TO THE PROVISION OF SUCH ADVICE OR SERVICES AS IF PROVIDED BY THE COMPANY.
3.3
CEDED REINSURANCE AGREEMENTS AND DISTRIBUTOR
AGREEMENTS.
THE COMPANY SHALL MANAGE AND ADMINISTER THE CEDED REINSURANCE
AGREEMENTS AND THE DISTRIBUTOR AGREEMENTS, INCLUDING:-
(i)
providing all reports and notices
required with regard to the Ceded Reinsurance Agreements and the Distributor
Agreements to the reinsurers or other third parties, as applicable, within the
time required by the applicable Ceded Reinsurance Agreement or Distributor
Agreements; and
(ii)
doing all other things necessary to comply
with the terms and conditions of the Ceded Reinsurance Agreements and the
Distributor Agreements.
Without limiting the foregoing, the Company shall:-
(i)
promptly pay when due all reinsurance
premiums due to reinsurers under the Ceded Reinsurance Agreements and use all
commercially reasonable efforts to collect from such reinsurers all amounts due
under Ceded Reinsurance; and
(ii)
promptly pay when due all profit sharing,
commissions or other compensation due to third parties under the Distributor
Agreement and use all commercially reasonable efforts to collect from such third
parties all amounts due thereunder.
Notwithstanding the obligation of the
Company under this Section 3.3 to use all commercially reasonable efforts to
collect such reinsurance recoverables, the
6
risk of the Company not collecting or being unable to collect (for whatever
reason) any amount due under Ceded Reinsurance shall be borne by the Reinsurer
in accordance with Line 2 of Schedule B of this Agreement.
3.4
REINSURED POLICY TERMS.
THE COMPANY SHALL
SET ALL INSURANCE RATES AND UNDERWRITING CRITERIA IN RESPECT OF THE RELEVANT
RISKS FROM AND AFTER THE INCEPTION DATE CONSISTENTLY WITH THE MANNER IN WHICH IT
HAS DONE SO IN THE PAST, CONSULTING WITH THE REINSURER ON ANY ISSUE WHICH IS
EXPECTED TO HAVE A MATERIAL ADVERSE IMPACT ON ANY AMOUNTS WHICH THE REINSURER
REASONABLY EXPECTS TO BECOME PAYABLE TO IT UNDER THE TERMS OF THIS AGREEMENT.
3.5
CLAIMS SETTLEMENTS.
THE COMPANY AGREES THAT
IF SO REQUESTED BY THE REINSURER IT WILL PROVIDE NOTICE TO THE REINSURER AS SOON
AS IS REASONABLY PRACTICABLE OF ITS INTENTION TO COMMENCE LITIGATION PROCEEDINGS
IN RESPECT OF A CLAIM IN EXCESS OF £100,000 WITH RESPECT TO A REINSURED POLICY
ALONG WITH (IF REQUESTED BY THE REINSURER) COPIES OF ALL PLEADINGS AND REPORTS
OF INVESTIGATION WITH RESPECT TO THAT CLAIM.
THE REINSURER SHALL HAVE THE
RIGHT, AT ITS OWN EXPENSE, TO PARTICIPATE JOINTLY WITH THE COMPANY IN THE
INVESTIGATION, ADJUSTMENT OR DEFENCE OF SUCH CLAIMS.
3.6
INSPECTION.
THE COMPANY SHALL KEEP ACCURATE
AND COMPLETE RECORDS, FILES AND ACCOUNTS OF ALL TRANSACTIONS AND MATTERS WITH
RESPECT TO THE RELEVANT RISKS IN ACCORDANCE WITH ITS RECORD MANAGEMENT PRACTICES
IN EFFECT FROM TIME TO TIME.
THE REINSURER OR ITS DESIGNATED REPRESENTATIVE (OR
PERSON APPOINTED OR CHARGED WITH THE DUTY TO EXAMINE OR INVESTIGATE THE
REINSURER UNDER APPLICABLE LAW) MAY UPON REASONABLE NOTICE INSPECT AND COPY (AND
TAKE AWAY SUCH COPIES), AT THE OFFICES OF THE COMPANY WHERE SUCH RECORDS ARE
LOCATED, THE PAPERS AND ANY AND ALL OTHER BOOKS OR DOCUMENTS OF THE COMPANY