Common use of NOTICE OF LOSS AND LOSS SETTLEMENTS Clause in Contracts

NOTICE OF LOSS AND LOSS SETTLEMENTS. The Reinsurers agree to abide by all loss settlements of the Reassured which at its sole discretion shall adjust, settle or compromise all losses and all such adjustments, settlements or compromises shall be binding upon Reinsurers subject to the terms, conditions and limitations of the original policies and this Contract. The Reassured shall provide individual loss reports to the Reinsurers of all claims reserved at or above USD5,000,000, and in the event of loss settlements by the Reassured, the Reinsurers agree to settle to the Reassured their proportion of such loss settlements immediately upon receipt of satisfactory proof of loss. Where the Reassured's original policies and/or specific coverage parts of their original policies provide for loss adjustment expenses in addition to limit, all loss adjustment expenses paid by the Reassured shall be apportioned in proportion to the respective interests in the loss of the parties hereto as such interests finally appear and shall be in addition to their share of the loss recoverable hereunder. In the event a verdict or judgment is reduced by an appeal or a settlement, subsequent to the entry of the judgment, resulting in an ultimate saving on such verdict or judgment, or a judgment is reversed outright, the expense incurred in securing such final reduction or reversal shall be pro-rated between the Reinsurers and the Reassured in the proportion that each benefits from such reduction or reversal; and the expenses incurred up to the time and date of the original verdict or judgment shall be pro-rated in proportion to each party's interest in such verdict or judgment. Notwithstanding the foregoing, in the event that the Reassured's original policies and/or specific coverage parts of their original policies are issued with loss adjustment expenses included within the original policy limit, such loss adjustment expenses shall be included as Loss for the purposes of recovery hereunder. In the event of external legal or external adjustment expenses, including outside monitoring counsel expenses, which are incurred by the Reassured in connection with a claim or potential claim hereunder and which are not the subject of the Reassured's original policy, then Reinsurers shall also be liable for their proportion of such expenses in addition to their share of the loss recoverable hereunder. The Reinsurers shall also accept additional liability, solely on cessions made hereunder, for legal expenses incurred in respect of coverage questions and legal actions in connection with a claim or potential claim hereunder (hereinafter referred to as "declaratory judgment and/or rescission expenses"). It being understood and agreed that: 1. When there is no contractual loss, other than declaratory judgment and/or rescission expenses, the declaratory judgment and/or rescission expenses shall be considered a Loss for the purposes of recovery hereunder. 2. When a contractual loss, exclusive of declaratory judgment and/or rescission expenses, is incurred hereunder, the Reinsurers shall be liable for their proportionate share of such declaratory judgment and/or rescission expenses, as the respective interests in the loss of the parties hereto finally appear, up to an additional limit of this Contract in addition to any Loss recoverable hereunder. Declaratory judgment expense as used in this Contract shall mean all expenses incurred by the Reassured in connection with declaratory judgment actions brought to determine the Reassured's defense and/or indemnification obligations that are allocable to specific policies and claims subject to this Contract. Any declaratory judgment expense shall be deemed to have been fully incurred by the Reassured on the date of the actual or alleged loss under the Reassured's policy giving rise to the action. For the purposes of this Contract loss adjustment expenses shall include all expenses of litigation, including post judgment interest, but shall exclude the salaries of regular employees and all office expenses of the Reassured. All salvages, recoveries or payments recovered or received subsequent to a loss settlement under this Contract shall be applied as if recovered or received prior to the aforesaid settlement and all necessary adjustments shall be made by the parties hereto.

