Common use of Administration and Procedure Clause in Contracts

Administration and Procedure. (i) Phoenix or a subsidiary of Phoenix, as appropriate, shall be responsible for the claims administration and financial administration of all Policies for insured claims relating to the assets, ownership or operation of the Business prior to the Separation Date or termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy (whichever is later); PROVIDED, HOWEVER, that such retention by Phoenix of the Policies and the responsibility for claims administration and financial administration of the Policies are in no way intended to limit, inhibit or preclude any right to insurance coverage for any insured claims under the Policies by inSilicon. Phoenix shall direct each insurance carrier to pay to inSilicon any proceeds for the insured claims of inSilicon or, if Phoenix receives such proceeds, it shall forward them promptly to inSilicon. inSilicon or a subsidiary thereof, as appropriate, shall be responsible for all administrative and financial matters relating to insurance policies established and maintained by inSilicon and its subsidiaries for claims relating to any period on or after the Separation Date involving inSilicon or any of its subsidiaries. (ii) inSilicon shall notify Phoenix of any insured claim relating to inSilicon or a subsidiary thereof under one or more of the Policies, and inSilicon agrees to cooperate and coordinate with Phoenix concerning any strategy Phoenix may reasonably elect to pursue to secure coverage and payment for such insured claim by the appropriate insurance carrier. Notwithstanding the foregoing, Phoenix shall not be entitled to settle any insured claim relating to inSilicon or a subsidiary thereof without inSilicon's consent, which consent will not be unreasonably withheld. (iii) inSilicon or an appropriate subsidiary thereof shall assume responsibility for, and shall pay to the appropriate insurance carriers or otherwise, any premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges, as appropriate (collectively, "Insurance Charges"), whenever arising, which shall become due and payable under the terms and conditions of any applicable Policy in respect of any liabilities, losses, claims, actions or occurrences, whenever arising or becoming known, involving or relating to any of the assets, businesses, operations or liabilities of inSilicon or any of its subsidiaries, to the extent set forth in Section 4.3(a) and any such charges that relate to the period after the Separation Date or, if later, termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy. To the extent that the terms of any applicable Policy provide that Phoenix or a subsidiary thereof, as appropriate, shall have an obligation to pay or guarantee the payment of any Insurance Charges, Phoenix or such subsidiary shall be entitled to demand that inSilicon or a subsidiary thereof make such payment directly to the Person entitled thereto. In connection with any such demand, Phoenix shall submit to inSilicon or a subsidiary thereof a copy of any invoice received by Phoenix or a subsidiary pertaining to such Insurance Charges, together with appropriate supporting documentation, if available. In the event that inSilicon or its subsidiary fails to pay any Insurance Charges when due and payable, whether at the request of the party entitled to payment or upon demand by Phoenix or a subsidiary of Phoenix, Phoenix or a subsidiary of Phoenix may (but shall not be required to) pay such Insurance Charges for and on behalf of inSilicon or its subsidiary and, thereafter, inSilicon or its subsidiary shall forthwith reimburse Phoenix or such subsidiary of Phoenix for such payment.

