(b) In the event of non-payment of premium this Certificate may be cancelled by the Underwriter(s) by giving not less than ten days prior written notice stating when the reinsurance afforded hereby shall terminate. Proof of mailing, shall be deemed proof of notice.

10. TAXES. The Company shall be liable for taxes on premiums ceded to Underwriter(s) under this Certificate.

11. ENDORSEMENTS. The terms of this Certificate shall not be waived, amended or in any way modified unless contained in an endorsement to this Certificate, executed by a duly authorized representative of the Underwriter(s).

12. INSOLVENCY. 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 claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Underwriter(s) of the pendency of a claim against the Company on the policy reinsured which claim would involve a possible liability on the part of the Underwriter(s) within a reasonable time after such claim is filed in the conservator or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Underwriter(s) 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 Underwriter(s) 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 Underwriter(s).

It is also understood and agreed that as of the date of the entry of the insolvency order the Underwriter(s) may offset any balance(s) whether on account of premiums, claims, losses, adjustment expense, salvage or any other amount(s) due from one party to the other under this Certificate or under any other agreement heretofore or hereafter entered into between the Company and the Underwriter(s) whether acting as assuming reinsurer(s) or as ceding company.

13. ARBITRATION. As a precedent to any right of action hereunder, if any dispute shall arise between the Company and the Underwriter(s) with reference to the interpretation of this Agreement or their rights with respect to any transaction involved, whether such dispute arises before or after termination of this Agreement, such dispute shall be submitted to arbitration in accordance with Article XIV of the Constitution and By-Laws of the New York Insurance Exchange, Inc. and the Rules promulgated thereunder.

If the Board of Governors exercises its right to deny arbitration through the facilities of the Exchange, the parties agree to arbitrate using the following procedure: the dispute shall be submitted to three arbitrators, one to be chosen by each party, and the third by the two so chosen. If either party refuses or neglects to appoint an arbitrator within thirty days after the receipt of written notice from the other party requesting it to do so, the requesting party may appoint two arbitrators. If the two arbitrators fail to agree in the selection of a third arbitrator within thirty days of their appointment, each of them shall name two, of whom the other shall decline one and the decision shall be made by drawing lots. All arbitrators shall have at least ten years insurance or reinsurance experience, and the third arbitrator shall not be an employee, officer, director or shareholder of, or partner in, either party to the arbitration, or an affiliate of either party. Arbitration shall take place in New York, New York and shall be subject to and governed by the Laws of the State of New York.

This article shall survive the termination of this certificate.

14. INTERMEDIARY. The intermediary named herein is hereby recognized as the intermediary negotiating this Reinsurance for all business hereunder. All communications (including but not limited to notices, statements, premiums, return premiums, commissions, taxes, losses, loss adjustment expense, salvages, and loss settlements) relating thereto shall be transmitted to the Company or the Underwriter through the intermediary. Payments by the Company to the intermediary shall be deemed to constitute payment to the Underwriter. Payments by the Underwriter to the intermediary shall be deemed only to constitute payment to the Company to the extent that such payments are actually received by the Company.

15. NON-CONCURRENT shall mean the reinsurance provided does not apply to any hazards or risks of loss or damage covered under the Company's policy other than those specifically set forth in the Declarations and/or endorsements attached. The retention of the Company and the liability of the Underwriter(s) shall be determined as though the Company's policy(ies) applied only to the hazards or risk of loss or damage specifically described in the Declarations and/or endorsements attached.

16. EXCESS OF LOSS shall mean the limit(s) of liability of the Underwriter(s), as stated, applies(y) only to that portion of loss within the policy limits in excess of the applicable retention of the Company as stated in the Declarations.

17. CONTRIBUTING EXCESS shall mean the Company's policy(ies) applies(y) in excess of other valid insurance, reinsurance or a self insured retention and the limit(s) of liability of the Underwriter(s) applies proportionally to all loss settlements within policy limits in the proportion set forth in Item No. 4 (casualty) or Item No. 5 (property) of the Declarations.