuccessor shall be liable for all claims incurred prior to the date of recapture. THE REINSURER, except (i) as provided by applicable lawits liquidator, (ii) where receiver or statutory successor will also pay THE COMPANY the Agreement specifically provides another payee unearned reinsurance premium within 30 days following the date of such reinsurance recapture. If at any point in the event future during the term of this Agreement, THE REINSURER is deemed insolvent, THE COMPANY's right of recapture in Section 21 of this Agreement will be triggered unless THE REINSURER elects to, and does, provide, on a timely basis, security in the insolvency form of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and Assets in substitution Trust for the obligation benefit of THE COMPANY. If THE REINSURER elects to furnish security in the Company form of Assets in Trust to such payeesavoid THE COMPANY's right of recapture under Section 21 of this Agreement, the trust must meet the requirements set forth in Sections 16 of Schedule A attached hereto.

Insolvency. 12.01 18.01 In the event of insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 18.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company (indicating the policy or bond reinsured Policy reinsured), which claim would involve a possible liability on the part of the Reinsurer Reinsurer, within thirty (30) days after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 18.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 12.04 18.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company Company, and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation of the Company to such payees.

Insolvency. 12.01 In the event (a) All rights and licenses granted under or pursuant to this Agreement by SANGAMO to BAXT▇▇ ▇▇▇, for all purposes of insolvency Section 365(n) of Title 11 of the CompanyUnited Sates Code (together with its foreign equivalents, the "Insolvency Statute"), licenses of rights to "intellectual property" as defined in the Insolvency Statute. If an Insolvency Statute case is commenced by or against SANGAMO, 40 and this reinsurance Agreement is rejected by SANGAMO (in any capacity, including debtor-in-possession, its successors, assigns, or an Insolvency Statute trustee), then notwithstanding such rejection BAXT▇▇ ▇▇▇ll retain all of its rights, benefits, licenses, protections and privileges under this Agreement and shall be payable directly entitled to all of the rights, benefits and protections of a licensee under the Insolvency Statute. BAXT▇▇ ▇▇▇l have the right and ability to cure any and all defaults by SANGAMO under this Agreement and to take any other actions to oppose a rejection pursuant to the Company or Insolvency Statute of this Agreement, and to its liquidatorcontract directly with third parties, receiverif any, conservator or statutory successor on involved in contracted arrangements with SANGAMO with respect to performance of this Agreement. SANGAMO shall, upon written request of BAXT▇▇, ▇▇ovide BAXT▇▇ ▇▇▇h complete access to all Patent Rights, Technology, Inventions Patents and Inventions solely to the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 It is agreedextent necessary for BAXT▇▇ ▇▇ perform SANGAMO's obligations under this Agreement; provided, however, that the liquidatorsuch rights of access shall only be exercisable if SANGAMO fails to perform its obligations under this Agreement substantially as contemplated herein. All rights, receiverpowers and remedies of BAXT▇▇ ▇▇▇vided herein are in addition to and not in substitution for any and all other rights, conservator powers and remedies now or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days after such claim is filed in the insolvency, conservation or liquidated proceeding hereafter existing at law or in the receivershipequity (including, and that during the pendency of such claimwithout limitation, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, Insolvency Statute) in the event of the insolvency commencement of the Companyan Insolvency Statute case by or against SANGAMO, the reinsurance under this Agreement shall and BAXT▇▇ ▇▇▇ll be payable directly by the Reinsurer entitled to the Company exercise all other such rights and powers and resort to all other such remedies as may now or to its liquidator, receiver hereafter exist at law or statutory successor, except in equity in such event. (ib) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in In the event of the insolvency a rejection in bankruptcy of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer this Agreement by SANGAMO pursuant to the payees under such policies Insolvency Statute, then, in place of SANGAMO, Baxt▇▇ ▇▇▇ll itself have the right to design, assemble and in substitution characterize (or cause to be designed, assembled or characterized) one or more zinc finger DNA binding proteins for the obligation activation of VEGF or VEGF receptors for the Company treatment or prevention of ischemic cardiovascular and vascular disease in humans, in addition to such payees.those developed under the Sponsored Research, and any zinc finger DNA binding protein and/or the nucleic acid that encodes therefor; provided, however, that the

Insolvency. 12.01 A. If more than one reinsured company is referenced within the definition of “Ceding Company” in the preamble, this Article XI shall apply severally to each such company. Further, this Article XI and the Laws of the jurisdiction of domicile shall apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article XI and the Laws of the jurisdiction of domicile of any company covered hereunder, that jurisdiction’s Laws shall prevail. B. In the event of the insolvency of the Ceding Company, this reinsurance hereunder (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable Law) shall be payable directly to the Company Ceding Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (i) on the basis of the liability Liability of the Company Ceding Company, or (ii) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable Law, without diminution because of the insolvency of the Ceding Company or because the liquidator, receiver, conservator or statutory successor of the Ceding Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Ceding Company shall give written notice to the Reinsurer of the pendency of a claim against the Ceding Company indicating the policy or bond reinsured Policy reinsured, which claim would involve a possible liability Liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Ceding Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. 12.03 C. Where two (2) or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. 12.04 It is further understood and agreed thatD. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable as set forth herein by the Reinsurer to the Ceding Company or to its liquidator, receiver, conservator or statutory successor, (except as provided by Section 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (i) where the contract specifically provides another payee in the event of the insolvency of the Ceding Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Ceding Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Ceding Company to such payees. Then, and in that event only, the Ceding Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Financial Services of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy.

