EXHIBIT F-1
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REWRITTEN INDEMNITY REINSURANCE AGREEMENT
by and between
PEERLESS INSURANCE COMPANY
and
ONEBEACON INSURANCE COMPANY
Dated as of November 1, 2001
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TABLE OF CONTENTS
Page
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ARTICLE I. DEFINITIONS.......................................................1
ARTICLE II. COVERAGE.........................................................1
ARTICLE III. GENERAL PROVISIONS..............................................2
ARTICLE IV. REINSURANCE PREMIUMS, CEDING COMMISSION, RECOVERIES AND
COMMUTATIONS...............................................2
ARTICLE V. REPORTS, REMITTANCES AND FINANCIAL MONITORING.....................4
ARTICLE VI. DURATION AND TERMINATION.........................................5
ARTICLE VII. INSOLVENCY......................................................5
ARTICLE VIII. DISPUTE RESOLUTION.............................................6
ARTICLE IX. REINSURANCE CREDIT, REINSURANCE SECURITY.........................7
ARTICLE X. MISCELLANEOUS PROVISIONS..........................................8
EXHIBITS
Exhibit A Glossary of Terms
Exhibit B Form of Monthly Report
SCHEDULES
Schedule 2.1 Ceded External Reinsurance Arrangements
-i-
REWRITTEN
INDEMNITY REINSURANCE AGREEMENT
This REWRITTEN
INDEMNITY REINSURANCE AGREEMENT, dated as of November 1,
2001 (this "Agreement"), is entered into by and between Peerless Insurance
Company, a stock insurance company organized under the laws of the State of New
Hampshire ("Peerless") and OneBeacon Insurance Company, a stock insurance
company organized under the laws of the Commonwealth of Pennsylvania ("OBIC").
W I T N E S S E T H
WHEREAS, the Master Agreement, dated as of October 30, 2001 by and among
White Mountains Insurance Group, Ltd., OneBeacon Corporation and Liberty Mutual
Insurance Company contemplates the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
agreements and covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
ARTICLE I.
DEFINITIONS
Section 1.1 DEFINITIONS. Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Glossary of Terms, attached as
Exhibit A to this Agreement and incorporated herein.
ARTICLE II.
COVERAGE
Section 2.1 COVERAGE. From and after the Effective Date, Peerless agrees
to (i) cede to OBIC, and OBIC agrees to accept: (a) 67% of the Reinsured
Liabilities incurred under the RAM Rewritten Policies which have policy periods
that become effective during Year 1 and (b) 33% of the Reinsured Liabilities
incurred under the RAM Rewritten Policies which have policy periods that become
effective during Year 2; and (ii) retrocede to OBIC, and OBIC agrees to accept:
(a) 67% of the Reinsured Liabilities incurred under the Peerless Retroceded
Policies which have policy periods that become effective during Year 1 and (b)
33% of the Reinsured Liabilities incurred under the Peerless Retroceded Policies
which have policy periods that become effective during Year 2; in each case, net
of all reinsurance recoverables with respect to such Reinsured Liabilities
incurred under (A) the ceded external reinsurance arrangements described on
SCHEDULE 2.1 and (B) any other ceded external reinsurance arrangements entered
into by Peerless which become effective on or after the Effective Date, whether
or not actually
collected or collectible (collectively, the "Ceded External Reinsurance
Arrangements"), in each case, that have not been commuted.
Section 2.2 TERRITORY. The territorial limits of this Agreement shall
apply wherever the RAM Rewritten Policies and the Peerless Retroceded Policies
apply.
ARTICLE III.
GENERAL PROVISIONS
Section 3.1 INSPECTION. The parties to this Agreement or their designated
representatives may inspect, at the offices of Peerless, OBIC, any RAM Group
Company or any OneBeacon Insurer where such records are located, any and all
books, records or documents relating to the RAM Rewritten Policies and the
Peerless Retroceded Policies including, without limitation, any information
necessary for OBIC to audit, on a monthly basis, the report furnished each month
pursuant to Section 5.1 to ensure that only premiums and Reinsured Liabilities
incurred under the RAM Rewritten Policies and Peerless Retroceded Policies
relating to the Business are ceded to OBIC under this Agreement during normal
business hours and upon reasonable prior notice for such period as this
Agreement is in effect or for as long thereafter as any rights or obligations of
any party survives; PROVIDED, that a representative from the other party shall
have the right to be present during such inspection. The information obtained
pursuant to this provision shall be used only for purposes relating to
reinsurance under this Agreement.