Administration and Procedure. (i) Phoenix ARAC or a subsidiary of PhoenixARAC, as appropriate, shall be responsible for the claims administration and financial administration of all Policies for insured claims Covered Claims relating to the assets, ownership or operation of the Business prior to the Separation Date or termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy (whichever is later)Car Rental Business; PROVIDEDprovided, HOWEVERhowever, that such retention by Phoenix ARAC of the Policies and the responsibility for claims administration and financial administration of the Policies are in no way intended to limit, inhibit or preclude any right to insurance coverage for any insured claims Covered Claims under the Policies by inSiliconHoldings. Phoenix shall direct each insurance carrier to pay to inSilicon any proceeds for the insured claims of inSilicon or, if Phoenix receives such proceeds, it shall forward them promptly to inSilicon. inSilicon ARAC or a subsidiary thereof, as appropriate, shall be responsible for all administrative and financial matters relating to insurance policies established and maintained by inSilicon ARAC and its subsidiaries for claims relating to any period on or after the Separation Date involving inSilicon ARAC or any of its subsidiaries. (ii) inSilicon ARAC shall notify Phoenix Holdings of any insured claim Covered Claim relating to inSilicon ARAC or a subsidiary thereof under one or more of the PoliciesPolicies relating to a period prior to the Separation Date, and inSilicon ARAC agrees to cooperate and coordinate with Phoenix Holdings concerning any strategy Phoenix Holdings may reasonably elect to pursue to secure coverage and payment for such insured claim Covered Claim by the appropriate insurance carrier. Notwithstanding anything contained herein, in any other agreement or applicable Policy or any understanding to the foregoingcontrary, Phoenix shall not be entitled to settle any insured claim relating to inSilicon or a subsidiary thereof without inSilicon's consent, which consent will not be unreasonably withheld. (iii) inSilicon ARAC or an appropriate subsidiary thereof shall assume assumes responsibility for, and shall pay to the appropriate insurance carriers or otherwise, any premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges, as appropriate (collectively, "Insurance Charges"), whenever arising, which shall become due and payable under the terms and conditions of any applicable Policy in respect of any liabilities, losses, claims, actions or occurrences, whenever arising or becoming known, involving or relating to any of the assets, businesses, operations or liabilities of inSilicon ARAC or any of its subsidiaries, to the extent set forth in Section 4.3(a5.6(a) and any such charges that relate to the period after the Separation Date or, if later, termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such PolicyDate. To the extent that the terms of any applicable Policy provide that Phoenix Holdings or a subsidiary thereof, as appropriate, shall have an obligation to pay or guarantee the payment of any Insurance Charges, Phoenix Holdings or such subsidiary shall be entitled to demand that inSilicon ARAC or a subsidiary thereof make such payment directly to the Person person or entity entitled thereto. In connection with any such demand, Phoenix Holdings shall submit to inSilicon ARAC or a subsidiary thereof a copy of any invoice received by Phoenix Holdings or a subsidiary pertaining to such Insurance Charges, together with appropriate supporting documentation, if available. In the event that inSilicon ARAC or its subsidiary fails to pay any Insurance Charges when due and payable, whether at the request of the party entitled to payment or upon demand by Phoenix Holdings or a subsidiary of PhoenixHoldings, Phoenix Holdings or a subsidiary of Phoenix Holdings may (but shall not be required to) pay such Insurance Charges for and on behalf of inSilicon ARAC or its subsidiary and, thereafter, inSilicon ARAC or its subsidiary shall forthwith reimburse Phoenix Holdings or such subsidiary of Phoenix Holdings for such payment.

Administration and Procedure. (i) Phoenix or a subsidiary of Phoenix, as appropriate, AG shall be responsible for have the claims administration and financial administration of all Policies for insured claims relating to the assets, ownership or operation of the Business prior to the Separation Date or termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy (whichever is later); PROVIDED, HOWEVER, that such retention by Phoenix of the Policies and the responsibility for claims administration and financial administration of the Policies are in no way intended to limit, inhibit or preclude any right to insurance coverage for administer any insured claims made under the Policies by inSiliconany Program. Phoenix shall direct each insurance carrier to pay to inSilicon any proceeds for the insured claims of inSilicon or, if Phoenix receives such proceeds, it shall forward them promptly to inSilicon. inSilicon or a subsidiary thereof, as appropriate, shall be responsible for all administrative and financial matters relating to insurance policies established and maintained by inSilicon and its subsidiaries for claims relating to any period on or after the Separation Date involving inSilicon or any of its subsidiaries. (ii) inSilicon shall AG.c▇▇ ▇▇▇ll notify Phoenix AG of any insured claim relating