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EXHIBIT 4.45 FRONTING AND ADMINISTRATION AGREEMENT RELATING TO THE GLOBAL AEROSPACE UNDERWRITERS POOL

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EXHIBIT 4.45  FRONTING AND ADMINISTRATION
AGREEMENT RELATING TO THE GLOBAL
AEROSPACE UNDERWRITERS POOL | Document Parties: CONVERIUM HOLDING AG | NATIONAL INDEMNITY COMPANY  | GLOBAL AEROSPACE, INC. You are currently viewing:
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CONVERIUM HOLDING AG | NATIONAL INDEMNITY COMPANY | GLOBAL AEROSPACE, INC.

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Title: EXHIBIT 4.45 FRONTING AND ADMINISTRATION AGREEMENT RELATING TO THE GLOBAL AEROSPACE UNDERWRITERS POOL
Date: 6/30/2005
Industry: Insurance (Prop. and Casualty)    

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EXHIBIT 4.45

DATED 7 TH JANUARY 2005

GLOBAL AEROSPACE UNDERWRITING MANAGERS LIMITED

- and -

GLOBAL AEROSPACE, INC.

- and -

MÜNCHENER RÜCKVERSICHERUNGS-
GESELLSCHAFT AKTIENGESELLSCHAFT
IN MÜNCHEN

- and -

NATIONAL INDEMNITY COMPANY

- and -

CONVERIUM AG


FRONTING AND ADMINISTRATION
AGREEMENT RELATING TO THE GLOBAL
AEROSPACE UNDERWRITERS POOL


 
 
 
 
 

 


 

CONTENTS

 

 

 

 

 

 

 

CLAUSE

 

 

 

PAGE

1.

 

DEFINITIONS

 

 

4

 

2.

 

APPOINTMENT OF GLOBAL AND GAI TO WRITE FRONTING INSURANCE

 

 

9

 

3.

 

CONVERIUM’S REINSURANCE AND INDEMNITY OBLIGATIONS

 

 

13

 

4.

 

DUTIES & WAIVERS

 

 

15

 

5.

 

PREMIUMS AND POOL PAYMENTS

 

 

17

 

6.

 

OVERRIDING COMMISSION

 

 

18

 

7.

 

CLAIMS

 

 

19

 

8.

 

ACCOUNTS AND INFORMATION

 

 

20

 

9.

 

RELATIONSHIP BETWEEN THE PARTIES

 

 

21

 

10.

 

TERMINATION

 

 

21

 

11.

 

CONFIDENTIALITY

 

 

25

 

12.

 

UNDERTAKINGS

 

 

26

 

13.

 

MUNICH RE SECURITY

 

 

27

 

14.

 

NATIONAL INDEMNITY SECURITY

 

 

31

 

15.

 

DISPUTE RESOLUTION

 

 

36

 

16.

 

LETTERS OF CREDIT AND AUTHORITY

 

 

36

 

17.

 

SET-OFF

 

 

37

 

18.

 

REGULATORY MATTERS

 

 

37

 

19.

 

WAIVER OF OBLIGATIONS

 

 

37

 

20.

 

AMENDMENT AND REPRESENTATIONS

 

 

37

 

21.

 

ASSIGNMENT

 

 

38

 

22.

 

NOTICES AND COMMUNICATIONS

 

 

38

 

23.

 

GOVERNING LAW AND ARBITRATION

 

 

39

 

24.

 

COSTS

 

 

40

 

25.

 

ENFORCEABILITY

 

 

40

 

26.

 

RELATIONSHIP WITH POOL MEMBERS’ AGREEMENT

 

 

40

 

27.

 

NO RIGHTS UNDER CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

 

 

41

 

28.

 

COUNTERPARTS

 

 

41

 

1


 

 

 

 

 

 

 

 

CLAUSE

 

 

 

PAGE

SCHEDULE 1 AMOUNT AND BASIS OF CALCULATION OF OVERRIDING COMMISSION

 

 

42

 

SCHEDULE 2 MUNICH RE GROUP FRONTING

 

 

43

 

SCHEDULE 3 NATIONAL INDEMNITY GROUP FRONTING

 

 

45

 

SCHEDULE 4 MR STATEMENT DISPUTE RESOLUTION MECHANISM

 

 

48

 

SCHEDULE 5 NIC STATEMENT DISPUTE RESOLUTION MECHANISM

 

 

50

 