Insolvency. 12.01 9.01 In the event of insolvency of the Company’s insolvency and the appointment of a conservator, this reinsurance liquidator, or statutory successor, the portion of any risk or obligation assumed by the Reinsurer shall be payable directly to the Company or to its conservator, liquidator, receiver, conservator or statutory successor on the basis of the liability of claims allowed against the Company without diminution because by any court of the insolvency of the Company competent jurisdiction or because the by any conservator, liquidator, receiver, conservator or statutory successor of the Company having authority to allow such claims, without diminution because of that insolvency, or because the conservator, liquidator, or statutory successor has failed to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company or to its conservator, liquidator, or statutory successor. 12.02 It is agreed9.02 In the event of the Company’s insolvency, howeverthe conservator, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond on any policies reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claim, the filed. The Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that which it may deem available to the Company or its conservator, liquidator, receiver, conservator or statutory successor. . 9.03 The expense thus expenses incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company in conservation or liquidation, solely as a result of the defense undertaken by the Reinsurer. 12.03 . Where two or more reinsurers Reinsurers are involved in the same claim and a majority in interest elect to interpose a defense or defenses to such this claim, the expense shall be apportioned in accordance with the terms of this Agreement shared as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 12.01 In The Reinsurer agrees that all reinsurance under this Agreement shall be payable by the event Reinsurer on the basis of insolvency the liability of the Company under each policy reinsured under this Agreement without diminution because of the Insolvency of the Company, this and the Reinsurer assumes liability for such reinsurance as of the effective dates of such policies. Any such payments by the Reinsurer shall be payable made directly to the Company or to its liquidator, receiver, conservator or statutory successor on successor, or to another party as may be duly authorized by such liquidator, receiver or statutory successor. In the basis event of the liability Insolvency of the Company without diminution because of the insolvency of the Company or because Company, the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 It is agreed, however, that the liquidator, receiver, conservator receiver or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of that a claim is pending against the Company indicating with respect to the policy or bond reinsured which claim would involve Policies within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in Insolvency proceedings. While the receivership, and that during the pendency of such claimclaim is pending, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the Company as part of the expense expenses of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 . Where two or more reinsurers are involved in the same claim and a majority in of interest elect elects to interpose defense to such defend a claim, the expense shall will be apportioned in accordance with the terms of this Agreement as though such if the expense had been incurred by the Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 12.01 In the event of insolvency of the Company, this This reinsurance shall be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Reinsurer on the basis of the liability of the Company reinsured Company(ies) under Bonds reinsured hereunder without diminution diminution, because of the insolvency of one or more than one of the Company 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 Company has failed to pay all or a portion of any claims. 12.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company Company(ies) shall give written notice to the Reinsurer of the pendency of a claim filed against the Company indicating the policy or bond reinsured which claim would involve a possible liability Company(ies) on the part of the Reinsurer Bond or Bonds reinsured within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during insolvency proceeding. During the pendency of such claim, claim the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that which it may deem doom available to the Company Company(ies) or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The expense expenses thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the Company 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 Company Company(ies) solely as a result of the defense so undertaken by the Reinsurer. 12.03 Where two . Should one or more reinsurers are involved in than one of the same claim and Companies go into liquidation or should a majority in interest elect to interpose defense to such claimreceiver be appointed, the expense Reinsurer shall be apportioned in accordance with entitled to deduct from any sums which may be or may become due to the terms of this Agreement as though such expense had been incurred Company(ies) any sums which are due to the Reinsurer by the Company. 12.04 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 CompanyCompanies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company Company(ies) or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (iia) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iiiCompany(ies) or b) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Bond obligations of the Company Company(ies) as direct obligations of the Reinsurer to the payees under such policies Bonds and in substitution for the obligation obligations of the Company 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. 