Section 3.2 COMMUTATIONS. Peerless covenants and agrees not to commute any
Ceded External Reinsurance Arrangement with respect to the Reinsured Liabilities
incurred under the RAM Rewritten Policies or the Peerless Retroceded Policies
each of which have policy periods that become effective during the term of this
Agreement, without the consent of OBIC.
Section 3.3 CESSION OF RAM REWRITTEN POLICIES TO PEERLESS. Subject to
receipt of receipt of regulatory approval for which application has been made,
Peerless covenants and agrees that it will cause each of the RAM Group Companies
to cede to Peerless 100% of the Reinsured Liabilities incurred under the RAM
Rewritten Policies which have policy periods that become effective during the
term of this Agreement.
ARTICLE IV.
REINSURANCE PREMIUMS, CEDING COMMISSION, RECOVERIES AND
COMMUTATIONS
Section 4.1 REINSURANCE PREMIUMS. OBIC shall be entitled to receive from
Peerless a reinsurance premium equal to (a) (i) 67% of the written premium,
premium adjustments and Other Income with respect to RAM Rewritten Policies
which have policy periods that become effective during Year 1, less an amount
equal to 67% of reinsurance premiums payable by
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Peerless under the Ceded External Reinsurance Arrangements with respect to the
RAM Rewritten Policies, and (ii) 33% of the written premium, premium adjustments
and Other Income with respect to RAM Rewritten Policies which have policy
periods that become effective during Year 2, less an amount equal to 33% of
reinsurance premiums payable by Peerless under the Ceded External Reinsurance
Arrangements with respect to the RAM Rewritten Policies; and (b) (i) 67% of the
written premium, premium adjustments and Other Income with respect to Peerless
Retroceded Policies under the Peerless Post-Closing
Indemnity Reinsurance
Agreement which have policy periods that become effective during Year 1, less an
amount equal to 67% of reinsurance premiums payable by Peerless under the Ceded
External Reinsurance Arrangements with respect to the Peerless Retroceded
Policies, and (ii) 33% of the written premium, premium adjustments and Other
Income with respect to OBIC Retroceded Policies with respect to the Peerless
Retroceded Policies under the Peerless Post-Closing
Indemnity Reinsurance
Agreement which have policy periods that become effective during Year 2, less an
amount equal to 33% of reinsurance premiums payable by Peerless under the Ceded
External Reinsurance Arrangements with respect to the Peerless Retroceded
Policies.
Section 4.2 CEDING COMMISSION. Peerless shall be entitled to receive from
OBIC a ceding commission equal to (i) 67% of the sum of (a) Cedent's Expenses
incurred by the RAM Group Companies with respect to RAM Rewritten Policies and
(b) the ceding commission paid by Peerless under the Peerless Post-Closing
Indemnity Reinsurance Agreement during Year 1 and (ii) 33% of the sum of (a)
Cedent's Expenses incurred by the RAM Group Companies with respect to RAM
Rewritten Policies and (b) the ceding commission paid by Peerless under the
Peerless Post-Closing
Indemnity Reinsurance Agreement during Year 2.
Section 4.3 RECOVERIES. OBIC shall be entitled to receive from Peerless,
and Peerless hereby assigns to OBIC, its allocated portion of salvage and
subrogation received, if any, by the RAM Group Companies with respect to the RAM
Rewritten Policies which have policy periods that become effective during the
term of this Agreement and by Peerless under the Peerless Post-Closing
Indemnity
Reinsurance Agreement with respect to the Peerless Retroceded Policies which
become effective during the term of this Agreement relating to Losses paid by
OBIC.
Section 4.4 COMMUTATION AMOUNTS. OBIC shall be entitled to receive from
Peerless 67% of commutation amounts received by the RAM Group Companies with
respect to the RAM Rewritten Policies which have policy periods that become
effective during Year 1 and by Peerless with respect to the Peerless Retroceded
Policies which have policy periods that become effective during Year 1 in
connection with any commutation of a Ceded External Reinsurance Arrangement and
33% of such amounts with respect to the RAM Rewritten Policies and the Peerless
Retroceded Policies each of which become effective during Year 2 in connection
with any such commutation.