to inSilicon or AG.c▇▇ ▇▇ a subsidiary Subsidiary thereof under one or more of the PoliciesPrograms, and inSilicon agrees AG.c▇▇ ▇▇▇ees to cooperate and coordinate with Phoenix AG concerning any strategy Phoenix AG may reasonably elect to pursue to secure coverage and payment for such insured claim by the appropriate insurance carrier. Notwithstanding anything contained herein, in any other agreement or applicable Program or any understanding to the foregoingcontrary, Phoenix shall not be entitled to settle any insured claim relating to inSilicon or a subsidiary thereof without inSilicon's consent, which consent will not be unreasonably withheld. (iii) inSilicon or an appropriate subsidiary thereof shall assume AG.c▇▇ ▇▇▇umes responsibility for, and shall pay to the appropriate insurance carriers or otherwise, any premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges, as appropriate (collectively, "Insurance Charges"), whenever arising, which shall become due and payable under the terms and conditions of any applicable Policy Program in respect of any liabilities, losses, claims, actions or occurrences, whenever arising or becoming known, involving or relating to any of the assets, businesses, operations or liabilities of inSilicon or AG.c▇▇ ▇▇ any of its subsidiaries, to the extent set forth in Section 4.3(a) and any such charges that relate to the period after the Separation Date or, if later, termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such PolicySubsidiaries. To the extent that the terms of any applicable Policy Program provide that Phoenix AG or a subsidiary Subsidiary thereof, as appropriate, shall have an obligation to pay or guarantee the payment of any Insurance Charges, Phoenix AG or such subsidiary Subsidiary shall be entitled to demand that inSilicon or AG.c▇▇ ▇▇ a subsidiary Subsidiary thereof make such payment directly to the Person person or entity entitled thereto. In connection with any such demand, Phoenix AG shall submit to inSilicon or AG.c▇▇ ▇▇ a subsidiary Subsidiary thereof a copy of any invoice received by Phoenix AG or a subsidiary member of the AG Group pertaining to such Insurance Charges, together with appropriate supporting documentation, if available. In the event that inSilicon or AG.c▇▇ ▇▇ its subsidiary Subsidiary fails to pay any Insurance Charges when due and payable, whether at the request of the party entitled to payment or upon demand by Phoenix AG or member of the AG Group, AG or a subsidiary Subsidiary of Phoenix, Phoenix or a subsidiary of Phoenix AG may (but shall not be required to) pay such Insurance Charges for and on behalf of inSilicon or AG.c▇▇ ▇▇ its subsidiary Subsidiary and, thereafter, inSilicon or AG.c▇▇ ▇▇ its subsidiary Subsidiary shall forthwith reimburse Phoenix AG or such subsidiary Subsidiary of Phoenix AG for such payment.

Administration and Procedure. (i) Phoenix Manor Care or a subsidiary of PhoenixManor Care, as appropriate, shall be responsible for the claims administration and financial administration of all Policies for insured claims Covered Claims relating to the assets, ownership or operation of the Business prior to the Separation Distribution Date or termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy (whichever is later)Lodging Business; PROVIDEDprovided, HOWEVERhowever, that such retention by Phoenix Manor Care of the Policies and the responsibility for claims administration and financial administration of the Policies are in no way intended to limit, inhibit or preclude any right to insurance coverage for any Covered Claims of a named insured claims under the Policies. Manor Care shall be entitled to compensation for and reimbursement of expenses incurred in connection with performing the claims administration and financial administration of the Policies by inSiliconin accordance with the terms of the Corporate Services Agreement. Phoenix shall direct each insurance carrier to pay to inSilicon any proceeds for Except as set forth in the insured claims of inSilicon orRisk Management Consulting Services Agreement, if Phoenix receives such proceeds, it shall forward them promptly to inSilicon. inSilicon Choice or a subsidiary thereof, as appropriate, shall be responsible for all administrative and financial matters relating to insurance policies established and maintained by inSilicon Choice and its subsidiaries for claims relating to any period on or after the Separation Distribution Date involving inSilicon Choice or any of its subsidiaries. (ii) inSilicon Choice shall notify Phoenix Manor Care of any insured claim Covered Claim relating to inSilicon Choice or a subsidiary thereof under one or more of the PoliciesPolicies relating to any period prior to the Distribution Date, and inSilicon Choice agrees to cooperate and coordinate with Phoenix Manor Care concerning any strategy Phoenix Manor Care may reasonably elect to pursue to secure coverage and payment for such insured claim Covered Claim by the appropriate insurance carrier. Notwithstanding anything contained herein, in any other agreement or applicable Policy or any understanding to the foregoingcontrary, Phoenix shall not be entitled to settle any insured claim relating to inSilicon or a subsidiary thereof without inSilicon's consent, which consent will not be unreasonably withheld. (iii) inSilicon Choice or an appropriate subsidiary thereof shall assume assumes responsibility for, and shall pay to the appropriate