24 XXII. SUBROGATION A. If LTD Benefits are paid or payable to you under the Group Policy as the result of any act or omission of a third party, we will be subrogated to all rights of recovery you may have in respect to such act or omission. You must execute and deliver to us such instruments and papers as may be required and do whatever else is needed to secure such rights. You must avoid doing anything that would prejudice our rights of subrogation. B. If you notify us before filing suit or settling your claim against such third party, the amount to which we are subrogated will be reduced by a pro rata share of your costs of recovery, including reasonable attorney fees. If suit or action is filed, we may record a notice of payments of LTD Benefits and such notice will constitute a lien on any judgment recovered. C. If you or your legal representatives fail to bring suit or action promptly against such third party, we may institute such suit or action in our name or in your name. We are entitled to retain from any judgment recovered the amount of LTD Benefits paid or to be paid to you or on your behalf, together with our costs of recovery, including attorney fees. The remainder of such recovery, if any, will be paid to you or as the court may direct. GLDI-C2700-(12/06) XXIII. TIME LIMITS ON LEGAL ACTIONS A. No action at law or in equity may be brought until 60 days after we have received Proof of Loss. No such action may be brought more than three years after the earlier of the following: 1. the date we receive Proof of Loss; 2. the time within which Proof of Loss is required to be given. GLDI-C2900-(12/06) XXIV. INCONTESTABILITY PROVISIONS A. Incontestability of Insurance 1. Any statement made to obtain or to increase insurance is a representation and not a warranty. 2. No misrepresentation will be used as a basis for reducing or denying a claim or contesting the validity of insurance unless: a) the insurance would not have been approved if we had known the truth; and b) we have given you or any other person claiming benefits a copy of the signed written instrument which contains the misrepresentation. 3. After insurance has been in effect for two years during the lifetime of the Insured Person, we will not use a misrepresentation as a basis for reducing or denying a claim, unless it was a fraudulent misrepresentation. B. Incontestability of the Group Policy or Employer Coverage under the Group Policy 1. Any statements made by the Policyowner to obtain the Group Policy or made by an Employer to obtain coverage under the Group Policy is a representation and not a warranty. 2. No misrepresentation by the Policyowner or your Employer will be used as a basis for denying a claim, or for denying the validity of the Group Policy or your Employer’s coverage under the Group Policy unless: a) the Group Policy would not have been issued or your Employer’s coverage under the Group Policy would not have been approved if we had known the truth; and b) we have given the Policyowner or Employer a copy of a written instrument signed by the Policyowner or Employer which contains the misrepresentation.