12.01 A. If more than one reinsured company is referenced within the definition of “Company” in the Preamble to this Contract, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 C. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the Company. 12.04 It is further understood and agreed thatD. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, except or except (i) as provided by applicable law, (ii1) where the Agreement Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 12.01 In the event of insolvency of the Company, A. The reinsurance under this reinsurance Agreement shall be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Reinsurer on the basis of the liability of the Company under any policy or policies reinsured hereunder without diminution because of the insolvency of the Company or because Company. B. In the event of the insolvency of the Company, the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 It is agreed, however, that the liquidator, receiver, conservator receiver or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating on the policy or bond policies reinsured which claim would involve hereunder within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during insolvency proceedings. During the pendency of such claim, claim the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that which it may deem available to the Company or its liquidator, receiver, conservator receiver or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the Company as part of the expense of conservation or liquidation to the extent of a pro pro-rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 C. Where two or more reinsurers Reinsurers are involved in the same claim and a majority in interest elect elects to interpose a defense to such claim, the expense so incurred shall be apportioned in accordance with the terms of this Agreement agreement as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in D. In the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer directly to the Company or to its liquidator, receiver receiver, or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 12.01 A. In the event of the insolvency of one or more of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 12.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Companycompany. 12.04 C. It is further understood and agreed that, in the event of the insolvency of one or more of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and company or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company company to such payees.. (▇▇▇▇▇▇▇▇ LOGO)

Insolvency. 12.01 A. If more than one company is referenced within the definition of “Company” in the Preamble to this Contract, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance coverage (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may Effective: June 1, 2021 DOC: July 8, 2021 deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 C. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 12.01 A. In the event of the insolvency of the CompanyCOMPANY, this reinsurance shall be payable directly to the Company COMPANY or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company COMPANY without diminution because of the insolvency of the Company COMPANY or because the liquidator, receiver, conservator or statutory successor of the Company COMPANY has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company COMPANY shall give written notice to the Reinsurer REINSURER of the pendency of a claim against the Company COMPANY indicating the policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer REINSURER within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation conversation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer REINSURER may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Company COMPANY or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer REINSURER shall be chargeable, subject to the approval of the Courtcourt, against the Company COMPANY as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company COMPANY solely as a result of the defense undertaken by the ReinsurerREINSURER. 12.03 B. Where two or more reinsurers REINSURERS are involved in the same claim and a majority in interest elect to interpose defense to such claimclaims, the expense shall be apportioned in accordance with the terms of this Agreement the reinsurance contract as though such expense had been incurred by the CompanyCOMPANY. 12.04 It is further understood C. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable as set forth above by the REINSURER to the COMPANY or to its liquidator, receiver, conservator or statutory successor (except as provided by Sections 4118(a)(I)(A) and agreed that, 1114-C- of the New York Insurance Law or) except (I) where the AGREEMENT specifically provides another payee in the event of the insolvency of the CompanyCOMPANY, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, and (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer REINSURER, with the consent of the direct insured or insureds has insureds, have assumed such policy obligations of the Company COMPANY as direct obligations of the Reinsurer REINSURER to the payees under such policies and in substitution for the obligation obligations of the Company COMPANY to such payees. Then, and in that event only, the COMPANY, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Insurance of the State of New York, is entirely released from its obligation and the REINSURER pays any loss directly to payees under such policy.