insurance carriers or otherwise, any premiums, retrospectively-retrospectively- rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges, as appropriate (collectively, "Insurance Charges"), whenever arising, which shall become due and payable under the terms and conditions of any applicable Policy in respect of any liabilities, losses, claims, actions or occurrences, whenever arising or becoming known, involving or relating to any of the assets, businesses, operations or liabilities of inSilicon Choice or any of its subsidiaries, which charges relate to (i) any Shock Losses to the extent set forth in Section 4.3(a5.10(a) and any such charges that relate to or (ii) the period after the Separation Date or, if later, termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such PolicyDistribution Date. To the extent that the terms of any applicable Policy provide that Phoenix Manor Care or a subsidiary thereof, as appropriate, shall have an obligation to pay or guarantee the payment of any Insurance Charges, Phoenix Manor Care or such subsidiary shall be entitled to demand that inSilicon Choice or a subsidiary thereof make such payment directly to the Person person or entity entitled thereto. In connection with any such demand, Phoenix Manor Care shall submit to inSilicon Choice or a subsidiary thereof a copy of any invoice received by Phoenix Manor Care or a subsidiary pertaining to such Insurance Charges, together with appropriate supporting documentation, if available. In the event that inSilicon Choice or its subsidiary fails to pay any Insurance Charges when due and payable, whether at the request of the party entitled to payment or upon demand by Phoenix Manor Care or a subsidiary of PhoenixManor Care, Phoenix Manor Care or a subsidiary of Phoenix Manor Care may (but shall not be required to) pay such Insurance Charges for and on behalf of inSilicon Choice or its subsidiary and, thereafter, inSilicon Choice or its subsidiary shall forthwith reimburse Phoenix Manor Care or such subsidiary of Phoenix Manor Care for such payment.

Administration and Procedure. (i) Phoenix Manor Care or a subsidiary of PhoenixManor Care, as appropriate, shall be responsible for the claims administration and financial administration of all Policies for insured claims Covered Claims relating to the assets, ownership or operation of the Business prior to the Separation Distribution Date or termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy (whichever is later)Lodging Business; PROVIDEDprovided, HOWEVERhowever, that such retention by Phoenix Manor Care of the Policies and the responsibility for claims administration and financial administration of the Policies are in no way intended to limit, inhibit or preclude any right to insurance coverage for any Covered Claims of a named insured claims under the Policies. Manor Care shall be entitled to compensation for and reimbursement of expenses incurred in connection with performing the claims administration and financial administration of the Policies by inSiliconin accordance with the terms of the Corporate Services Agreement. Phoenix shall direct each insurance carrier to pay to inSilicon any proceeds for Except as set forth in the insured claims of inSilicon orRisk Management Consulting Services Agreement, if Phoenix receives such proceeds, it shall forward them promptly to inSilicon. inSilicon Choice or a subsidiary thereof, as appropriate, shall be responsible for all administrative and financial matters relating to insurance policies established and maintained by inSilicon Choice and its subsidiaries for claims relating to any period on or after the Separation Distribution Date involving inSilicon Choice or any of its subsidiaries. (ii) inSilicon Choice shall notify Phoenix Manor Care of any insured claim Covered Claim relating to inSilicon Choice or a subsidiary thereof under one or more of the PoliciesPolicies relating to any period prior to the Distribution Date, and inSilicon Choice agrees to cooperate and coordinate with Phoenix Manor Care concerning any strategy Phoenix Manor Care may reasonably elect to pursue to secure coverage and payment for such insured claim Covered Claim by the appropriate insurance carrier. Notwithstanding anything contained herein, in any other agreement or applicable Policy or any understanding to the foregoingcontrary, Phoenix shall not be entitled to settle any insured claim relating to inSilicon or a subsidiary thereof without inSilicon's consent, which consent will not be unreasonably withheld. (iii) inSilicon Choice or an appropriate subsidiary thereof shall assume assumes responsibility for, and shall pay to the appropriate insurance carriers or otherwise, any premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges, as appropriate (collectively, "Insurance Charges"), whenever arising, which shall become due and payable under the terms and conditions of any applicable Policy in respect of any liabilities, losses, claims, actions or occurrences, whenever arising or becoming known, involving or relating to any of the assets, businesses, operations or liabilities of inSilicon Choice or any of its subsidiaries, which charges relate to (i) any Shock Losses to the extent set forth in Section 4.3(a5.10(a) and any such charges that relate to or (ii) the period after the Separation Date or, if later, termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such PolicyDistribution Date. To the extent