Section 4.5 UNCOLLECTIBLE REINSURANCE. Peerless shall be entitled to
receive from OBIC (i) 67% of any paid reinsurance recoverable under a Ceded
External Reinsurance Arrangement with respect to the RAM Rewritten Policies and
the Peerless Retroceded Policies, each of which have policy periods that become
effective during Year 1, which becomes uncollectible and is charged off in
accordance with statutory accounting practices and (ii) 33% of
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such paid reinsurance recoverable with respect to RAM Rewritten Policies and the
Peerless Retroceded Policies, each of which become effective during Year 2,
which becomes uncollectible and is charged off in accordance with statutory
accounting practices. Any recovery of a previously charged off paid reinsurance
recoverable shall be paid by Peerless to OBIC. Such amounts shall be included in
the monthly report delivered pursuant to Section 5.1.
ARTICLE V.
REPORTS, REMITTANCES AND FINANCIAL MONITORING
Section 5.1 MONTHLY REPORTS. Within thirty (30) calendar days after the
end of each calendar month, commencing with November 30, 2001, Peerless shall
furnish to OBIC a report (i) setting forth for such calendar month in accordance
with the provisions of this Agreement, the information, including, without
limitation, the net balance due to either party under this Agreement, and (ii)
in the format, each as set forth on Exhibit B.
Section 5.2 PAYMENT OF AMOUNTS DUE. Any balance due to either party in
accordance with the report furnished each month pursuant to Section 5.1 shall be
paid each month by the other within fifteen (15) days of receipt of such report
by OBIC. Any amounts owed to or by any party hereto, shall be netted against
amounts owed to or by any such party in accordance with the Offset Agreement.
Except as otherwise specifically provided herein, the reinsurance premium shall
be remitted to OBIC on an earned basis, and Loss and Allocated Loss Adjustment
Expenses shall be remitted to Peerless on a paid basis.
Section 5.3 ADDITIONAL REPORTS AND UPDATES. For so long as this Agreement
remains in effect and thereafter until all Reinsured Liabilities incurred under
the RAM Rewritten Policies and the Peerless Retroceded Policies each of which
have policy periods that become effective during the term of this Agreement are
fully and finally settled, OBIC and Peerless shall periodically furnish to each
other such other reports and information relating to the RAM Rewritten Policies
and the Peerless Retroceded Policies as may be reasonably required by OBIC or
Peerless, as the case may be.
Section 5.4 FINANCIAL MONITORING. During the term of this Agreement,
Peerless shall (a) on a monthly basis, provide OBIC with financial reports for
the Business, and (b) on a quarterly basis, make available to OBIC (i) the chief
executive officer and the chief financial officer of the Executive Committee of
the RAM Group Companies to discuss business, operations and prospects of the
Business and (ii) any other operating personnel reasonably requested by OBIC to
discuss specifically identified topics relating to the Business.
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ARTICLE VI.
DURATION AND TERMINATION
Section 6.1 DURATION. Except as otherwise provided herein, this Agreement
shall be continuous until terminated.
Section 6.2 OBIC'S LIABILITY. Except as provided under Sections 6.3 and
6.4 below, OBIC's liability with respect to the Reinsured Liabilities incurred
under the RAM Rewritten Policies and under the Peerless Retroceded Policies each
of which have policy periods that become effective during the term of this
Agreement will terminate on the date Peerless' liability with respect to such
Reinsured Liabilities incurred is terminated and all obligations of OBIC
hereunder are fulfilled.
Section 6.3 TERMINATION FOR RATINGS DOWNGRADE. In the event that a RAM
Group Company fails to maintain a claims paying ability rating from A.M. Best
Company, Inc. of at least A-, OBIC shall have the right to terminate this
Agreement within thirty (30) days following a public announcement of such event
by giving written notice to Peerless setting forth a termination date which is
not more than thirty (30) days following such written notice, such that OBIC
shall have no liability for Reinsured Liabilities incurred under those RAM
Rewritten Policies written by such RAM Group Company which have policy periods
that become effective on or after such termination date, but shall continue to
be liable for Reinsured Liabilities incurred under those RAM Rewritten Policies
written by such RAM Group Company which have policy periods that become
effective prior to such termination date.