NOTICE OF LOSS AND LOSS SETTLEMENTS. A paid and outstanding loss bordereaux for all claims with incurred amounts (indemnity, defense and expense combined), established by the Reassured of $125,000 or more shall be rendered by the Reassured within 45 days of the end of each contract quarter beginning with January 31st, 2006 and quarterly thereafter. It is understood and agreed, both by the Reassured and the Reinsurers, that all paid and outstanding losses shall be advised to Reinsurers solely by quarterly bordereaux and that no individual loss reports are to be provided unless specifically requested by Reinsurers. The bordereaux shall solely comprise numerical details of the paid and outstanding amounts of each loss together with other data to identify the claim, all as shown on the example bordereaux format(s) attached hereto as Appendix A to this Contract and which have been mutually agreed by the Reassured and Reinsurers. It is clearly understood and agreed that such bordereaux shall not provide any other details of the claim and that there shall be no requirement to provide assessment of potential liability or other evaluations of each claim. The Reinsurers agree to abide by all loss settlements of the Reassured which at its sole discretion shall adjust, settle or compromise all losses and all such adjustments, settlements or compromises shall be binding upon the Reinsurers subject to the terms, conditions and limitations of the original policies and this Contract. The Reassured shall provide individual loss reports to the Reinsurers of all claims reserved at or above USD5,000,000, and in the event of loss settlements by the Reassured, the Reinsurers agree to settle to the Reassured their proportion share of such loss settlements immediately upon payments within 45 days of receipt of satisfactory proof the quarterly bordereaux; the bordereaux being the sole billing documentation necessary to effect settlements from Reinsurers. It is understood and agreed that requests for individual loss reports by Reinsurers hereon shall not delay their payment of loss. Where a claim once billing of the Reassured's original policies and/or specific coverage parts of their original policies provide for loss adjustment expenses in addition to limit, all loss adjustment expenses paid claim has been presented by the Reassured shall be apportioned in proportion to the respective interests in the loss of the parties hereto as such interests finally appear and shall be in addition to their share of the loss recoverable hereunderReinsurers. In addition, responses to requests for individual loss reports shall not be delayed or withheld by the event a verdict or judgment is reduced by an appeal or a settlement, subsequent to the entry of the judgment, resulting in an ultimate saving on Reassured. Notwithstanding such verdict or judgment, or a judgment is reversed outrightquarterly bordereaux settlements, the expense incurred in securing such final reduction or reversal shall be pro-rated between Reassured may request an immediate cash loss settlement from the Reinsurers and the Reassured in the proportion that each benefits from such reduction or reversal; and the expenses incurred up to the time and date of the original verdict or judgment shall be pro-rated in proportion to each party's interest in such verdict or judgment. Notwithstanding the foregoing, in the event that the Reassured's original policies and/or specific coverage parts of their original policies are issued with loss adjustment expenses included within amount due from the original policy limit, such loss adjustment expenses shall be included as Loss for the purposes of recovery hereunder. In the event of external legal or external adjustment expenses, including outside monitoring counsel expenses, which are incurred by the Reassured in connection with a claim or potential claim hereunder and which are not the subject of the Reassured's original policy, then Reinsurers shall also be liable for their proportion of such expenses in addition to their share of the loss recoverable hereunder. The Reinsurers shall also accept additional liability, solely on cessions made hereunder, for legal expenses incurred in respect of coverage questions and legal actions in connection with a an individual claim is $250,000 or potential claim hereunder (hereinafter referred to as "declaratory judgment and/or rescission expenses")more. It being understood and agreed that: 1. When there is no contractual loss, other than declaratory judgment and/or rescission expenses, the declaratory judgment and/or rescission expenses shall be considered a Loss for the purposes of recovery hereunder. 2. When a contractual loss, exclusive of declaratory judgment and/or rescission expenses, is incurred hereunder, the Reinsurers shall be liable for their proportionate share of such declaratory judgment and/or rescission expenses, as the respective interests in the Such cash loss of the parties hereto finally appear, up to an additional limit of this Contract in addition to any Loss recoverable hereunder. Declaratory judgment expense as used in this Contract shall mean all expenses incurred by the Reassured in connection with declaratory judgment actions brought to determine the Reassured's defense and/or indemnification obligations that are allocable to specific policies and claims subject to this Contract. Any declaratory judgment expense shall be deemed to have been fully incurred by the Reassured on the date of the actual or alleged loss under the Reassured's policy giving rise to the action. For the purposes of this Contract loss adjustment expenses shall include all expenses of litigation, including post judgment interest, but shall exclude the salaries of regular employees and all office expenses of the Reassured. All salvages, recoveries or payments recovered or received subsequent to a loss settlement under this Contract shall be applied as if recovered or received prior to the aforesaid settlement and all necessary adjustments billings shall be made by solely utilizing the parties heretosame format as the quartxxxx xxxdereaux collections.