that the terms of any applicable Policy provide that Phoenix Manor Care or a subsidiary thereof, as appropriate, shall have an obligation to pay or guarantee the payment of any Insurance Charges, Phoenix Manor Care or such subsidiary shall be entitled to demand that inSilicon Choice or a subsidiary thereof make such payment directly to the Person person or entity entitled thereto. In connection with any such demand, Phoenix Manor Care shall submit to inSilicon Choice or a subsidiary thereof a copy of any invoice received by Phoenix Manor Care or a subsidiary pertaining to such Insurance Charges, together with appropriate supporting documentation, if available. In the event that inSilicon Choice or its subsidiary fails to pay any Insurance Charges when due and payable, whether at the request of the party entitled to payment or upon demand by Phoenix Manor Care or a subsidiary of PhoenixManor Care, Phoenix Manor Care or a subsidiary of Phoenix Manor Care may (but shall not be required to) pay such Insurance Charges for and on behalf of inSilicon Choice or its subsidiary and, thereafter, inSilicon Choice or its subsidiary shall forthwith reimburse Phoenix Manor Care or such subsidiary of Phoenix Manor Care for such payment.. 30

Administration and Procedure. (i) Phoenix or a subsidiary Silicon Graphics shall have the right to administer any claims made under any Policy. The Company shall notify Silicon Graphics of Phoenix, as appropriate, shall be responsible for the claims administration and financial administration of all Policies for insured claims any claim relating to the assets, ownership or operation of the Business prior to the Separation Date or termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy (whichever is later); PROVIDED, HOWEVER, that such retention by Phoenix of the Policies and the responsibility for claims administration and financial administration of the Policies are in no way intended to limit, inhibit or preclude any right to insurance coverage for any insured claims under the Policies by inSilicon. Phoenix shall direct each insurance carrier to pay to inSilicon any proceeds for the insured claims of inSilicon or, if Phoenix receives such proceeds, it shall forward them promptly to inSilicon. inSilicon or a subsidiary thereof, as appropriate, shall be responsible for all administrative and financial matters relating to insurance policies established and maintained by inSilicon and its subsidiaries for claims relating to any period on or after the Separation Date involving inSilicon or any of its subsidiaries. (ii) inSilicon shall notify Phoenix of any insured claim relating to inSilicon Company or a subsidiary thereof under one or more of the Policies, and inSilicon the Company agrees to cooperate and coordinate with Phoenix Silicon Graphics concerning any strategy Phoenix Silicon Graphics may reasonably elect to pursue to secure coverage and payment for such insured claim by the appropriate insurance carrier. Notwithstanding anything contained herein, in any other agreement or applicable Policy or any understanding to the foregoingcontrary, Phoenix shall not be entitled to settle any insured claim relating to inSilicon or a subsidiary thereof without inSilicon's consent, which consent will not be unreasonably withheld. (iii) inSilicon or an appropriate subsidiary thereof shall assume the Company assumes responsibility for, and shall pay to the appropriate insurance carriers or otherwise, any premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges, as appropriate (collectively, "Insurance Charges"), whenever arising, which shall become due and payable under the terms and conditions of any applicable Policy in respect of any liabilities, losses, claims, actions or occurrences, whenever arising or becoming known, involving or relating to any of the assets, businesses, operations or liabilities of inSilicon the Company or any of its subsidiaries, to the extent set forth in Section 4.3(a) and any such charges that relate to the period after the Separation Date or, if later, termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy. To the extent that the terms of any applicable Policy provide that Phoenix Silicon Graphics or a subsidiary thereof, as appropriate, shall have an obligation to pay or guarantee the payment of any Insurance Charges, Phoenix Silicon Graphics or such subsidiary shall be entitled to demand that inSilicon the Company or a subsidiary thereof make such payment directly to the Person person or entity entitled thereto. In connection with any such demand, Phoenix Silicon Graphics shall submit to inSilicon the Company or a subsidiary thereof a copy of any invoice received by Phoenix Silicon Graphics or a subsidiary pertaining to such Insurance Charges, together with appropriate supporting documentation, if available. In the event that inSilicon the Company or its subsidiary fails to pay any Insurance Charges when due and payable, whether at the request of the party entitled to payment or upon demand by Phoenix Silicon Graphics or a subsidiary of PhoenixSilicon Graphics, Phoenix Silicon Graphics or a subsidiary of Phoenix Silicon Graphics may (but shall not be required to) pay such Insurance Charges for and on behalf of inSilicon the Company or its subsidiary and, thereafter, inSilicon the Company or its subsidiary shall forthwith reimburse Phoenix Silicon Graphics or such subsidiary of Phoenix Silicon Graphics for such payment.