SCHEDULE 6 DISPUTE MECHANISM IN RELATION TO RESERVE CALCULATIONS

 

 

52

 

ANNEXURE 1 FORM OF DEED OF ADHERENCE FOR USE BY SUBSIDIARIES OF GLOBAL AND GAI

 

 

56

 

2


 

THIS FRONTING AND ADMINISTRATION AGREEMENT is made on 7 th January 2005 between:

(1)

 

CONVERIUM AG , a company incorporated in Switzerland whose registered office is at General Guisan-Quai 26, 8022 Zürich, Switzerland ( Converium );

 

(2)

 

MÜNCHENER RÜCKVERSICHERUNGS-GESELLSCHAFT AKTIENGESELLSCHAFT IN MÜNCHEN , whose registered office is at Königinstraße, 107, 80802 München, Germany ( Munich Re );

 

 

 

(3)

 

NATIONAL INDEMNITY COMPANY, a company incorporated in Nebraska, United States of America, whose registered office is at 3024 Harney Street, Omaha, Nebraska, USA 68131 ( National Indemnity );

 

 

 

(4)

 

GLOBAL AEROSPACE UNDERWRITING MANAGERS LIMITED (registered number 2512067) whose registered office is at Fitzwilliam House, 10 St. Mary Axe, London EC3A 8EQ ( Global ); and

 

 

 

(5)

 

GLOBAL AEROSPACE, INC. (formerly known as ASSOCIATED AVIATION UNDERWRITERS, INC.) a Delaware corporation ( GAI ).

 

 

Whereas :

(A)     An aviation and aerospace underwriting pool (the Pool ) has been established between certain insurance and reinsurance companies including Converium, Munich Re, National Indemnity, Global and GAI in respect of risks written after the date of the Pool Members’ Agreement (as hereinafter defined) and attaching on or after 1 January 2003, and in respect of which inter alia Converium appoints each of Global and GAI as its agents for writing insurance and reinsurance in respect of certain risks and to provide administration and management services in respect of the Pool.

(B)     Converium intends to appoint National Indemnity and Munich Re (or members of their Groups) to provide fronting insurance for Converium in respect of Relevant Risks which incept in the Period (all terms as hereinafter defined). The intention is that in respect of each risk which would be written in the name of Converium under the terms of the Pool Members’ Agreement, National Indemnity or a member of its Group will front 50 per cent. of such risk and Munich Re or a member of its Group will front 50 per cent. of such risk. In certain jurisdictions where there is currently fronting in place in respect of National Indemnity’s or Munich Re’s participation in the Pool, the fronter (being those persons listed in column 4 of Part II of Schedule 2 and Schedule 3) has agreed to extend the fronting that is currently in place so that it covers (in each case) 50 per cent of each risk in such jurisdiction which would be written in the name of Converium under the Pool Members’ Agreement.

(C)     Accordingly, this Agreement constitutes a Fronting Arrangement for the purposes of the Pool Members’ Agreement and sets out the basis on which (1) National Indemnity and Munich Re or members of their Groups set out in Part I of Schedule 2 or Part I of Schedule 3 will appoint Global and GAI to underwrite,

3


 

administer and manage such Relevant Risks and (2) all business written in the name of National Indemnity and Munich Re or members of their Groups set out in Part I of Schedule 2 or Part I of Schedule 3 under this Agreement will be fully reinsured by Converium.

Now it is hereby agreed as follows:

1.

 

Definitions

 

1.1

 

Unless otherwise defined in this Agreement and unless the context otherwise requires, all words and phrases shall have the meaning ascribed to them in the Pool Members’ Agreement.

 

 

Agent means both, or each of, Global and GAI as the context requires;

Agreement means this Agreement as amended from time to time;

Business means the business of writing Fronting Insurance Contracts as agent for National Indemnity, Munich Re or members of their Groups set out in Part I of Schedule 2 or Part I of Schedule 3 in their capacity as fronting insurers for Converium and managing such business on behalf of National Indemnity, Munich Re or members of their Groups set out in Part I of Schedule 2 or Part I of Schedule 3 and doing such other things ancillary or incidental thereto in any such case as may from time to time be permitted or required by or pursuant to this Agreement and for the avoidance of doubt, Business excludes that portion of any risk reflecting the participation of National Indemnity, Munich Re or members of their Groups set out in Part I of Schedule 2 or Part I of Schedule 3 under the Pool Members’ Agreement and that portion of any risk which is written on behalf of Munich Re or National Indemnity by the persons set out in column 4 of Part II of Schedule 2 or Schedule 3 respectively;