NOTICE OF LOSS AND LOSS SETTLEMENTS. A Paid and outstanding loss bordereaux for all claims with incurred amounts (indemnity, defense and expense combined), established by the Reassured of' USD1,000,000 or more shall be rendered by the Reassured within 45 days of the end of each calendar quarter, being within 45 days of June 30th, 2006 and quarterly thereafter. In addition to the foregoing, such loss bordereaux shall include all SEC Securities Class Action D&O notices advised to the Reassured irrespective of reserve. It is understood and agreed, both by the Reassured and Reinsurers, that all paid and outstanding losses shall be advised to Reinsurers solely by quarterly bordereaux. The bordereaux shall solely comprise numerical details of the paid and outstanding amounts of each loss together with other data to identify the claim, including the stock "Ticker" symbol for Public D&O claims, all as shown on the example bordereaux format(s) attached hereto as Appendix C to this Contract and which have been mutually agreed by the Reassured and Reinsurers. It is clearly understood and agreed that such bordereaux shall not provide any other details of the claim and that there shall be no requirement to provide assessment of potential liability or other evaluations of each claim. In addition to the bordereaux as described above, the Reassured will provide individual loss reports for all claims with a reserve of USD1,000,000 or greater. The Reinsurers agree to abide by all loss settlements of the Reassured which at its sole discretion shall adjust, settle or compromise all losses and all such adjustments, settlements or compromises shall be binding upon the Reinsurers subject to the terms, conditions and limitations of the original policies and this Contract. The Reassured shall provide individual loss reports to the Reinsurers of all claims reserved at or above USD5,000,000, and in the event of loss settlements by the Reassured, the Reinsurers agree to settle to the Reassured their proportion share of such loss settlements immediately upon payments within 30 days of receipt of satisfactory proof the quarterly bordereaux; the bordereaux being the sole billing documentation necessary to effect settlements from Reinsurers. It is understood and agreed that requests for individual loss reports by Reinsurers hereon shall not delay their payment of loss. Where a claim once billing of the Reassured's original policies and/or specific coverage parts of their original policies provide for loss adjustment expenses in addition to limit, all loss adjustment expenses paid claim has been presented by the Reassured shall be apportioned in proportion to the respective interests in the loss of the parties hereto as such interests finally appear and shall be in addition to their share of the loss recoverable hereunderReinsurers. In addition, responses to requests for individual loss reports shall not be delayed or withheld by the event a verdict or judgment is reduced by an appeal or a settlement, subsequent to the entry of the judgment, resulting in an ultimate saving on Reassured. Notwithstanding such verdict or judgment, or a judgment is reversed outrightquarterly bordereaux settlements, the expense incurred in securing such final reduction or reversal shall be pro-rated between Reassured may request an immediate cash loss settlement from the Reinsurers and the Reassured in the proportion that each benefits from such reduction or reversal; and the expenses incurred up to the time and date of the original verdict or judgment shall be pro-rated in proportion to each party's interest in such verdict or judgment. Notwithstanding the foregoing, in the event that the Reassured's original policies and/or specific coverage parts amount due from the Reinsurers in respect of their original policies are issued with an individual claim is USD1,000,000 or more. Such cash loss adjustment expenses included within billings shall be made solely utilizing the original policy limitsame format as the quartxxxx xxxdereaux collections and will be payable 15 days upon receipt of the cash loss settlement. Reinsurers may request additional information on any claim reported on the bordereaux. However, such loss adjustment expenses requests (including assessment of potential liability or evaluations of individual claims) shall be included as Loss for not delay their payment of a claim once billing of the purposes of recovery hereunder. In the event of external legal or external adjustment expenses, including outside monitoring counsel expenses, which are incurred claim has been presented by the Reassured in connection with a claim to Reinsurers. In addition, responses to requests for additional information shall not be delayed or potential claim hereunder and which are not the subject of withheld by the Reassured's original policy, then Reinsurers shall also be liable for their proportion of such expenses in addition to their share of the loss recoverable hereunder. The Reinsurers shall also accept additional liability, solely on cessions made hereunder, for legal expenses incurred in respect of coverage questions and legal actions in connection with a claim or potential claim hereunder (hereinafter referred to as "declaratory judgment and/or rescission expenses"). It being understood and agreed that: 1. When there is no contractual loss, other than declaratory judgment and/or rescission expenses, the declaratory judgment and/or rescission expenses shall be considered a Loss for the purposes of recovery hereunder. 2. When a contractual loss, exclusive of declaratory judgment and/or rescission expenses, is incurred hereunder, the Reinsurers shall be liable for their proportionate share of such declaratory judgment and/or rescission expenses, as the respective interests in the loss of the parties hereto finally appear, up to an additional limit of this Contract in addition to any Loss recoverable hereunder. Declaratory judgment expense as used in this Contract shall mean all expenses incurred by the Reassured in connection with declaratory judgment actions brought to determine the Reassured's defense and/or indemnification obligations that are allocable to specific policies and claims subject to this Contract. Any declaratory judgment expense shall be deemed to have been fully incurred by the Reassured on the date of the actual or alleged loss under the Reassured's policy giving rise to the action. For the purposes of this Contract loss adjustment expenses shall include all expenses of litigation, including post judgment interest, but shall exclude the salaries of regular employees and all office expenses of the Reassured. All salvages, recoveries or payments recovered or received subsequent to a loss settlement under this Contract shall be applied as if recovered or received prior to the aforesaid settlement and all necessary adjustments shall be made by the parties hereto.