Administration and Procedure. (i) Phoenix KSI or a subsidiary of PhoenixKSI, as appropriate, shall be responsible for the claims administration and financial administration of all Policies for insured claims Covered Claims relating to the assets, ownership or operation of the Business prior to the Separation Closing Date or termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy (whichever is later)KSI Business; PROVIDEDprovided, HOWEVERhowever, that such retention by Phoenix KSI of the Policies and the responsibility for claims administration and financial administration of the Policies are in no way intended to limit, inhibit or preclude any right to insurance coverage for any insured claims Covered Claims under the Policies by inSiliconthe Company. Phoenix shall direct each insurance carrier to pay to inSilicon any proceeds for the insured claims of inSilicon or, if Phoenix receives such proceeds, it shall forward them promptly to inSilicon. inSilicon KSI or a subsidiary thereof, as appropriate, shall be responsible for all administrative and financial matters relating to insurance policies established and maintained by inSilicon KSI and its subsidiaries subsidiaries, and for claims relating to any period on or after the Separation Closing Date involving inSilicon KSI or any of its subsidiaries. (ii) inSilicon KSI shall notify Phoenix the Company of any insured claim Covered Claims relating to inSilicon KSI or a subsidiary thereof under one or more of the PoliciesPolicies relating to a period prior to the Closing Date, and inSilicon KSI agrees to cooperate and coordinate with Phoenix the Company concerning any strategy Phoenix the Company may reasonably elect to pursue to secure coverage and payment for such insured claim Covered Claim by the appropriate insurance carrier. Notwithstanding anything contained herein, in any other agreement or applicable Policy or any understanding to the foregoingcontrary, Phoenix shall not be entitled to settle any insured claim relating to inSilicon or a subsidiary thereof without inSilicon's consent, which consent will not be unreasonably withheld. (iii) inSilicon KSI or an appropriate subsidiary thereof shall assume assumes responsibility for, and shall pay to the appropriate insurance carriers or otherwise, any premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges, as appropriate (collectively, "Insurance ChargesINSURANCE CHARGES"), whenever arising, which shall become due and payable under the terms and conditions of any applicable Policy in respect of any liabilities, losses, claims, actions or occurrences, whenever arising or becoming known, involving or relating to any of the assets, businesses, operations or liabilities of inSilicon KSI or any of its subsidiaries, to the extent set forth in Section 4.3(a5.4(a) and any such charges that relate to the period after the Separation Date or, if later, termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such PolicyClosing Date. To the extent that the terms of any applicable Policy provide that Phoenix the Company or a subsidiary thereof, as appropriate, shall have an obligation to pay or guarantee the payment of any Insurance Charges, Phoenix the Company or such subsidiary shall be entitled to demand that inSilicon KSI or a subsidiary thereof thereof, as appropriate, make such payment directly to the Person person or entity entitled thereto. In connection with any such demand, Phoenix the Company shall submit to inSilicon KSI or a its subsidiary thereof a copy of any invoice received by Phoenix the Company or a its subsidiary pertaining to such Insurance Charges, together with appropriate supporting documentation, if available. In the event that inSilicon KSI or its subsidiary subsidiary, as the case may be, fails to pay any Insurance Charges when due and payable, whether at the request of the party entitled to payment or upon demand by Phoenix the Company or a subsidiary of Phoenixthe Company, Phoenix the Company or a subsidiary of Phoenix the Company may (but shall not be required to) pay such Insurance Charges for and on behalf of inSilicon KSI or its subsidiary subsidiary, as appropriate, and, thereafter, inSilicon KSI or its subsidiary shall forthwith reimburse Phoenix the Company or such subsidiary of Phoenix the Company for such payment.