Insolvency. 12.01 In the event of insolvency of the Company, this This reinsurance shall be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Reinsurer on the basis of the liability of the Company reinsured Company(ies) under Bonds reinsured hereunder without diminution diminution, because of the insolvency of one or more than one of the Company 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 Company has failed to pay all or a portion of any claims. 12.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company Company(ies) shall give written notice to the Reinsurer of the pendency of a claim filed against the Company indicating the policy or bond reinsured which claim would involve a possible liability Company(ies) on the part of the Reinsurer Bond or Bonds reinsured within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during insolvency proceeding. During the pendency of such claim, claim the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that which it may deem doom available to the Company Company(ies) or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The expense expenses thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the Company 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 Company Company(ies) solely as a result of the defense so undertaken by the Reinsurer. 12.03 Where two . Should one or more reinsurers are involved in than one of the same claim and Companies go into liquidation of should a majority in interest elect to interpose defense to such claimreceiver be appointed, the expense Reinsurer shall be apportioned in accordance with entitled to deduct from any sums which may be or may become due to the terms of this Agreement as though such expense had been incurred Company(ies) any sums which are due to the Reinsurer by the Company. 12.04 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 CompanyCompanies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company Company(ies) or to its Its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (iia) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company Company(ies) and (iiib) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Bond obligations of the Company Company(ies) as direct obligations of the Reinsurer to the payees under such policies Bonds and in substitution for the obligation obligations of the Company 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. 12.01 1. In the event of insolvency (i) the insolvency, (ii) a finding by the commissioner that conditions set forth in subdivision (d) or (i) of California Insurance Code Section 1011, (iii) a Regulatory Action Level Event as defined in California Insurance Code Section 739.4, or (iv) any other event which permits the appointment of a liquidator, receiver, conservator or statutory successor has occurred with respect to the Applicable Company, and the appointment of a liquidator, receiver, conservator or statutory successor of any Applicable Company, this reinsurance shall be payable directly to the Company such Applicable Company, or to its liquidator, receiver, conservator or statutory successor successor, on the basis of claims allowed against the liability insolvent Applicable Company by any court of competent jurisdiction or by any liquidator, receiver, conservator or statutory successor of the Applicable Company having authority to allow those claims, without diminution because of the insolvency or events describe in subsections (ii) through (iv), above, of the Applicable Company or because the liquidator, receiver, conservator or statutory successor of the Applicable Company has failed to pay all or a portion of any claims. 12.02 claim. Payments by the reinsurer shall be made directly to the ceding insurer or to its liquidator, receiver, conservator or statutory successor, except where the contract of insurance or reinsurance specifically provides another payee of such reinsurance in the event of the insolvency or events describe in subsections (ii) through (iv), above, of the Applicable Company. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Applicable Company shall will give written notice to the Reinsurer of the pendency of a claim Claim against the Applicable Company indicating the policy or bond reinsured Eligible Policy reinsured, which claim Claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim Claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claimClaim, the Reinsurer may investigate such claims Claim and interpose, at its own expense, in the proceeding where such claim Claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Applicable Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, payable subject to the court approval out of the Court, against estate of the insolvent Applicable Company as part of the expense of conservation or liquidation to the extent of a pro rata proportionate share of the benefit which may accrue to the Company ceding insurer in conservation or liquidation, solely as a result of the defense undertaken by the Reinsurer. 12.03 2. Where two or more reinsurers are involved in the same claim Claim and a majority in interest elect to interpose defense to such claimClaim, the expense shall will be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Applicable Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 12.01 In the event of insolvency of the Company, this This reinsurance shall be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Reinsurer on the basis of the liability of the Company reinsured Company(ies) under Bonds reinsured hereunder without diminution diminution, because of the insolvency of one or more than one of the Company 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 Company has failed to pay all or a portion of any claims. 12.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company Company(ies) shall give written notice to the Reinsurer of the pendency of a claim filed against the Company indicating the policy or bond reinsured which claim would involve a possible liability Company(ies) on the part of the Reinsurer Bond or Bonds reinsured within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during insolvency proceeding. During the pendency of such claim, claim the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that which it may deem available to the Company Company(ies) or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The expense expenses thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the Company 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 Company Company(ies) solely as a result of the defense so undertaken by the Reinsurer. 