Section 6.4 TERMINATION FOR CHANGE OF CONTROL. In the event that there is
a Change of Control of Peerless, Peerless shall give written notice to OBIC
within thirty (30) days of such event. OBIC shall have the right to terminate
this Agreement within thirty (30) days following such notice by Peerless by
giving written notice to Peerless setting forth a termination date which is not
more than thirty (30) days following such written notice by OBIC, such that OBIC
shall have no liability for Reinsured Liabilities incurred under the RAM
Rewritten Policies on or after such termination date, but shall continue to be
liable for Reinsured Liabilities incurred under the RAM Rewritten Policies prior
to such termination date.
ARTICLE VII.
INSOLVENCY
Section 7.1 PAYMENTS. In the event of the insolvency of Peerless, payments
due Peerless on all reinsurance made, ceded, renewed or otherwise becoming
effective under this Agreement shall be payable by OBIC directly to Peerless or
to its liquidator, receiver, or statutory successor on the basis of the
liability of Peerless under the policy or policies reinsured, without diminution
because of the insolvency of Peerless. It is agreed and understood, however, (i)
that in the event of the insolvency of Peerless, OBIC shall be given written
notice of the pendency of a claim against Peerless on a RAM Rewritten Policy or
Reinsured Policy within
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reasonable time after such claim is filed in the insolvency proceeding and (ii)
that during the pendency of such claim, OBIC may investigate such claim and
interpose, at its own expense, in the proceeding where such claim is to be
adjudicated, any defenses which it may deem available to Peerless or its
liquidator, receiver or statutory successor. Nothing in this Agreement shall
give any insured or any other person any rights against OBIC with respect to any
RAM Rewritten Policy or OBIC Retroceded Policy reinsured hereunder or otherwise.
Section 7.2 EXPENSES. It is further understood that any expense incurred
by OBIC pursuant to Section 7.1 shall be chargeable, subject to court approval,
against Peerless as part of the expense of liquidation to the extent of a
proportionate share of the benefit which may accrue to Peerless solely as a
result of the defense undertaken by OBIC.
Section 7.3 SETOFF. In the event of the insolvency of Peerless or OBIC,
any debts or credits, matured or unmatured, liquidated or unliquidated,
regardless of when they arose or were incurred, in favor of or against OBIC or
Peerless, including debts or credits under the Peerless Post-Closing
Indemnity
Reinsurance Agreement, are deemed mutual debts or credits, as the case may be,
as between OBIC and Peerless and, as between them, shall be setoff, and only the
net balance shall be allowed or paid.
ARTICLE VIII.
DISPUTE RESOLUTION
Section 8.1 DISPUTE RESOLUTION. As a condition precedent to any right of
action hereunder, if any dispute shall arise between OBIC and Peerless with
reference to the interpretation or performance of this Agreement, including the
formation or validity thereof, or their rights with respect to any transaction
involved, whether such dispute arises before or after the termination of this
Agreement, such dispute, upon the written request of either party, shall be
submitted for resolution by arbitration. Within 30 days after receipt of such
written request, each party shall select one arbitrator (for a total of two),
and such selected arbitrators shall select a third arbitrator within 60 days
after receipt of such written request for arbitration. If either party fails to
select an arbitrator within such time period, the arbitrator that was timely
selected by the other party shall serve as the sole arbitrator. If the two
arbitrators fail to agree upon the selection of a third arbitrator within the
time limit allowed, the third arbitrator shall be selected by the two
arbitrators from a panel of five arbitrators proposed by the American
Arbitration Association or, if the two arbitrators fail to agree upon a
selection within 10 days, the third arbitrator shall be selected in accordance
with the rules of the American Arbitration Association. All arbitrators shall be
active or retired disinterested officers of a property and casualty insurance or
reinsurance company. No arbitrator shall be or have been affiliated with or
employed by any party hereto or their respective Affiliates.