Administration and Procedure. (i) Phoenix The Company or a subsidiary of Phoenixthe Company, as appropriate, shall be responsible for the claims administration and financial administration of all Policies for insured claims Covered Claims relating to the assets, ownership or operation of the Business prior to the Separation Closing Date or termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy (whichever is later)Company Business; PROVIDEDprovided, HOWEVERhowever, that such retention by Phoenix the Company of the Policies and the responsibility for claims administration and financial administration of the Policies are in no way intended to limit, inhibit or preclude any right to insurance coverage for any insured claims Covered Claims under the Policies by inSiliconSilicon Graphics. Phoenix shall direct each insurance carrier to pay to inSilicon any proceeds for the insured claims of inSilicon or, if Phoenix receives such proceeds, it shall forward them promptly to inSilicon. inSilicon The Company or a subsidiary thereof, as appropriate, shall be responsible for all administrative and financial matters relating to insurance policies established and maintained by inSilicon the Company and its subsidiaries for claims relating to any period on or after the Separation Closing Date involving inSilicon the Company or any of its subsidiaries. (ii) inSilicon The Company shall notify Phoenix Silicon Graphics of any insured claim Covered Claim relating to inSilicon the Company or a subsidiary thereof under one or more of the PoliciesPolicies relating to a period prior to the Closing Date, and inSilicon the Company agrees to cooperate and coordinate with Phoenix Silicon Graphics concerning any strategy Phoenix Silicon Graphics may reasonably elect to pursue to secure coverage and payment for such insured claim Covered Claim by the appropriate insurance carrier. Notwithstanding anything contained herein, in any other agreement or applicable Policy or any understanding to the foregoingcontrary, Phoenix shall not be entitled to settle any insured claim relating to inSilicon or a subsidiary thereof without inSilicon's consent, which consent will not be unreasonably withheld. (iii) inSilicon the Company or an appropriate subsidiary thereof shall assume assumes responsibility for, and shall pay to the appropriate insurance carriers or otherwise, any premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges, as appropriate (collectively, "Insurance Charges"), whenever arising, which shall become due and payable ------------------ under the terms and conditions of any applicable Policy in respect of any liabilities, losses, claims, actions or occurrences, whenever arising or becoming known, involving or relating to any of the assets, businesses, operations or liabilities of inSilicon the Company or any of its subsidiaries, to the extent set forth in Section 4.3(a5.5(a) and any such charges that relate to the period after the Separation Date or, if later, termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such PolicyClosing Date. To the extent that the terms of any applicable Policy provide that Phoenix Silicon Graphics or a subsidiary thereof, as appropriate, shall have an obligation to pay or guarantee the payment of any Insurance Charges, Phoenix Silicon Graphics or such subsidiary shall be entitled to demand that inSilicon the Company or a subsidiary thereof make such payment directly to the Person person or entity entitled thereto. In connection with any such demand, Phoenix Silicon Graphics shall submit to inSilicon the Company or a subsidiary thereof a copy of any invoice received by Phoenix Silicon Graphics or a subsidiary pertaining to such Insurance Charges, together with appropriate supporting documentation, if available. In the event that inSilicon the Company or its subsidiary fails to pay any Insurance Charges when due and payable, whether at the request of the party entitled to payment or upon demand by Phoenix Silicon Graphics or a subsidiary of PhoenixSilicon Graphics, Phoenix Silicon Graphics or a subsidiary of Phoenix Silicon Graphics may (but shall not be required to) pay such Insurance Charges for and on behalf of inSilicon the Company or its subsidiary and, thereafter, inSilicon the Company or its subsidiary shall forthwith reimburse Phoenix Silicon Graphics or such subsidiary of Phoenix Silicon Graphics for such payment.