NOTICE OF LOSS AND LOSS SETTLEMENTS. The Reinsurers agree Retrocedant shall advise the Retrocessionaire promptly of any Loss Occurrence which, in the opinion of the Retrocedant may result in a claim hereunder and of all subsequent developments thereto which, in the opinion of the Retrocedant may materially affect the position of the Retrocessionaire. All loss settlements made by the Retrocedant, provided they are within the terms of this Agreement, shall be unconditionally binding upon the Retrocessionaire who agrees to pay all amounts for which it may be liable immediately upon being furnished by the Retrocedant with reasonable evidence of the amount due or to be due. In addition, the Retrocessionaire agrees to abide by all loss settlements court and/or arbitration decisions affecting the Retrocedant’s Original Reinsurance Contracts. ARTICLE 13 - ARBITRATION SECTION 13.01 As a condition precedent to any right of the Reassured which at its sole discretion shall adjustaction under this Agreement, settle any dispute or compromise all losses and all such adjustments, settlements or compromises shall be binding upon Reinsurers subject to the terms, conditions and limitations of the original policies and this Contract. The Reassured shall provide individual loss reports to the Reinsurers of all claims reserved at or above USD5,000,000, and in the event of loss settlements by the Reassured, the Reinsurers agree to settle to the Reassured their proportion of such loss settlements immediately upon receipt of satisfactory proof of loss. Where the Reassured's original policies and/or specific coverage parts of their original policies provide for loss adjustment expenses in addition to limit, all loss adjustment expenses paid by the Reassured shall be apportioned in proportion to the respective interests in the loss of difference between the parties hereto as such interests finally appear and relating to the formation, interpretation, or performance of this Agreement, or any transaction under this Agreement, whether arising before or after termination, shall be submitted for decision to a panel of three arbitrators (the “Panel”) at the offices of Judicial Arbitration and Mediation Services, Inc. in addition to their share accordance with the Streamlined Arbitration Rules and Procedures of the loss recoverable hereunder. In the event a verdict or judgment is reduced Judicial Arbitration and Mediation Services, Inc. SECTION 13.02 The party demanding arbitration shall do so by an appeal or a settlement, subsequent written notice to the entry of the judgment, resulting in an ultimate saving on such verdict or judgment, or a judgment is reversed outright, the expense incurred in securing such final reduction or reversal shall be pro-rated between the Reinsurers and the Reassured in the proportion that each benefits from such reduction or reversal; and the expenses incurred up responding party. Retrocessionaire hereby appoints its General Counsel as its agent to the time and date of the original verdict or judgment shall be pro-rated in proportion to each party's interest in such verdict or judgment. Notwithstanding the foregoing, in the event that the Reassured's original policies and/or specific coverage parts of their original policies are issued with loss adjustment expenses included within the original policy limit, such loss adjustment expenses shall be included as Loss for the purposes of recovery hereunder. In the event of external legal or external adjustment expenses, including outside monitoring counsel expenses, which are incurred by the Reassured in connection with a claim or potential claim receive any arbitration demand hereunder and which are not the subject of the Reassured's original policy, then Reinsurers shall also be liable for their proportion of such expenses in addition Retrocedant hereby appoints its Chief Financial Officer as its agent to their share of the loss recoverable receive any arbitration demand hereunder. The Reinsurers arbitration demand shall also accept additional liability, solely on cessions made hereunder, state the issues to be resolved and shall name the arbitrator appointed by the demanding party. SECTION 13.03 Within thirty (30) days of receipt of the demand for legal expenses incurred in respect of coverage questions and legal actions in connection with a claim or potential claim hereunder (hereinafter referred to as "declaratory judgment and/or rescission expenses"). It being understood and agreed that: 1. When there is no contractual loss, other than declaratory judgment and/or rescission expensesarbitration, the declaratory judgment and/or rescission expenses responding party shall notify the demanding party of any additional issues to be considered a Loss for resolved in the purposes arbitration and the name of recovery hereunderthe responding party’s appointed arbitrator. If the responding party refuses or neglects to appoint an arbitrator within thirty (30) days following receipt of the written arbitration demand, then the demanding party may appoint the second arbitrator but only after providing ten (10) days' written notice of its intention to do so, and only if such other party has failed to appoint the second arbitrator within such ten (10) day period. 2SECTION 13.04 The two arbitrators shall, before instituting the hearing, select an impartial arbitrator who shall act as the umpire and preside over the hearing. When If the two arbitrators fail to agree on the selection of a contractual loss, exclusive third arbitrator within thirty (30) days after notification of declaratory judgment and/or rescission expenses, is incurred hereunderthe appointment of the second arbitrator, the Reinsurers shall be liable for their proportionate share of such declaratory judgment and/or rescission expenses, as the respective interests in the loss selection of the parties hereto finally appear, up to an additional limit of this Contract in addition to any Loss recoverable hereunder. Declaratory judgment expense as used in this Contract shall mean all expenses incurred by the Reassured in connection with declaratory judgment actions brought to determine the Reassured's defense and/or indemnification obligations that are allocable to specific policies and claims subject to this Contract. Any declaratory judgment expense shall be deemed to have been fully incurred by the Reassured on the date of the actual or alleged loss under the Reassured's policy giving rise to the action. For the purposes of this Contract loss adjustment expenses shall include all expenses of litigation, including post judgment