MATERIAL ADVERSE EFFECT WITH
RESPECT TO THE REINSURER.
SECTION 17.04
COVENANTS OF THE REINSURER.
(A)
EXISTENCE; CONDUCT OF BUSINESS.
THE REINSURER WILL DO OR CAUSE TO
BE DONE ALL THINGS REASONABLY NECESSARY TO PRESERVE, RENEW AND KEEP IN FULL
FORCE AND EFFECT ITS LEGAL EXISTENCE AND THE RIGHTS, LICENSES, PERMITS,
PRIVILEGES AND FRANCHISES MATERIAL TO THE CONDUCT OF ITS BUSINESS.
(B)
COMPLIANCE WITH LAW.
THE REINSURER WILL COMPLY WITH ALL STATUTES,
LAWS, ORDINANCES, RULES, REGULATIONS, JUDGMENTS, DECREES, ORDERS, INJUNCTIONS,
WRITS, PERMITS, OR LICENSES OF ANY GOVERNMENTAL AUTHORITY APPLICABLE TO THE
REINSURER OR BY WHICH IT OR ITS PROPERTIES OR ASSETS IS BOUND OR SUBJECT, EXCEPT
WHERE THE FAILURE TO DO SO, INDIVIDUALLY OR IN THE AGGREGATE,
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WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE
REINSURER'S ABILITY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
ARTICLE XVIII
MISCELLANEOUS
SECTION 18.01
CURRENCY.
ALL PAYMENTS DUE UNDER THIS AGREEMENT WILL BE
MADE IN U.S. DOLLARS.
SECTION 18.02
INTEREST.
ALL AMOUNTS DUE AND PAYABLE BY THE CEDING
COMPANY OR THE REINSURER UNDER THIS AGREEMENT THAT REMAIN UNPAID FOR MORE THAN
FIFTEEN (15) CALENDAR DAYS FROM THE DATE DUE HEREUNDER WILL INCUR INTEREST FROM
THE DATE DUE HEREUNDER.
EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, SUCH
INTEREST SHALL ACCRUE AT A RATE EQUAL TO SIX PERCENT (6%), CALCULATED ON A
30/360 BASIS.
SECTION 18.03
RIGHT OF SETOFF AND RECOUPMENT.
(A)
EACH OF THE CEDING COMPANY AND THE REINSURER SHALL HAVE, AND MAY
EXERCISE AT ANY TIME AND FROM TIME TO TIME, THE RIGHT TO SETOFF OR RECOUP ANY
UNDISPUTED BALANCE OR BALANCES, WHETHER ON ACCOUNT OF REINSURANCE PREMIUMS,
ALLOWANCES, CREDITS, CLAIMS OR OTHERWISE, DUE FROM ONE PARTY TO THE OTHER UNDER
THIS AGREEMENT AND MAY SETOFF OR RECOUP SUCH BALANCE OR BALANCES AGAINST ANY
BALANCE OR BALANCES DUE TO THE FORMER FROM THE LATTER UNDER THIS AGREEMENT.
(B)
THE RIGHTS PROVIDED UNDER THIS SECTION 18.03 ARE IN ADDITION TO
ANY RIGHTS OF SETOFF THAT MAY EXIST AT COMMON LAW.
THE PARTIES' SETOFF RIGHTS
MAY BE ENFORCED NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT INCLUDING,
WITHOUT LIMITATION, THE PROVISIONS OF ARTICLE XV.
SECTION 18.04
NO THIRD PARTY BENEFICIARIES.
THIS AGREEMENT IS AN
INDEMNITY REINSURANCE AGREEMENT SOLELY BETWEEN THE CEDING COMPANY AND THE
REINSURER.
THE ACCEPTANCE OF RISKS UNDER THIS AGREEMENT BY THE REINSURER WILL
CREATE NO RIGHT OR LEGAL RELATION BETWEEN THE REINSURER AND THE INSURED, OWNER,
BENEFICIARY, OR ASSIGNEE OF ANY INSURANCE POLICY OF THE CEDING COMPANY.
IN
ADDITION, NOTHING IN THIS AGREEMENT IS INTENDED TO RELIEVE OR DISCHARGE THE
OBLIGATION OR LIABILITY OF ANY THIRD PARTY TO ANY PARTY TO THIS AGREEMENT.
SECTION 18.05
AMENDMENT.
THIS AGREEMENT MAY NOT BE CHANGED OR MODIFIED
OR IN ANY WAY AMENDED EXCEPT BY A WRITTEN INSTRUMENT DULY EXECUTED BY THE PROPER
OFFICERS OF BOTH PARTIES TO THIS AGREEMENT AND ANY CHANGE OR MODIFICATION TO
THIS AGREEMENT WILL BE NULL AND VOID UNLESS MADE BY AMENDMENT TO THIS AGREEMENT
AND DULY EXECUTED BY THE PROPER OFFICERS OF BOTH PARTIES TO THIS