12.03 Where two . Should one or more reinsurers are involved in than one of the same claim and Companies go into liquidation or should a majority in interest elect to interpose defense to such claimreceiver be appointed, the expense Reinsurer shall be apportioned in accordance with entitled to deduct from any sums which may be or may become due to the terms of this Agreement as though such expense had been incurred Company(ies) any sums which are due to the Reinsurer by the Company. 12.04 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 CompanyCompanies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company Company(ies) or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (iia) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iiiCompany(ies) or b) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Bond obligations of the Company Company(ies) as direct obligations of the Reinsurer to the payees under such policies Bonds and in substitution for the obligation obligations of the Company 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. 12.01 In (a) This Agreement will be applicable both before and after the event commencement of insolvency any Insolvency or Liquidation Proceeding by or against any Grantor. The relative rights, as provided for in this Agreement, will continue after the commencement of any such Insolvency or Liquidation Proceeding on the same basis as prior to the date of the Companycommencement of any such case, as provided in this reinsurance Agreement. (b) The Collateral Trustee (on behalf of the First-Out Secured Parties) and each First-Out Authorized Representative, for itself and on behalf of the First-Out Secured Parties, and the Collateral Trustee and the Last-Out Authorized Representatives (each on behalf of the Last-Out Secured Parties) agrees that because of, among other things, their differing rights to payment of the proceeds of the Collateral, the First-Out Obligations are fundamentally different from the Last-Out Obligations, are not substantially similar to the Last-Out Obligations within the meaning of Bankruptcy Code Section 1122(a), and must be separately classified from the Last-Out Obligations in any plan of reorganization proposed, confirmed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First-Out Secured Parties and the Last-Out Secured Parties in respect of the Collateral constitute only one secured claim or are properly classified in one class (rather than separate claims or classes of secured claims), then each of the Last-Out Secured Parties hereby acknowledges and agrees that all distributions shall be payable directly made in accordance with Section 3.4 of this Agreement and the First-Out Secured Parties shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Collateral in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees, costs, expenses, premiums, and other charges, irrespective of whether a claim for such amounts is allowed or allowable in such Insolvency or Liquidation Proceeding, before any distribution from, or in respect of, any Collateral is made in respect of the claims held by the Last-Out Secured Parties, with the Collateral Trustee and their applicable Last-Out Authorized Representative (each on behalf of the Last-Out Secured Parties) and the Last-Out Secured Parties acknowledging and agreeing to turn over to the Company First-Out Secured Parties amounts otherwise received or receivable by them to its liquidatorthe extent necessary to effectuate the intent of this section and this Agreement, receivereven if such turnover has the effect of reducing the claim or recovery of the Last-Out Secured Parties. (c) None of any Last-Out Authorized Representatives or any other Last-Out Secured Party (whether in the capacity of a secured creditor or an unsecured creditor) shall propose, conservator vote in favor of, or statutory successor otherwise directly or indirectly support any plan of reorganization that is inconsistent with the priorities or other provisions of this Agreement (including but not limited to Sections 7.20 and 3.4), other than (i) if such a plan classifies the claims held by the Last-Out Secured Parties with the claims held by the First-Out Secured Parties and such plan provides for treatment that, taking into account the turnover obligations under Section 7.20(b), would provide for the Discharge of First-Out Obligations on the basis effective date of such plan (or as soon thereafter as is reasonably practicable under the circumstances), or (ii) with the prior written consent of the liability of the Company without diminution because of the insolvency of the Company or because the liquidatorFirst-Out Authorized Representatives. Furthermore, receiver, conservator or statutory successor of the Company has failed to pay all or a portion none of any claimsLast-Out Authorized Representative or any other Last-Out Secured Party (whether in the capacity of a secured creditor or an unsecured creditor) shall object to or contest (or support any other party in objection or contesting) a plan of reorganization or other dispositive restructuring plan on the grounds that the First-Out Obligations and Last-Out Obligations are classified separately. 