interest, but shall exclude the salaries of regular employees and all office expenses of the Reassured. All salvages, recoveries or payments recovered or received subsequent to a loss settlement under this Contract shall be applied as if recovered or received prior to the aforesaid settlement and all necessary adjustments umpire shall be made by the American Arbitration Association. Upon resignation or death of any member of the Panel, a replacement will be appointed in the same fashion as the resigning or deceased member was appointed. All arbitrators shall be active or former officers of property/casualty insurance or reinsurance companies, or Lloyd's underwriters, and shall be disinterested in the outcome of the arbitration. SECTION 13.05 Within thirty (30) days after notice of appointment of all arbitrators, the Panel shall meet and determine timely periods for briefs, discovery procedures and schedules for hearings. The Panel shall have the power to determine all procedural rules for the holding of arbitration, including, but not limited to, the inspection of documents, examination of witnesses and any other matter relating to the conduct of the arbitration. The Panel shall interpret this Agreement as an honorable engagement and not as merely a legal obligation and shall make its decision considering the custom and practice of the applicable insurance and reinsurance business. The Panel shall be relieved of all judicial formalities and may abstain from following the strict rules of law. The decision of any two arbitrators shall be binding and final. The Panel shall render its decision in writing within sixty (60) days following the termination of the hearing. Judgment upon the award may be entered in any court of competent jurisdiction. SECTION 13.06 Each party shall bear the expense of its own arbitrator and shall share equally with the other party the expense of the umpire and of the arbitration. SECTION 13.07 Arbitration hereunder shall take place in New York, New York unless the parties heretoagree otherwise. SECTION 13.08 The parties hereto hereby expressly (i) submit to the jurisdiction of the Panel, (ii) agree to comply with all requirements necessary to give the Panel jurisdiction and (iii) agree to abide by the final decision of the Panel. SECTION 13.09 This Article 13 shall survive termination of this Agreement. ARTICLE 14 - CURRENCY For purposes of this Agreement, where the Retrocedant receives premiums or pays losses in currencies other than United States dollars, such premiums or losses shall be converted into United States dollars at the actual rates of exchange at which these premiums or losses are entered in the Retrocedant’s books.

NOTICE OF LOSS AND LOSS SETTLEMENTS. A paid and outstanding loss bordereaux for all claims with incurred amounts (indemnity, defense and expense combined), established by the Reassured of USD 1,000,000 or more shall be rendered by the Reassured within 45 days of the end of each calendar quarter, being within 45 days of March 31st, 2005 and quarterly thereafter. It is understood and agreed, both by the Reassured and Reinsurers, that all paid and outstanding losses shall be advised to Reinsurers solely by quarterly bordereaux and that no individual loss reports are to be provided unless specifically requested by Reinsurers. The bordereaux shall solely comprise numerical details of the paid and outstanding amounts of each loss together with other data to identify the claim, all as shown on the example bordereaux format(s) attached hereto as Appendix A to this Contract and which have been mutually agreed by the Reassured and Reinsurers. It is clearly understood and agreed that such bordereaux shall not provide any other details of the claim and that there shall be no requirement to provide assessment of potential liability or other evaluations of each claim. The Reinsurers agree to abide by all loss settlements of the Reassured which at its sole discretion shall adjust, settle or compromise all losses and all such adjustments, settlements or compromises shall be binding upon the Reinsurers subject to the terms, conditions and limitations of the original policies and this Contract. The Reassured shall provide individual loss reports to the Reinsurers of all claims reserved at or above USD5,000,000, and in the event of loss settlements by the Reassured, the Reinsurers agree to settle to the Reassured their proportion share of such loss settlements immediately upon payments within 45 days of receipt of satisfactory proof the quarterly bordereaux; the bordereaux being the sole billing documentation necessary to effect settlements from Reinsurers. It is understood and agreed that requests for individual loss reports by Reinsurers hereon shall not delay their payment of loss. Where a claim once billing of the Reassured's original policies and/or specific coverage parts of their original policies provide for loss adjustment expenses in addition to limit, all loss adjustment expenses paid claim has been presented by the Reassured shall be apportioned in proportion to the respective interests in the loss of the parties hereto as such interests finally appear and shall be in addition to their share of the loss recoverable hereunderReinsurers. In addition, responses to requests for individual loss reports shall not be delayed or withheld by the event a verdict or judgment is reduced by an appeal or a settlement, subsequent to the entry of the judgment, resulting in an ultimate saving on Reassured. Notwithstanding such verdict or judgment, or a judgment is reversed outrightquarterly bordereaux settlements, the expense incurred in securing such final reduction or reversal shall be pro-rated between Reassured may request an immediate cash loss settlement from the Reinsurers and the Reassured in the proportion that each benefits from such reduction or reversal; and the expenses incurred up to the time and date of the original verdict or judgment shall be pro-rated in proportion to each party's interest in such verdict or judgment. Notwithstanding the foregoing, in the event that the Reassured's original policies and/or specific coverage parts of their original policies are issued with loss adjustment expenses included within amount due from the original policy limit, such loss adjustment expenses shall be included as Loss for the purposes of recovery hereunder. In the event of external legal or external adjustment expenses, including outside monitoring counsel expenses, which are incurred by the Reassured in connection with a claim or potential claim hereunder and which are not the subject of the Reassured's original policy, then Reinsurers shall also be liable for their proportion of such expenses in addition to their share of the loss recoverable hereunder. The Reinsurers shall also accept additional liability, solely on cessions made hereunder, for legal expenses incurred in respect of coverage questions and legal actions in connection with a an individual claim is USD 1,000,000 or potential claim hereunder (hereinafter referred to as "declaratory judgment and/or rescission expenses")more. It being understood and agreed that: 1. When there is no contractual loss, other than declaratory judgment and/or rescission expenses, the declaratory judgment and/or rescission expenses shall be considered a Loss for the purposes of recovery hereunder. 