The arbitrators shall interpret this Agreement as an honorable engagement
and not merely as a legal obligation; they are relieved of all judicial
formalities and may abstain from following the strict rules of law and they
shall make their award with a view to effecting the general purpose of this
Agreement in a reasonable manner rather than in accordance with a literal
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interpretation of the language. The arbitration shall occur in Boston,
Massachusetts or a mutually acceptable location. The arbitrators shall make
their determination within 60 days after the appointment of the last arbitrator.
The decision of any two arbitrators, or of the sole arbitrator in the
event of untimely appointment, when filed with the parties hereto, shall be
final and binding on both parties and need not be in writing; PROVIDED that the
amount of the award, if any, shall be in writing by the arbitrator or
arbitrators as the case may be. Judgment may be entered upon the final decision
of the arbitrators in any court having jurisdiction. The final judgment of the
arbitrators, and any award rendered thereon, shall not be subject to appeal.
Unless otherwise provided in the arbitration award, each party shall bear
the expense of its own arbitrator and shall jointly and equally bear with the
other party the expense of the third arbitrator and of the arbitration. If the
panel consists of only one arbitrator due to the failure of one party to timely
appoint an arbitrator, the party that appointed such arbitrator shall be
responsible for the fees and expenses of such arbitrator.
ARTICLE IX.
REINSURANCE CREDIT, REINSURANCE SECURITY
Section 9.1 REINSURANCE CREDIT. Notwithstanding any other provision of
this Agreement to the contrary, if OBIC is or at any time becomes unauthorized
or unaccredited in any applicable state or the District of Columbia or any other
jurisdiction where authorization or accreditation is required by insurance
regulatory authorities in order for Peerless to obtain credit on its statutory
annual statements for the reinsurance being provided under this Agreement, then
OBIC shall establish, on behalf of and at the request of Peerless, a trust
account which complies in all respects with the requirements of Section 114 of
the Regulations of the
New York Insurance Department (or such other escrow
accounts, trust accounts, letters of credit, premiums withheld or similar funds
as may be required by applicable law) in order to permit Peerless to obtain
credit for such reinsurance in such jurisdiction. Peerless shall have the option
of requesting such other escrow accounts, trust accounts, letters of credit,
premiums withheld by Peerless, similar funds or a combination thereof as may be
accepted by OBIC, such acceptance not to be unreasonably withheld.
Section 9.2 REINSURANCE SECURITY. Notwithstanding any provision of this
Agreement to the contrary, if OBIC fails to maintain a claims paying ability
rating from A.M. Best Company, Inc. ("A.M. Best") of at least A-, OBIC shall,
within thirty (30) days of the public announcement by A.M. Best, fully
collateralize all of its outstanding reinsurance obligations to Peerless under
this Agreement. OBIC shall be released from its obligation to collateralize its
outstanding obligations to Peerless under this Section 9.2 in the event that
OBIC shall thereafter maintain a claims paying ability rating from A.M. Best of
at least A-; PROVIDED, that OBIC shall continue to have the obligation to
collateralize its outstanding reinsurance obligations pursuant to this Section
9.2 in the event that OBIC fails thereafter to maintain a claims paying ability
rating from A.M. Best of at least A-. Such collateralization shall be by a trust
account which complies
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in all respects with the requirements of Section 114 of the Regulations of the
New York Insurance Department or any other method requested by Peerless which is
reasonably acceptable to OBIC.
Section 9.3 NOTICES. OBIC shall promptly notify Peerless of (i) any loss
of license, authorization or accreditation, or change of condition of OBIC
which, in the reasonable judgment of OBIC may affect the ability of Peerless to
obtain credit for reinsurance hereunder, or (ii) any downgrade or reasonably
anticipated downgrade of its claims paying ability rating from A.M. Best.
ARTICLE X.
MISCELLANEOUS PROVISIONS
Section 10.1 HEADINGS. The headings in this Agreement are for reference
only, and shall not affect the interpretation of this Agreement.
Section 10.2 EXHIBITS AND SCHEDULES. Any Exhibits and Schedules to this
Agreement that are specifically referred to herein are a part of this Agreement
as if fully set forth herein. All references herein to Articles, Sections,
subsections, paragraphs, subparagraphs, clauses, Exhibits and Schedules shall be
deemed references to such parts of this Agreement, unless the context shall
otherwise require.
