FEES AND DISBURSEMENTS), PROVIDED, HOWEVER, THAT "LOSS" AND/OR
"LOSSES" SHALL NOT INCLUDE UNALLOCATED LOSS ADJUSTMENT EXPENSES INCURRED BY THE
COMPANY AND SHALL NOT INCLUDE LOSSES RESULTING WHERE A COURT OF COMPETENT
JURISDICTION FINDS THAT THE COMPANY COMMITTED A CRIMINAL ACT OR THE COMPANY
ADMITS OR DOES NOT DISPUTE THAT IT COMMITTED A CRIMINAL ACT.
7
6.4
REASONABLY PROMPTLY AFTER RECEIPT BY THE
COMPANY OF NOTICE OF ANY DEMAND, CLAIM OR CIRCUMSTANCES WHICH, WITH A LAPSE OF
TIME, WOULD GIVE RISE TO A CLAIM OR THE COMMENCEMENT (OR THREATENED
COMMENCEMENT) OF ANY ACTION, PROCEEDING OR INVESTIGATION (AN "ASSERTED
LIABILITY") THAT MAY RESULT IN AN INDEMNIFICATION OBLIGATION ON THE PART OF
NATIONAL UNION AND/OR LABOR READY UNDER THE TERMS OF THIS ARTICLE VI, THE
COMPANY SHALL GIVE NOTICE THEREOF (THE "CLAIMS NOTICE") TO NATIONAL UNION AND/OR
LABOR READY.
THE CLAIMS NOTICE SHALL INDICATE THE AMOUNT (ESTIMATED, IF
NECESSARY) OF THE LOSS THAT HAS BEEN OR MAY BE SUFFERED BY THE COMPANY.
6.5
NATIONAL UNION AND/OR LABOR READY, AS
APPLICABLE, SHALL DEFEND, AT THEIR OWN EXPENSE AND BY THEIR OWN COUNSEL, ANY
SUCH ASSERTED LIABILITY; PROVIDED, HOWEVER, THAT NATIONAL UNION AND/OR LABOR
READY MAY NOT COMPROMISE OR SETTLE ANY ASSERTED LIABILITY WITHOUT THE CONSENT OF
THE COMPANY UNLESS SUCH COMPROMISE OR SETTLEMENT (I) REQUIRES NO MORE THAN A
MONETARY PAYMENT FOR WHICH THE COMPANY IS HEREUNDER FULLY INDEMNIFIED OR
INVOLVES OTHER MATTERS NOT BINDING UPON THE COMPANY AND (II) FULLY RELEASES THE
COMPANY FROM ANY AND ALL LIABILITY.
IF IMMEDIATE ACTION IS NECESSARY TO DEFEND
THE COMPANY AGAINST AN ASSERTED LIABILITY, AND NATIONAL UNION AND/OR LABOR
READY, AS APPLICABLE, HAVE BEEN INFORMED OF THE NEED FOR IMMEDIATE ACTION BUT DO
NOT UNDERTAKE SUCH DEFENSE, THE COMPANY MAY DEFEND SUCH NEW ASSERTED LIABILITY
UNTIL SUCH TIME AS NATIONAL UNION AND/OR LABOR READY HAVE ACTED TO DEFEND THE
COMPANY OR UNTIL NATIONAL UNION AND/OR LABOR READY HAVE INFORMED THE COMPANY
THAT NATIONAL UNION AND/OR LABOR READY HAVE ASSUMED RESPONSIBILITY FOR SUCH
DEFENSE.
SUCH DEFENSE BY THE COMPANY SHALL BE AT THE EXPENSE OF NATIONAL UNION
AND/OR LABOR READY.
IN INFORMING ONE ANOTHER CONCERNING A NEW ASSERTED
LIABILITY THAT REQUIRES SUCH IMMEDIATE ACTION, NATIONAL UNION, LABOR READY AND
THE COMPANY MAY USE ANY MEANS OF COMMUNICATION THAT IS CLEARLY LIKELY TO PROVIDE
NOTICE.
IF THE COMPANY HAS NOT INFORMED NATIONAL UNION AND/OR LABOR READY, AS
APPLICABLE, OF THE NEED FOR IMMEDIATE ACTION, THE COST OF SUCH ACTION WILL BE
BORNE BY THE COMPANY UNTIL SUCH TIME AS NATIONAL UNION AND/OR LABOR READY ARE
NOTIFIED; LIKEWISE, IF NATIONAL UNION AND/OR LABOR READY HAVE ASSUMED THE
DEFENSE OF THE COMPANY AND NOTIFIED THE COMPANY OF SAME, ANY FURTHER ACTION BY
THE COMPANY THEREAFTER WILL BE AT THE COMPANY'S EXPENSE.
6.6
NOTWITHSTANDING THE PROVISIONS SET FORTH IN
SECTION 6.4, NATIONAL UNION AND/OR LABOR READY SHALL HAVE EXCLUSIVE CONTROL OVER
THE DEFENSE OF ANY ASSERTED LIABILITY FOR WHICH NATIONAL UNION AND/OR LABOR
READY HAVE ENTERED AN APPEARANCE OR OTHERWISE ASSUMED THE DEFENSE.
IN SUCH
CIRCUMSTANCES, THE COMPANY SHALL HAVE