2. When a contractual loss, exclusive of declaratory judgment and/or rescission expenses, is incurred hereunder, the Reinsurers shall be liable for their proportionate share of such declaratory judgment and/or rescission expenses, as the respective interests in the Such cash loss of the parties hereto finally appear, up to an additional limit of this Contract in addition to any Loss recoverable hereunder. Declaratory judgment expense as used in this Contract shall mean all expenses incurred by the Reassured in connection with declaratory judgment actions brought to determine the Reassured's defense and/or indemnification obligations that are allocable to specific policies and claims subject to this Contract. Any declaratory judgment expense shall be deemed to have been fully incurred by the Reassured on the date of the actual or alleged loss under the Reassured's policy giving rise to the action. For the purposes of this Contract loss adjustment expenses shall include all expenses of litigation, including post judgment interest, but shall exclude the salaries of regular employees and all office expenses of the Reassured. All salvages, recoveries or payments recovered or received subsequent to a loss settlement under this Contract shall be applied as if recovered or received prior to the aforesaid settlement and all necessary adjustments billings shall be made by solely utilizing the parties heretosame format as the quartxxxx xxxdereaux collections.

NOTICE OF LOSS AND LOSS SETTLEMENTS. The Reinsurers agree to abide by all loss settlements of the Reassured which at its sole discretion shall adjust, settle or compromise all losses and all such adjustments, settlements or compromises shall be binding upon Reinsurers subject to the terms, conditions and limitations of the original policies and this Contract. The Reassured shall provide individual loss reports to the Reinsurers of all claims reserved at or above USD5,000,000USD 2,500,000, and in the event of loss settlements by the Reassured, the Reinsurers agree to settle to the Reassured their proportion of such loss settlements immediately upon receipt of satisfactory proof of loss. Where the Reassured's original policies and/or specific coverage parts of their original policies provide for loss adjustment expenses in addition to limit, all loss adjustment expenses paid by the Reassured shall be apportioned in proportion to the respective interests in the loss of the parties hereto as such interests finally appear and shall be in addition to their share of the loss recoverable hereunder. In the event a verdict or judgment is reduced by an appeal or a settlement, subsequent to the entry of the judgment, resulting in an ultimate saving on such verdict or judgment, or a judgment is reversed outright, the expense incurred in securing such final reduction or reversal shall be pro-rated between the Reinsurers and the Reassured in the proportion that each benefits from such reduction or reversal; and the expenses incurred up to the time and date of the original verdict or judgment shall be pro-rated in proportion to each party's interest in such verdict or judgment. Notwithstanding the foregoing, in the event that the Reassured's original policies and/or specific coverage parts of their original policies are issued with loss adjustment expenses included within the original policy limit, such loss adjustment expenses shall be included as Loss for the purposes of recovery hereunder. In the event of external legal or external adjustment expenses, including outside monitoring counsel expenses, which are incurred by the Reassured in connection with a claim or potential claim hereunder and which are not the subject of the Reassured's original policy, then Reinsurers shall also be liable for their proportion of such expenses in addition to their share of the loss recoverable hereunder. The Reinsurers shall also accept additional liability, solely on cessions made hereunder, for legal expenses incurred in respect of coverage questions and legal actions in connection with a claim or potential claim hereunder (hereinafter referred to as "declaratory judgment and/or rescission expenses"). It being understood and agreed that: 1. When there is no contractual loss, other than declaratory judgment and/or rescission expenses, the declaratory judgment and/or rescission expenses shall be considered a Loss for the purposes of recovery hereunder. 2. When a contractual loss, exclusive of declaratory judgment and/or rescission expenses, is incurred hereunder, the Reinsurers shall be liable for their proportionate share of such declaratory judgment and/or rescission expenses, as the respective interests in the loss of the parties hereto finally appear, up to an additional limit of this Contract (subject to the Reassured's 15.0% co-participation hereon) in addition to any Loss recoverable hereunder. Declaratory judgment expense as used in this Contract shall mean all expenses incurred by the Reassured in connection with declaratory judgment actions brought to determine the Reassured's defense and/or indemnification obligations that are allocable to specific policies and claims subject to this Contract. Any declaratory judgment expense shall be deemed to have been fully incurred by the Reassured on the date of the actual or alleged loss under the Reassured's policy giving rise to the action. For the purposes of this Contract loss adjustment expenses shall include all expenses of litigation, including post judgment interest, but shall exclude the salaries of regular employees and all office expenses of the Reassured. All salvages, recoveries or payments recovered or received subsequent to a loss settlement under this Contract shall be applied as if recovered or received prior to the aforesaid settlement and all necessary adjustments shall be made by the parties hereto.