12.02 It is agreed(d) Each Last-Out Authorized Representative, howeverfor itself and on behalf of each other Last-Out Secured Party, agrees that the liquidator(A) no Last-Out Authorized Representative nor any other Last-Out Secured Party will object to, receiveroppose or contest (or join with or support any third party objecting to, conservator opposing or statutory successor contesting) (i) any request by any First-Out Authorized Representative or any other First-Out Secured Party for adequate protection, including for payment of the Company shall give written notice post-petition interest, or (ii) any objection by any First-Out Authorized Representative or any other First-Out Secured Party to the Reinsurer of the pendency of a claim against the Company indicating the policy any motion, relief, action or bond reinsured which claim would involve a possible liability proceeding based on the part First-Out Authorized Representative or First-Out Secured Parties claiming a lack of adequate protection; and (B) the Reinsurer within thirty (30) days after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims and interpose, at its own expenseLast-Out Secured Parties will seek relief granting adequate protection, in the proceeding where such claim is to be adjudicated, any defense case of liens or defenses that it may deem available claims granted as adequate protection only to the Company or its liquidatorextent such protection is subordinate to, receiverand subordinate to matching adequate protection in favor of, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval claims of the CourtFirst-Out Secured Parties. (e) Each Last-Out Authorized Representative, against the Company as part for itself and on behalf of the expense each other Last-Out Secured Party, agrees that neither such Last-Out Authorized Representative nor any other Last-Out Secured Party shall oppose or seek to challenge any claim by any First-Out Authorized Representative or any other First-Out Secured Party for allowance or payment in any Insolvency or Liquidation Proceeding of conservation First-Out Obligations consisting of post-petition interest or liquidation cash collateralization of all letters of credit to the extent of a pro rata share the value of the benefit which may accrue Liens securing the First-Out Obligations (it being understood that such value will be determined without regard to the Company solely as a result existence of the defense undertaken by the ReinsurerLast-Out Obligations). 12.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. 12.01 A. In the event of the insolvency of one or both of the Companyreinsured companies, this reinsurance shall be payable directly to the Company company or to its liquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the liability of the Company company without diminution because of the insolvency of the Company company or because the liquidator, receiver, conservator or statutory successor of the Company company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company company shall give written notice to the Reinsurer of the pendency of a claim against the Company company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Companycompany. 12.04 C. It is further understood and agreed that, in the event of the insolvency of one or both of the Companyreinsured companies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company company or to its liquidator, receiver receiver, conservator or statutory successor, except (i) as provided by applicable law, (iiSection 4118(a) where of the Agreement New York Insurance Law or except: 1. Where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where company; or 2. Where the Reinsurer with the consent of the direct insured or insureds has assumed such policy bond obligations of the Company company as direct obligations of the Reinsurer to the payees under such policies bonds and in substitution for the obligation obligations of the Company company to such payees. Prior to implementation of a novation mentioned in this subparagraph, the certificate of assumption on New York risks shall be approved by the Superintendent of the State of New York.

Insolvency. 12.01 For the purpose of this Agreement, THE COMPANY or THE REINSURER shall be deemed “insolvent” if one or more of the following occurs: a. A court-appointed receiver, trustee, custodian, conservator, liquidator, government official or similar officer takes possession of the property or assets of either THE COMPANY or THE REINSURER; or b. Either THE COMPANY or THE REINSURER is placed in receivership, rehabilitation, liquidation, conservation, bankruptcy or similar status pursuant to the laws of any state or of the United States; or c. Either THE COMPANY or THE REINSURER becomes subject to an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the domicile of THE COMPANY or THE REINSURER, as the case may be. In the event of the insolvency of the CompanyTHE COMPANY, all reinsurance ceded, renewed or otherwise becoming effective under this reinsurance Agreement shall be payable by THE REINSURER directly to the Company THE COMPANY or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of THE Y-UL/VUL II – 2005 – RGA - PICA COMPANY under the Company contract or contracts reinsured without diminution because of the insolvency of THE COMPANY. It is understood, however, that in the Company event of the insolvency of THE COMPANY, the liquidator or because the liquidator, receiver, conservator receiver or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating THE COMPANY on the policy or bond reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivershipinsolvency proceeding, and that during the pendency of such claim, the Reinsurer claim THE REINSURER may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to THE COMPANY or is liquidator or receiver or statutory successor. In the Company event THE REINSURER is deemed insolvent, THE REINSURER will be bound by any legal directions imposed by its liquidator, conservator, or statutory successor. However, and if not in conflict with such legal directions, THE COMPANY shall have the right to cancel this Agreement with respect to occurrences taking place on or after the date THE REINSURER first evidences insolvency. Such right to cancel shall be exercised by providing THE REINSURER (or its liquidator, receiverconservator, conservator receiver or statutory successor) with a written notice of THE COMPANY’s intent to recapture ceded business. The expense thus incurred by the Reinsurer If THE COMPANY exercises such right to cancel and recapture ceded business, such election shall be chargeablein lieu of any premature recapture fee. Upon such election, subject THE COMPANY would still be liable for any unpaid premium and responsible to report the pendency of any claim with an effective date prior to the approval date of the Courtrecapture. THE REINSURER, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer successor shall be liable for all claims incurred prior to the payees under such policies and in substitution for date of recapture. THE REINSURER, its liquidator, receiver or statutory successor will also pay THE COMPANY the obligation unearned reinsurance premium within 30 days following the date of the Company to such payeesrecapture.