Business Day means any day (not being a Saturday or Sunday) on which banks are open for the transaction of general banking business in London;

Confidential Information means:

(a)

 

all information obtained by a party as a result of negotiating and entering into this Agreement;

 

(b)

 

all financial or other information received by a party pursuant to this Agreement in respect of Global or GAI;

 

 

 

(c)

 

all financial or other information received by a party pursuant to this Agreement in respect of Converium;

 

 

 

(d)

 

all financial or other information received by a party pursuant to this Agreement in respect of National Indemnity or Munich Re; and

 

 

 

(e)

 

information as to the terms of this Agreement or of any agreement referred to in it and information relating to the performance by any party of its obligations under this Agreement or any agreement referred to in it;

 

 

4


 

 

Claim means, in relation to any Reinsured Risk, the notification, by the insured (or as applicable reinsured) of an actual or potential claim under such Reinsured Risk and, for the avoidance of doubt, a Claim shall be deemed to have been made where there is a settlement, compromise, commutation and/or policy buy back entered into by or on behalf of National Indemnity, Munich Re or members of their Groups set out in Part I of Schedule 2 or Part I of Schedule 3 in relation to the Reinsured Risks (or any of them);

Claims-Related Extra Contractual Obligation means any liability on the part of National Indemnity, Munich Re or members of their Groups set out in Part I of Schedule 2 or Part I of Schedule 3 (or amount agreed to be paid by or on behalf of National Indemnity, Munich Re or members of their Groups set out in Part I of Schedule 2 or Part I of Schedule 3 in respect of potential or alleged liability on the part of National Indemnity, Munich Re or members of their Groups set out in Part I of Schedule 2 or Part I of Schedule 3) which has arisen in connection with or which relates in any way to the conduct of a claim and/or the conduct of the Business where such liability (or potential or alleged liability) has arisen because of or relates in any way to any Reinsured Risk in respect of which a Fronting Insurance Contract has been written in such person’s name save to the extent that any Claims-Related Extra Contractual Obligation results from fraud of National Indemnity or a member of its Group, or Munich Re or a member of its Group;

duly authorised means:

(a)

 

in the United Kingdom, duly authorised to carry on general insurance business under the Financial Services and Markets Act 2000; and

 

(b)

 

in any other jurisdiction, duly authorised, licensed or otherwise approved or permitted, under the laws of the applicable jurisdiction, to underwrite or carry on general insurance business covering Specified Risks in accordance with the relevant laws or regulations of such jurisdiction;

 

 

Fronting Insurance Contract means a contract of insurance and/or reinsurance which is written by Global or GAI (as the case may be) pursuant to this Agreement on behalf of National Indemnity or Munich Re or the relevant member of such person’s Group (solely in its capacity as fronting insurer for Converium) in respect of the proportion of the Relevant Risks set out in Clause 2.3(b) attaching during the Period provided that Fronting Insurance Contracts shall not relate to the percentage of each policy issued under the Pool Members’ Agreement representing Munich Re’s or National Indemnity’s interest under the Pool Members’ Agreement;

Group means in relation to a company, that company and any company which is a holding company of that company or a subsidiary of that company or of such holding company;

holding company has the meaning ascribed thereto by Section 736 of the Companies Act 1985;

Incurred Position means, in relation to Converium, such amount as may be determined in accordance with Clause 15 as being the greater of:

5


 

(a)

 

written premiums in relation to the relevant Reinsured Risks less any (i) reinsurance premiums ceded in respect of reinsurance taken out in accordance with the Pool Business Plan (as defined in the Pool Members’ Agreement) as amended from time to time or otherwise taken out by the Agents on behalf of the Members of the Pool as a whole; (ii) original commissions in relation to such Reinsured Risks; and (iii) taxes on the premiums relating to such Reinsured Risks, ((a) less each of (i), (ii) and (iii) being the Net Premiums ) multiplied by 150 per cent;

 

(b)

 

120 per cent. of outstanding claims attributable to relevant Reinsured Risks (including reserves for claims incurred but not reported maintained by National Indemnity or Munich Re or the relevant member of such person’s Group (as the case may be) in respect of relevant Reinsured Risks) written in the name of National Indemnity or Munich Re or the relevant member of such person’s Group; or

 

 

 

(c)

 