NOTICE OF LOSS AND LOSS SETTLEMENTS. A paid and outstanding loss bordereaux for all claims with incurred amounts (indemnity, defense and expense combined), established by the Reassured of $1,500,000 or more shall be rendered by the Reassured within 45 days of the end of each calendar quaver, being within 45 days of September 30th, 2003 and quarterly thereafter. It is understood and agreed, both by the Reassured and the Reinsurers, that all paid and outstanding losses shall be advised to Reinsurers solely by quarterly bordereaux and that no individual loss reports are to be provided unless specifically requested by Reinsurers. The bordereaux shall solely comprise numerical details of the paid and outstanding amounts of each loss together with other data to identify the claim, all as shown on the example bordereaux format(s) attached hereto as Appendix A to this Contract and which have been mutually agreed by the Reassured and Reinsurers. It is clearly understood and agreed that such bordereaux shall not provide any other details of the claim and that there shall be no requirement to provide assessment of potential liability or other evaluations of each claim. The Reinsurers agree to abide by all loss settlements of the Reassured which at its sole discretion shall adjust, settle or compromise all losses and all such adjustments, settlements or compromises shall be binding upon the Reinsurers subject to the terms, conditions and limitations of the original policies and this Contract. The Reassured shall provide individual loss reports to the Reinsurers of all claims reserved at or above USD5,000,000, and in the event of loss settlements by the Reassured, the Reinsurers agree to settle to the Reassured their proportion share of such loss settlements immediately upon payments within 45 days of receipt of satisfactory proof the quarterly bordereaux; the bordereaux being the sole billing documentation necessary to effect settlements from Reinsurers. It is understood and agreed that requests for individual loss reports by Reinsurers hereon shall not delay their payment of loss. Where a claim once billing of the Reassured's original policies and/or specific coverage parts of their original policies provide for loss adjustment expenses in addition to limit, all loss adjustment expenses paid claim has been presented by the Reassured shall be apportioned in proportion to the respective interests in the loss of the parties hereto as such interests finally appear and shall be in addition to their share of the loss recoverable hereunderReinsurers. In addition, responses to requests for individual loss reports shall not be delayed or withheld by the event a verdict or judgment is reduced by an appeal or a settlement, subsequent to the entry of the judgment, resulting in an ultimate saving on Reassured. Notwithstanding such verdict or judgment, or a judgment is reversed outrightquarterly bordereaux settlements, the expense incurred in securing such final reduction or reversal shall be pro-rated between Reassured may request an immediate cash loss settlement from the Reinsurers and the Reassured in the proportion that each benefits from such reduction or reversal; and the expenses incurred up to the time and date of the original verdict or judgment shall be pro-rated in proportion to each party's interest in such verdict or judgment. Notwithstanding the foregoing, in the event that the Reassured's original policies and/or specific coverage parts of their original policies are issued with loss adjustment expenses included within amount due from the original policy limit, such loss adjustment expenses shall be included as Loss for the purposes of recovery hereunder. In the event of external legal or external adjustment expenses, including outside monitoring counsel expenses, which are incurred by the Reassured in connection with a claim or potential claim hereunder and which are not the subject of the Reassured's original policy, then Reinsurers shall also be liable for their proportion of such expenses in addition to their share of the loss recoverable hereunder. The Reinsurers shall also accept additional liability, solely on cessions made hereunder, for legal expenses incurred in respect of coverage questions and legal actions in connection with a an individual claim is $1,000,000 or potential claim hereunder (hereinafter referred to as "declaratory judgment and/or rescission expenses")more. It being understood and agreed that: 1. When there is no contractual loss, other than declaratory judgment and/or rescission expenses, the declaratory judgment and/or rescission expenses shall be considered a Loss for the purposes of recovery hereunder. 2. When a contractual loss, exclusive of declaratory judgment and/or rescission expenses, is incurred hereunder, the Reinsurers shall be liable for their proportionate share of such declaratory judgment and/or rescission expenses, as the respective interests in the Such cash loss of the parties hereto finally appear, up to an additional limit of this Contract in addition to any Loss recoverable hereunder. Declaratory judgment expense as used in this Contract shall mean all expenses incurred by the Reassured in connection with declaratory judgment actions brought to determine the Reassured's defense and/or indemnification obligations that are allocable to specific policies and claims subject to this Contract. Any declaratory judgment expense shall be deemed to have been fully incurred by the Reassured on the date of the actual or alleged loss under the Reassured's policy giving rise to the action. For the purposes of this Contract loss adjustment expenses shall include all expenses of litigation, including post judgment interest, but shall exclude the salaries of regular employees and all office expenses of the Reassured. All salvages, recoveries or payments recovered or received subsequent to a loss settlement under this Contract shall be applied as if recovered or received prior to the aforesaid settlement and all necessary adjustments billings shall be made by solely utilizing the parties heretosame format as the quartxxxx xxxdereaux collections.