Insolvency. 12.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its 21\F7V1140 Schedule B liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 B. Where two or more reinsurers Subscribing Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Company. 12.04 C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 12.01 A. If more than one reinsured company is referenced within the definition of “Company” in the Preamble to this Contract, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer.. Effective: October 1, 2010 U4VT0004 21 of 36 DOC: December 23, 2010 12.03 C. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the Company. 12.04 It is further understood and agreed thatD. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, (except (i) as provided by applicable lawSection 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (ii1) where the Agreement Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Insurance of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy. E. Notwithstanding the above, in the event of insolvency of those reinsured companies domiciled in the State of Illinois, the Reinsurer under this Contract shall have rights, as more fully set forth in Section 173.2, 173.3, and 173.4 of Illinois Insurance Code, as amended.

Insolvency. 12.01 For the purpose of this Agreement, THE COMPANY or THE REINSURER shall be deemed “insolvent” if one or more of the following occurs: a. A court-appointed receiver, trustee, custodian, conservator, liquidator, government official or similar officer takes possession of the property or assets of either THE COMPANY or THE REINSURER; or b. Either THE COMPANY or THE REINSURER is placed in receivership, rehabilitation, liquidation, conservation, bankruptcy or similar status pursuant to the laws of any state or of the United States; or c. Either THE COMPANY or THE REINSURER becomes subject to an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the domicile of THE COMPANY or THE REINSURER, as the case may be. In the event of the insolvency of the CompanyTHE COMPANY, all reinsurance ceded, renewed or otherwise becoming effective under this reinsurance Agreement shall be payable by THE REINSURER directly to the Company THE COMPANY or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of THE COMPANY under the Company contract or contracts reinsured without diminution because of the insolvency of THE COMPANY. It is understood, however, that in the Company event of the insolvency of THE COMPANY, the liquidator or because the liquidator, receiver, conservator receiver or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating THE COMPANY on the policy or bond reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivershipinsolvency proceeding, and that during the pendency of such claim, the Reinsurer claim THE REINSURER may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that which it may deem available to the Company THE COMPANY or its liquidator, receiver, conservator is liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 12.04 It is further understood and agreed that, in In the event of the insolvency of THE REINSURER, THE REINSURER will be bound by any legal directions imposed by its liquidator, conservator, or statutory successor. However, and if not in conflict with such legal directions, THE COMPANY shall have the Company, the reinsurance under right to cancel this Agreement with respect to occurrences taking place on or after the date THE REINSURER first evidences insolvency. Such right to cancel shall be payable directly exercised by providing THE REINSURER (or its liquidator, conservator, receiver or statutory successor) with a written notice of THE COMPANY’s intent to recapture ceded business. If THE COMPANY exercises such right to cancel and recapture ceded business, such election shall be made without any premature recapture fee. Upon such election, THE COMPANY would still be liable for any unpaid premium and responsible to report the Reinsurer pendency of any claim with an effective date prior to the Company or to date of recapture. THE REINSURER, its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer successor shall be liable for all claims incurred prior to the payees under such policies and in substitution for date of recapture. THE REINSURER, its liquidator, receiver or statutory successor will also pay THE COMPANY the obligation unearned reinsurance premium within 30 days following the date of the Company to such payeesrecapture.

Insolvency. 12.01 In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor immediately upon demand, with reasonable provision for verification, on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company company solely as a result of the defense undertaken by the Reinsurer. 12.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company. 12.04 . It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (iia) where the this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iiib) where the Reinsurer with the consent of and in accordance with all of the requirements of the Insurance Department of the Company's state of domicile and the direct insured or insureds insured has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees. The Reinsurer shall be liable only for the amounts reinsured and shall not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement.

Insolvency. 12.01 A. If more than one reinsured company is referenced within the definition of “Company” in the Preamble to this Contract, this Article shall apply severally to each such company. Further, this Article and the laws of the domiciliary state shall apply in the event of the insolvency of any company covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Company, this reinsurance (or the portion of any risk or obligation assumed by the Reinsurer, if required by applicable law) shall be payable directly to the Company Company, or to its liquidator, receiver, conservator or statutory successor successor, either: (1) on the basis of the liability of the Company Company, or (2) on the basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy Policy or bond reinsured reinsured, which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which that may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 C. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement reinsurance Contract as though such expense had been incurred by the Company. 12.04 It is further understood and agreed thatD. As to all reinsurance made, in the event of the insolvency of the Companyceded, renewed or otherwise becoming effective under this Contract, the reinsurance under this Agreement shall be payable directly as set forth above by the Reinsurer to the Company or to its liquidator, receiver receiver, conservator or statutory successor, (except (i) as provided by applicable lawSection 4118(a)(1)(A) of the New York Insurance Law, provided the conditions of 1114(c) of such law have been met, if New York law applies) or except (ii1) where the Agreement Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and Company, or (iii2) where the Reinsurer Reinsurer, with the consent of the direct insured or insureds insureds, has assumed such policy Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies Policies and in substitution for the obligation obligations of the Company to such payees. Then, and in that event only, the Company, with the prior approval of the certificate of assumption on New York risks by the Superintendent of Insurance of the State of New York, or with the prior approval of such other regulatory authority as may be applicable, is entirely released from its obligation and the Reinsurer shall pay any loss directly to payees under such Policy. E. Notwithstanding the above, in the event of insolvency of those reinsured companies domiciled in the State of Illinois, the Reinsurer under this Contract shall have rights, as more fully set forth in Section 173.2, 173.3, and 173.4 of Illinois Insurance Code, as amended.