$50 million plus the Net Premiums in relation to the relevant Reinsured Risks;

 

 

provided that :

 

(i)

 

if this Agreement is terminated pursuant to Clause 10.1(i) the references to “150” and “120” above shall be read as “100” save that nothing in this proviso shall be construed to reduce the Incurred Position below the minimum percentage which is required to allow Munich Re, National Indemnity or the relevant member of its Group to receive credit for the Reinsurance to which the security relates under the laws of the jurisdiction in which such person is domiciled; and

 

 

(ii)

 

proviso (i) above shall only apply during such periods as Standard & Poor’s financial strength rating of Converium is A– or above (or if such rating is not available, such comparable rating as may be reasonably agreed between Converium, Munich Re and National Indemnity). Converium shall make such additional deposits to the MR Fund and the NICO Fund in the event that Standard & Poor’s financial strength rating of Converium falls below A– subsequent to termination of this Agreement under Clause 10.1(i) so as to comply with the requirements of Clause 13 or Clause 14 (as appropriate) without regard to proviso (i) above;

 

Letter of Credit means a clean, unconditional and irrevocable Letter of Credit issued on behalf of Converium by a bank with a credit rating by Standard and Poors of AA or above (or if such rating is not available, such other comparable rating as may be reasonably agreed between the person in whose favour such Letter of Credit is written and Converium) for the benefit of National Indemnity or Munich Re (or the applicable member of such person’s Group) (as the case may be) in an amount to be determined from time to time in accordance with Clause 13 or Clause 14 (as appropriate) provided that the bank issuing any Letter of Credit must be one that would permit (a) National Indemnity or the relevant member of its Group to receive credit for the Reinsurance to which that Letter of Credit relates under the laws of the jurisdiction in which such person is domiciled; or (b) Munich Re or the relevant

6


 

member of its Group to receive credit for the Reinsurance to which that Letter of Credit relates under the laws of Germany;

Letter of Credit Notice means a notice issued by National Indemnity or Munich Re (as the case may be) from time to time requiring Converium to either: (a) arrange or cause to be arranged the issue and/or delivery of a Letter of Credit and/or to increase the amount of any such Letter of Credit; or (b) deposit additional funds in the MR Fund or the NICO Fund;

Net Premiums has the meaning given to it in the definition of Incurred Position;

Overriding Commission means the overriding commission payable in accordance with Clause 6, the amount of which shall be calculated in accordance with Schedule 1;

Period means the period beginning at 12:01 pm BST on 16 September 2004 and ending at 12.01 a.m. BST on 30 September 2005;

Pool Members’ Agreement means the Agreement between GAI, Global and various insurance companies and reinsurance companies including National Indemnity, Munich Re and Converium dated 27 November 2002 for the formation of an aviation and aerospace underwriting pool under the management of Global and GAI;

Premium shall have the meaning given to it in Clause 5.1;

profit shall mean, subject to the provisions of Schedule 4 or Schedule 5, for the purposes of Clauses 13.5, 13.12 to 13.14, 14.5 and 14.12 to 14.14:

(a)

 

the written premiums in respect of the relevant Reinsured Risks;

 

 

 

LESS

 

 

 

(b)

 

paid claims in respect of the relevant Reinsured Risks as at 31 December 2008;

 

 

 

 

 

LESS

 

 

 

(c)

 

outstanding claims which have been notified to Global or AAU or any of their subsidiaries in relation to relevant Reinsured Risks as at 31 December 2008;

 

 

 

 

 

LESS

 

 

 

(d)

 

the reserves held for incurred but not reported claims in respect of relevant Reinsured Risks as at 31 December 2008 by Munich Re or National Indemnity or a relevant number of such person’s group, calculated by Munich Re or National Indemnity (or such person’s respective appointee) (as appropriate) in accordance with actuarial best practice and guidance produced by relevant actuarial bodies in the relevant country (and subject to the dispute resolution mechanism in Clause 6),

 

 

in the case of (a) to (c) as produced by Global’s computer systems;

7


 

Regulatory Action means:

(a)

 

any order of a court of competent jurisdiction;

 

(b)

 

any order made, decision given or final view expressed by a competent national, supranational, governmental or regulatory authority or agency; or

 

 

 

(c)

 

any enactment of a legislative body;

 

 

 

(i)

 

which prohibits or restricts to a material extent the carrying on of the Business or the arrangements contemplated by this Agreement; or

 

 

 

(ii)

