THE RETROCEDENT.
IN CONSIDERATION OF
RECEIPT OF THE PAYMENT DESCRIBED IN ARTICLE I, THE RELEASE PROVIDED IN SECTION
2.1 AND THE RETROCEDENT'S INDEMNIFICATION OBLIGATIONS DESCRIBED IN SECTION 2.3,
AS OF THE EFFECTIVE TIME, THE RETROCESSIONAIRE HEREBY FOREVER RELEASES AND
DISCHARGES THE RETROCEDENT, AND ITS RESPECTIVE PREDECESSORS, SUCCESSORS,
PARENTS, ASSIGNS, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, REPRESENTATIVES,
LIQUIDATORS, RECEIVERS, SHAREHOLDERS, HEIRS, EXECUTORS, ADMINISTRATORS, AND
ATTORNEYS FROM ANY AND ALL PAST, PRESENT, AND FUTURE OBLIGATIONS, ADJUSTMENTS,
LIABILITY FOR PAYMENT OF INTEREST, OFFSETS, ACTIONS, CAUSES OF ACTION, SUITS,
DEBTS, SUMS OF MONEY, ACCOUNTS, PREMIUM PAYMENTS, RECKONINGS, BONDS, BILLS,
COVENANTS, CONTRACTS, CONTROVERSIES, AGREEMENTS, PROMISES, DAMAGES, JUDGMENTS,
LIENS, RIGHTS, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COSTS ACTUALLY
INCURRED), CLAIMS AND DEMANDS, LIABILITIES AND LOSSES OF ANY NATURE WHATSOEVER,
WHETHER GROUNDED IN LAW, IN EQUITY, IN ADMIRALTY, IN CONTRACT OR IN TORT, ALL
WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, VESTED OR CONTINGENT, THAT
THE RETROCESSIONAIRE NOW HAS, OWNS, OR HOLDS OR CLAIMS TO HAVE, OWN, OR HOLD, OR
AT ANY TIME HAD, OWNED, OR HELD, OR CLAIMED TO HAVE HAD, OWNED, OR HELD, OR MAY
AFTER THE EXECUTION OF THIS AGREEMENT HAVE, OWN, OR HOLD OR CLAIM TO HAVE, OWN,
OR HOLD, ARISING OUT OF CONDUCT OR MATTERS OCCURRING PRIOR TO OR SUBSEQUENT TO
THE EXECUTION OF THIS AGREEMENT, AGAINST THE RETROCEDENT, ARISING FROM, BASED
UPON, OR IN ANY WAY RELATED TO THE RETROCESSION AGREEMENT, IT BEING THE
INTENTION OF THE PARTIES THAT THIS RELEASE OPERATE AS A FULL AND FINAL
SETTLEMENT OF THE RETROCEDENT'S CURRENT AND FUTURE LIABILITIES TO THE
RETROCESSIONAIRE UNDER AND IN CONNECTION WITH THE RETROCESSION AGREEMENT,
PROVIDED, HOWEVER, THAT THIS RELEASE DOES NOT DISCHARGE OBLIGATIONS OF THE
RETROCEDENT THAT HAVE BEEN UNDERTAKEN OR IMPOSED BY THE TERMS OF THIS AGREEMENT.
SECTION 2.3
RETROCEDENT INDEMNIFICATION OF RETROCESSIONAIRE.
THE RETROCEDENT
AGREES TO INDEMNIFY AND HOLD THE RETROCESSIONAIRE, ITS PREDECESSORS, SUCCESSORS,
PARENTS, AFFILIATES, SUBSIDIARIES, AGENTS, OFFICERS, DIRECTORS, SHAREHOLDERS AND
THEIR ASSIGNS (HEREINAFTER "AFFILIATED PERSONS") HARMLESS FOR, FROM AND AGAINST
ANY AND ALL OBLIGATIONS, LIABILITIES, CLAIMS, ACTIONS AND DEMANDS OF ANY NATURE
WHATSOEVER ("ACTIONS"), WHETHER IN LAW OR IN EQUITY, WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE, ARISING FROM, BASED UPON, OR IN ANY WAY RELATED TO THE
RETROCESSION AGREEMENT.
IN ADDITION, THE RETROCEDENT AGREES TO DEFEND, ON
BEHALF OF THE RETROCESSIONAIRE AND THE AFFILIATED PERSONS, AT THE
2
RETROCEDENT'S SOLE COST AND EXPENSE, ANY AND ALL ACTIONS BROUGHT AGAINST THE
RETROCESSIONAIRE OR THE AFFILIATED PERSONS WITH RESPECT TO MATTERS ARISING FROM,
BASED UPON, OR IN ANY WAY RELATED TO THE RETROCESSION AGREEMENT.
THE MANNER IN
WHICH SUCH DEFENSE SHALL BE CONDUCTED SHALL BE SOLELY WITHIN THE DISCRETION OF
THE RETROCEDENT; PROVIDED THAT SUCH DEFENSE IS CONDUCTED IN ACCORDANCE WITH
REASONABLE PROFESSIONAL STANDARDS AND IN THE INTEREST OF THE RETROCESSIONAIRE
AND THE AFFILIATED PERSONS.
WITHOUT WAIVER OR MODIFICATION OF THIS ACCORD AND
SATISFACTION, THE RETROCESSIONAIRE SHALL HAVE THE RIGHT TO PARTICIPATE, AT ITS
SOLE COST AND EXPENSE, IN THE DEFENSE OF ANY ACTIONS.
IF THE RETROCEDENT SHALL
FAIL TO ASSUME SUCH DEFENSE OR FAIL TO