Insolvency. 12.01 A. In the event of the insolvency of the Company, this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that it may deem available to the Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the 20\F7V1101Page 15 Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 12.03 B. Where two or more reinsurers Subscribing Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement Contract as though such expense had been incurred by the Company. 12.04 C. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, Section 4118(a) of the New York Insurance Law or except (ii1) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and or (iii2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation obligations of the Company to such payees.

Insolvency. 12.01 In the event of the insolvency of the Ceding Company, this as determined by the regulatory agency responsible for such determination, all reinsurance shall will be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Reinsurer on the basis of the liability of the Ceding Company under the Business Reinsured hereunder directly to the liquidator, receiver or statutory successor of the Ceding Company, without diminution because of the insolvency of the Company or because Ceding Company. 12.02 In the event of the insolvency of the Ceding Company, the liquidator, receiver, conservator receiver or statutory successor of the Company has failed to pay all or a portion of any claims. 12.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall will give written notice to the Reinsurer of the pendency of a claim all pending claims against the Ceding Company indicating the policy or bond on any policies reinsured which claim would involve within a possible liability on the part of the Reinsurer within thirty (30) days reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of such claiminsolvency proceeding. While a claim is pending, the Reinsurer may investigate such claims and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that which it may deem available to the Ceding Company or its liquidator, receiver, conservator receiver or statutory successor. . 12.03 The expense thus expenses incurred by the Reinsurer shall will be chargeable, subject to the approval of the Courtcourt approval, against the Ceding Company as part of the expense of conservation or liquidation the insolvent Ceding Company to the extent of a pro rata proportionate share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. 12.03 . Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense shall will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. 12.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this . Principal First Reinsurance Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Between Hartford Life Insurance Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.Swiss Re Life & Health America Inc. Effective July 24, 2008 <Page>

Insolvency. 12.01 In the event of insolvency of the Company, this This reinsurance shall be payable directly to by the Company or to its liquidator, receiver, conservator or statutory successor Reinsurer on the basis of the liability of the Company reinsured Company(ies) under Bonds reinsured hereunder without diminution diminution, because of the insolvency of one or more than one of the Company 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 Company has failed to pay all or a portion of any claims. 12.02 It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company Company(ies) shall give written notice to the Reinsurer of the pendency of a claim filed against the Company indicating the policy or bond reinsured which claim would involve a possible liability Company(ies) on the part of the Reinsurer Bond or Bonds reinsured within thirty (30) days a reasonable time after such claim is filed in the insolvency, conservation or liquidated proceeding or in the receivership, and that during insolvency proceeding. During the pendency of such claim, claim the Reinsurer may investigate such claims claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses that which it may deem doom available to the Company Company(ies) or its liquidator, receiver, conservator liquidator or receiver or statutory successor. The expense expenses thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Courtcourt approval, against the Company 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 Company Company(ies) solely as a result of the defense so undertaken by the Reinsurer. 12.03 Where two . Should one or more reinsurers are involved in than one of the same claim and Companies go into liquidation of should a majority in interest elect to interpose defense to such claimreceiver be appointed, the expense Reinsurer shall be apportioned in accordance with entitled to deduct from any sums which may be or may become due to the terms of this Agreement as though such expense had been incurred Company(ies) any sums which are due to the Reinsurer by the Company. 12.04 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 CompanyCompanies, the reinsurance under this Agreement Contract shall be payable directly by the Reinsurer to the Company Company(ies) or to its Its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (iia) where the Agreement this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iiiCompany(ies) or b) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy Bond obligations of the Company Company(ies) as direct obligations of the Reinsurer to the payees under such policies Bonds and in substitution for the obligation obligations of the Company 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.