Administration and Procedure. (i) Phoenix OHS and its subsidiaries appoint Olsten or a subsidiary Retained Subsidiary, as appropriate, to administer, in good faith, all claims and finances relating to the Shared Policies, including the prosecution of Phoenixany actions for declaratory relief, "bad faith" or other extra-contractual damages. From and after the Effective Time, Olsten or a Retained Subsidiary, as appropriate, shall be responsible for the claims administration and financial administration of all Shared Policies for insured claims relating to the assets, ownership or operation of the Business prior to the Separation Date or termination Effective Time of the applicable period set forth in the Health Services and Cost-Sharing Agreement with respect to each such Policy (whichever is later)Business; PROVIDEDprovided, HOWEVERhowever, that such retention by Phoenix of the Policies and the responsibility for claims administration and financial administration of the Shared Policies are in no way intended to limit, inhibit or preclude any right to insurance coverage for any insured claims under the Shared Policies. Olsten shall be entitled to compensation for and reimbursement of expenses incurred in connection with performing the claims administration and financial administration of the Shared Policies by inSilicon. Phoenix shall direct each insurance carrier to pay to inSilicon any proceeds for the insured claims of inSilicon or, if Phoenix receives such proceeds, it shall forward them promptly to inSilicon. inSilicon or on a subsidiary thereofcost basis, as appropriate, agreed by the parties and Olsten and OHS shall be responsible for all administrative comply with the provisions of the second paragraph of Section 5.08 with respect to billing and financial matters relating reimbursement. Olsten shall use reasonable care and act in good faith with respect to insurance policies established and maintained by inSilicon and its subsidiaries for claims relating to any period on or after the Separation Date involving inSilicon or any each of its subsidiariesobligations under Section 5.11. (ii) inSilicon OHS shall promptly notify Phoenix Olsten of any insured claim Covered Claim relating to inSilicon OHS or a subsidiary thereof any Health Subsidiary under one or more of the PoliciesShared Policies relating to any period prior to the Effective Time, and inSilicon OHS agrees to cooperate and coordinate with Phoenix Olsten concerning any strategy Phoenix Olsten may reasonably elect to pursue to secure coverage and payment for such insured claim Covered Claim by the appropriate insurance carrier. Notwithstanding Olsten shall have final authority to compromise, settle or otherwise resolve any claim or action under any Shared Policy, including, without limitation, decisions to prosecute any action for declaratory relief, "bad faith" or other extra-contractual damages; provided, that, as a condition to any compromise or settlement of any such claim or action on behalf of OHS (x) Olsten obtains a written release on behalf of OHS for such claim or action and (y) if such settlement or compromise includes any remedy or relief against OHS, other than monetary damages within the foregoingcoverage limits of the applicable Shared Policy, Phoenix shall not be entitled Olsten shall, prior to settle entering into any insured claim relating to inSilicon such compromise or a subsidiary thereof without inSilicon's consentsettlement, obtain the consent of OHS, which consent will shall not be unreasonably withheld. (iii) inSilicon . Notwithstanding anything contained herein, in any other agreement or an Shared Policy or any understanding to the contrary, OHS or the appropriate subsidiary thereof shall assume Health Subsidiary assumes responsibility for, and shall pay to the appropriate insurance carriers or otherwise, any premiums, reporting endorsements, tails, noses, retroactive endorsements, retrospectively-rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges, as appropriate (collectively, "Insurance Charges"), whenever arising, which shall become due and payable under the terms and conditions of any applicable Shared Policy in respect of any liabilities, losses, claims, actions or occurrences, whenever arising or becoming known, involving or relating to any of the assets, businesses, operations or liabilities of inSilicon or any of its subsidiariesthe Health Services Business, to the extent set forth in Section 4.3(a) and any such which charges that relate to the period after the Separation Date or, if later, termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such PolicyEffective Time. To the extent that the terms of any applicable Shared Policy provide that Phoenix Olsten or a subsidiary thereofRetained Subsidiary, as appropriate, shall have an obligation to pay or guarantee the payment of any Insurance Charges, Phoenix Olsten or such subsidiary Retained Subsidiary shall be entitled to demand that inSilicon OHS or a subsidiary thereof Health Subsidiary make such payment directly to the Person person or entity entitled thereto. In connection with any such demand, Phoenix Olsten shall submit to inSilicon OHS or a subsidiary thereof Health Subsidiary a copy of any invoice received by Phoenix Olsten or a subsidiary any Retained Subsidiary pertaining to such Insurance Charges, together with appropriate supporting documentation, if available. In the event that inSilicon OHS or its subsidiary any of the Health Subsidiaries fails to pay any Insurance Charges when due and payable, whether at the request of the party entitled to payment or upon demand by Phoenix Olsten or a subsidiary of PhoenixRetained Subsidiary, Phoenix Olsten or a subsidiary of Phoenix Retained Subsidiary may (but shall not be required to) pay such Insurance Charges for and on behalf of inSilicon OHS or its subsidiary the Health Subsidiary and, thereafter, inSilicon OHS or its subsidiary the Health Subsidiary shall forthwith reimburse Phoenix Olsten or such subsidiary of Phoenix the Retained Subsidiaries for such payment. (iii) OHS or a Health Subsidiary, as appropriate, shall be responsible for all Insurance Charges claims administration and financial administration and risk management programs relating to the Health Services Business Policies and any insurance policies established and maintained by OHS and the Health Subsidiaries for claims relating to any period on or after the Effective Time involving OHS or any of the Health Subsidiaries.