Section 10.3 NOTICES. Any notice or other communication required or
permitted hereunder shall be in writing and shall be deemed given if delivered
personally, by facsimile (which is confirmed) with a duplicate copy sent by
overnight courier (providing proof of delivery), or sent by overnight courier
(providing proof of delivery) to the parties at the following address:
If to OBIC:
OneBeacon Insurance Company
c/o
OneBeacon Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to Peerless:
Peerless Insurance Company
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c/o Liberty Mutual Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Any party may, by notice given in accordance with this Section 10.3 to the
other parties, designate another address or person for receipt of notices
hereunder provided that notice of such a change shall be effective upon receipt.
Section 10.4 BINDING EFFECT; ASSIGNMENT. This Agreement will be binding
upon and inure to the benefit of Peerless and OBIC and their respective
successors, assigns and legal representatives. Neither this Agreement, nor any
rights, interests or obligations hereunder, may be assigned, in whole or in
part, by any party without the prior written consent of the other party and any
such assignment that is not consented to shall be null and void. It being
understood for the avoidance of doubt that in the event that a party shall merge
or consolidate with another Person or enter into a business combination with
another Person, such merger, consolidation or business combination shall not be
deemed to be an assignment and, accordingly, no consent of any Person shall be
required hereunder.
Section 10.5 EXECUTION IN COUNTERPARTS. This Agreement may be executed by
the parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute one and the same instrument.
Section 10.6 WAIVERS AND AMENDMENTS; NON-CONTRACTUAL REMEDIES;
PRESERVATION OF REMEDIES. This Agreement may be amended, superseded, canceled,
renewed or extended, and the terms hereof may be waived, only by a written
instrument signed by each of OBIC and Peerless or, in the case of a waiver, by
the party waiving compliance. No delay on the part of any party in exercising
any right, power or privilege hereunder shall operate as a waiver thereof, nor
shall any waiver on the part of any party of any right, power or privilege, nor
any single or partial exercise of any such right, power or privilege, preclude
any further exercise thereof or the exercise of any other such right, power or
privilege. The rights and remedies herein provided are cumulative and are not
exclusive of any rights or remedies that any party may otherwise have at law or
in equity.
Section 10.7 GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED AS TO
FORMATION, PERFORMANCE, INTERPRETATION AND ENFORCEMENT BY THE LAWS OF THE STATE
OF
NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES.
Section 10.8 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto relating to the subject matter hereof and
supersedes all prior and contemporaneous agreements, understandings,
negotiations and discussions, whether oral or written, of the parties, and there
are no general or specific warranties, representations or other agreements by or
among the parties in connection with the entering into of this Agreement or the
subject matter hereof except as specifically set forth or contemplated.
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Section 10.9 NEGOTIATED AGREEMENT. This Agreement has been negotiated by
the parties and the fact that the initial and final draft have been prepared by
either party or an intermediary will not give rise to any presumption for or
against any party to this Agreement or be used in any respect or forum in the
construction or interpretation of this Agreement or any of its provisions.
Section 10.10 SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, OneBeacon and Peerless direct that such court
interpret and apply the remainder of this Agreement in the manner that it
determines most closely effectuates their intent in entering into this
Agreement, and in doing so particularly take into account the relative
importance of the term, provision, covenant or restriction being held invalid,
void or unenforceable.
Section 10.11 INTERPRETATION. Whenever the words "include," "includes," or
"including," are used in this Agreement, they shall be deemed to be followed by
the words "without limitation."
Section 10.12 ERRORS AND OMISSIONS. Any inadvertent delay, error or
omission will not be held to relieve either party hereto from any liability that
would attach to it hereunder if such delay, error or omission had not been made,
providing such error or omission is rectified promptly upon discovery.
Section 10.13 CURRENCY. All payments made in accordance with the terms of
this Agreement shall be in the currency of the United States.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized representatives intending thereby
to be legally bound.
PEERLESS INSURANCE COMPANY
By:
---------------------------------------
Name:
Title:
ONEBEACON INSURANCE COMPANY
By:
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Name:
Title:
EXHIBIT A
GLOSSARY OF TERMS
EXHIBIT B
FORM OF MONTHLY REPORT
SCHEDULE 2.1
CEDED EXTERNAL REINSURANCE ARRANGEMENTS
None.