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
ON THE POLICY OR POLICIES REINSURED WITHIN A REASONABLE TIME AFTER SUCH CLAIM IS
FILED IN THE INSOLVENCY PROCEEDING AND DURING THE PENDENCY OF SUCH CLAIM THE
REINSURER MAY INVESTIGATE SUCH CLAIM AND INTERPOSE, AT ITS OWN EXPENSE, IN THE
PROCEEDING WHERE SUCH CLAIM IS TO BE ADJUDICATED ANY DEFENSE OR DEFENSES 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 SUBJECT TO COURT APPROVAL AGAINST THE INSOLVENT COMPANY AS PART OF
THE EXPENSE OF LIQUIDATION TO THE EXTENT OF A PROPORTIONATE SHARE OF THE BENEFIT
WHICH MAY ACCRUE TO THE COMPANY SOLELY AS A RESULT OF THE DEFENSE UNDERTAKEN BY
THE REINSURER.
D.
WHERE TWO OR MORE REINSURERS ARE INVOLVED IN THE SAME CLAIM AND A
MAJORITY IN INTEREST ELECTS TO INTERPOSE DEFENSE TO SUCH CLAIM, THE EXPENSE
SHALL BE APPORTIONED IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AS THOUGH
SUCH EXPENSE HAD BEEN INCURRED BY THE COMPANY.
ARTICLE XX
CLAIMS COOPERATION
WHEN SO REQUESTED IN WRITING, THE COMPANY SHALL AFFORD THE REINSURER OR ITS
REPRESENTATIVES AN OPPORTUNITY TO BE ASSOCIATED WITH THE COMPANY, AT THE EXPENSE
OF THE REINSURER, IN THE DEFENSE OF ANY CLAIM, SUIT OR PROCEEDING INVOLVING THIS
REINSURANCE, AND THE COMPANY AND THE REINSURER SHALL COOPERATE IN EVERY RESPECT
IN THE DEFENSE OF SUCH CLAIM, SUIT OR PROCEEDING, PROVIDED THE COMPANY SHALL
HAVE THE RIGHT TO MAKE ANY DECISION IN THE EVENT OF DISAGREEMENT OVER ANY MATTER
OF DEFENSE OR SETTLEMENT.
17
ARTICLE XXI
CONFIDENTIALITY
A.
THE INFORMATION, DATA, STATEMENTS, REPRESENTATIONS AND OTHER
MATERIALS PROVIDED BY THE COMPANY OR THE REINSURER TO THE OTHER ARISING FROM
CONSIDERATION AND PARTICIPATION IN THIS AGREEMENT WHETHER CONTAINED IN THE
REINSURANCE SUBMISSION, THIS AGREEMENT, OR IN MATERIALS OR DISCUSSIONS ARISING
FROM OR RELATED TO THIS AGREEMENT, MAY CONTAIN CONFIDENTIAL OR PROPRIETARY
INFORMATION AS EXPRESSLY INDICATED BY THE DISCLOSING PARTY IN WRITING FROM TIME
TO TIME TO THE OTHER PARTY OF THE RESPECTIVE PARTIES ("CONFIDENTIAL
INFORMATION"). THIS CONFIDENTIAL INFORMATION IS INTENDED FOR THE SOLE USE OF THE
PARTIES TO THIS AGREEMENT (AND THEIR RETROCESSIONAIRES, RESPECTIVE AUDITORS AND
LEGAL COUNSEL) AS MAY BE NECESSARY IN ANALYZING AND/OR ACCEPTING A PARTICIPATION
IN AND/OR EXECUTING THEIR RESPECTIVE RESPONSIBILITIES UNDER OR RELATED TO THIS
AGREEMENT. DISCLOSING OR USING CONFIDENTIAL INFORMATION DISCLOSED UNDER THIS
AGREEMENT FOR ANY PURPOSE BEYOND (I) THE SCOPE OF THIS AGREEMENT, (II) THE
REASONABLE EXTENT NECESSARY TO PERFORM RIGHTS AND RESPONSIBILITIES EXPRESSLY
PROVIDED FOR UNDER THIS AGREEMENT, (III) THE REASONABLE EXTENT NECESSARY TO
ADMINISTER, REPORT TO AND EFFECT RECOVERIES FROM RETROCESSIONAL REINSURERS,
(IV) THE EXTENT NECESSARY TO COMPLY WITH LEGAL OR REGULATORY REQUIREMENTS OR