ii
ARTICLE XV
ACCESS TO RECORDS & CONFIDENTIALITY
15.1
ACCESS TO RECORDS.
39
15.2
CONFIDENTIALITY.
40
ARTICLE XVI
PUBLICITY
16.1
PUBLICITY.
41
ARTICLE XVII
ERRORS AND OMISSIONS
17.1
ERRORS AND OMISSIONS.
42
ARTICLE XVIII
MISCELLANEOUS PROVISIONS
18.1
NOTICES.
42
18.2
ENTIRE AGREEMENT.
43
18.3
WAIVER AND AMENDMENT.
43
18.4
SUCCESSORS AND ASSIGNS.
44
18.5
WAIVER OF DUTY OF UTMOST GOOD FAITH.
44
18.6
CONSTRUCTION; INTERPRETATION.
44
18.7
GOVERNING LAW AND JURISDICTION.
45
18.8
NO THIRD PARTY BENEFICIARIES.
45
18.9
COUNTERPARTS.
45
18.10
SEVERABILITY.
45
18.11
AGENT.
45
18.12
INCONTESTABILITY.
46
18.13
CURRENCY.
47
18.14
SPECIFIC PERFORMANCE.
47
18.15
TAXES.
47
18.16
EXPENSES.
47
18.17
SERVICE OF SUIT.
47
Attachments:
EXHIBIT A
1
EXHIBIT B
1
EXHIBIT C
2
EXHIBIT D
3
SCHEDULE 3.1
1
SCHEDULE 8.1(A)
2
SCHEDULE 8.1(E)
3
SCHEDULE 8.2
4
LIMITATIONS AND QUALIFICATIONS
17
SCHEDULE 8.2-1
18
SCHEDULE 8.5
19
iii
AGGREGATE EXCESS OF LOSS REINSURANCE AGREEMENT
This AGGREGATE EXCESS OF LOSS REINSURANCE AGREEMENT (this "Reinsurance
Agreement"), dated as of January 20, 2017 (the "Execution Date") is made and
entered into by and between AIG Assurance Company, AIG Property Casualty
Company, AIG Specialty Insurance Company, AIU Insurance Company, American Home
Assurance Company, Commerce and Industry Insurance Company, Granite State
Insurance Company, Illinois National Insurance Co., Lexington Insurance Company,
National Union Fire Insurance Company of Pittsburgh, Pa., New Hampshire
Insurance Company and The Insurance Company of the State of Pennsylvania
(individually or collectively referred to as the "Reinsured" unless otherwise
specifically set forth herein), and National Indemnity Company, a Nebraska stock
property and casualty insurance company (hereinafter referred to as the
"Reinsurer", and together with the Reinsured, the "Parties").
WHEREAS, the Reinsured desires to cede to the Reinsurer Ultimate Net Loss in
excess of the Retention, subject to the Reinsurer's Share of the Aggregate
Limit, as set forth herein, and the Reinsurer wishes to assume its share of such
Liabilities, as of the Effective Date, under and pursuant to the terms and
conditions of this Reinsurance Agreement;
NOW, THEREFORE, in consideration of the mutual and several promises and
undertakings herein contained, and for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the Parties hereby agree
as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. The following terms shall have the respective meanings set
forth below throughout this Reinsurance Agreement:
"2016 Exit" means Liabilities under the following coverage classified by the
Reinsured as legacy run-off business after the Effective Date:
(a) Lexington Buffer Trucking: (i) all Policies issued by the Reinsured to
non-Affiliates and (ii) reinsurance assumed by the Reinsured from AIG Europe
Limited or predecessor entities thereto and, for both (i) and (ii), classified
by the Reinsured as falling within the Lexington buffer trucking facility, all
of which reside in the Reinsured's Division 92 immediately prior to the
Effective Date (under which other, non-excluded Policies also reside);
(b) Healthcare Product Liability: all Policies issued by the Reinsured to
non-Affiliates and classified by the Reinsured as: (i) primary or excess
occurrence or claims made