NOTICE OF LOSS AND LOSS SETTLEMENTS. A. The Reinsurers agree Reinsurer shall indemnify the Company for the Reinsurer’s fifty percent (50%) quota share of all Loss and Loss Adjustment Expenses under Policies subject to abide by this Agreement. Loss shall include Loss in Excess of Policy Limits and Extra-contractual Obligations, as defined in Article 10. B. The Company will give notice to the Reinsurer, as soon as reasonably practicable, of any claims or losses the Company reasonably expects will exceed $100,000 to this Agreement, and the Company will keep the Reinsurer advised of all loss settlements of the Reassured which at subsequent developments regarding such losses. C. The Company alone and in its sole discretion shall adjust, settle or compromise all losses claims and all losses. All such adjustments, settlements settlements, and compromises, whether under strict policy terms or compromises by way of compromise, and any Extra-Contractual Obligations and/or Loss in Excess of Policy Limits, shall be binding upon Reinsurers subject on the Reinsurer in proportion to its participation. The Company shall likewise at its sole discretion commence, continue, defend, compromise, settle or withdraw from actions, suits or proceedings, including Declaratory Judgments, as defined in Article 11.D., and generally do all such matters and things relating to any claim or loss as in its judgment may be beneficial or expedient, and all loss payments made shall be shared by the termsReinsurer proportionately. The Reinsurer shall, conditions and limitations on the other hand, benefit proportionately from all reductions of losses by salvage, compromise or otherwise. D. The Reinsurer agrees to abide by the loss settlements of the original policies and this Contract. The Reassured shall provide individual loss reports Company; such settlements to the Reinsurers of all claims reserved at or above USD5,000,000, and in the event of loss settlements by the Reassured, the Reinsurers agree to settle to the Reassured their proportion of such loss settlements immediately upon receipt of be construed as satisfactory proof of loss. Where the Reassured's original policies and/or specific coverage parts of their original policies provide for loss adjustment expenses in addition to limit, all loss adjustment expenses paid by the Reassured shall be apportioned in proportion Amounts falling to the respective interests in the loss of the parties hereto as such interests finally appear and shall be in addition to their share of the loss recoverable hereunder. In the event a verdict or judgment is reduced by an appeal or a settlement, subsequent Reinsurer shall be payable to the entry of the judgment, resulting in an ultimate saving on such verdict or judgment, or a judgment is reversed outright, the expense incurred in securing such final reduction or reversal shall be pro-rated between the Reinsurers and the Reassured in the proportion that each benefits from such reduction or reversal; and the expenses incurred up to the time and date of the original verdict or judgment shall be pro-rated in proportion to each party's interest in such verdict or judgment. Notwithstanding the foregoing, in the event that the Reassured's original policies and/or specific coverage parts of their original policies are issued with loss adjustment expenses included within the original policy limit, such loss adjustment expenses shall be included as Loss for the purposes of recovery hereunder. In the event of external legal or external adjustment expenses, including outside monitoring counsel expenses, which are incurred Company by the Reassured Reinsurer as provided in connection with Article 8 (Reports and Remittances). E. The Reinsurer shall immediately pay by special remittance any paid ceded loss and/or Loss Adjustment Expense that exceeds *** upon receipt of a claim or potential claim hereunder and which are not the subject of the Reassured's original policy, then Reinsurers shall also be liable for their proportion special loss advice containing reasonable details of such expenses in addition to their share of the loss recoverable hereunder. The Reinsurers shall also accept additional liability, solely on cessions made hereunder, for legal expenses incurred in respect of coverage questions and legal actions in connection with a claim or potential claim hereunder (hereinafter referred to as "declaratory judgment and/or rescission expenses"). It being understood and agreed that: 1. When there is no contractual loss, other than declaratory judgment and/or rescission expenses, the declaratory judgment and/or rescission expenses shall be considered a Loss for the purposes of recovery hereunder. 2. When a contractual loss, exclusive of declaratory judgment and/or rescission expenses, is incurred hereunder, the Reinsurers shall be liable for their proportionate share of such declaratory judgment and/or rescission expenses, as the respective interests in the loss of the parties hereto finally appear, up to an additional limit of this Contract in addition to any Loss recoverable hereunder. Declaratory judgment expense as used in this Contract shall mean all expenses incurred by the Reassured in connection with declaratory judgment actions brought to determine the Reassured's defense and/or indemnification obligations that are allocable to specific policies and claims subject to this Contract. Any declaratory judgment expense shall be deemed to have been fully incurred by the Reassured on the date of the actual or alleged loss under the Reassured's policy giving rise to the action. For the purposes of this Contract loss adjustment expenses shall include all expenses of litigation, including post judgment interest, but shall exclude the salaries of regular employees and all office expenses of the Reassured. All salvages, recoveries or payments recovered or received subsequent to a loss settlement under this Contract shall be applied as if recovered or received prior to the aforesaid settlement and all necessary adjustments shall be made by the parties hereto.