 

in consequence of which any of the parties would incur fines or a liability in damages were this Agreement to be performed in accordance with its terms;

 

 

Reinsurance has the meaning given to it in Clause 3;

Reinsured Risks means that percentage of any and all contracts of insurance, reinsurance or retrocession written by either Agent in the name of Munich Re, National Indemnity (or members of their Groups set out in Part I of Schedule 2 or Part I of Schedule 3) solely in its capacity as fronting insurer for Converium under, pursuant to or in connection with (or purportedly under, pursuant to or in connection with) this Agreement (as such contracts may be amended from time to time) and irrespective of whether the acceptance of such contract was within the scope of the authority granted to the Agent by Munich Re or National Indemnity or members of their Groups set out in Part I of Schedule 2 or Part I of Schedule 3 under the terms of this Agreement or within the scope of (or in accordance with the terms of) the Pool Members’ Agreement and Reinsured Risk shall be construed accordingly. For the avoidance of doubt, Reinsured Risks shall not include the percentage of each policy issued under the Pool Members’ Agreement representing Munich Re’s or National Indemnity’s interest under the Pool Members’ Agreement;

Relevant Risks means Specified Risks relating to those countries set out in Part I of Schedule 2 in the case of Munich Re and the members of its Group and Part I of Schedule 3 in the case of National Indemnity and the members of its Group, which are insurance or reinsurance risks;

Respective Proportion has the meaning given to it in the Pool Members’ Agreement;

Specified Risks means aerospace, aviation and all related and incidental insurance and reinsurance risks;

subsidiary and wholly-owned subsidiary shall have the meanings given thereto in Section 736 of the Companies Act 1985; and

Taxation means all forms of taxation and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contribution and levies and all penalties, charges, costs and interest relating thereto.

8


 

1.2     References to Recitals, Clauses, Schedules and parties are, except where otherwise provided, to Recitals, Clauses, Schedules or parties to this Agreement. The Schedules form part of this Agreement and have the same force and effect as if set out in the body of this Agreement.

1.3     References to a statutory provision include such provision and any regulations made in pursuance thereof as from time to time modified or re-enacted whether before or after the date of this Agreement so far as such modification or re-enactment applies or is capable of applying to any transactions entered into pursuant to this Agreement or to which this Agreement relates and (so far as the same may be relevant) shall include any statutory provisions or regulations which such provisions or regulations have directly or indirectly replaced.

1.4     The headings and index hereto are inserted for convenience only and shall not affect the construction of this Agreement.

1.5     References to Converium, Munich Re (and any member of its Group), National Indemnity (and any member of its Group) or to the Agents or any of them mean and include their respective successors in title and permitted assigns.

1.6     Where the context so admits, references to the singular shall be deemed to include the plural and vice versa.

1.7     References to Schedule 2 or Schedule 3 shall be to that Schedule as amended in accordance with the terms of Schedule 2 or Schedule 3 (respectively) at the relevant time.

2.

 

Appointment of Global and GAI to write Fronting Insurance

2.1     Each of Munich Re and National Indemnity (for itself and as agent for each member of its Group set out in Part I of Schedule 2 or Part I of Schedule 3 respectively) hereby severally appoints each of Global and GAI to act as agent for it or such member of its Group as is set out in Part I of Schedule 2 or Part I of Schedule 3 in the relevant jurisdiction indicated in those Schedules (which appointment each of Global and GAI hereby accepts and acknowledges):

(a)

 

to underwrite and/or bind and/or effect Fronting Insurance Contracts in the name of each of such persons in accordance with the terms of this Agreement; and

 

(b)

 

to administer the Fronting Insurance Contracts and any reinsurance of them including (without limitation) providing those services specified in paragraphs 1.2 and 2 of Schedule 3 of the Pool Members’ Agreement in relation to the Fronting Insurance Contracts

 

 

provided that the appointments pursuant to this Clause 2.1 shall be deemed to have taken effect on 16 September 2004.

2.2     Each of the Agents in performing its services under this Agreement shall act as agent (and describe itself as acting as agent) for Munich Re or the relevant member

9


 

of its Group when acting pursuant to its appointment by Munich Re or a member of its Group or National Indemnity or the relevant member of its Group when acting pursuant to its appointment by National Indemnity or a member of its Group.

2.3     The appointment by each of Munich Re and National Indemnity and the relevant members of their Groups of each of Global and GAI to act as its agent to underwrite and/or bind and/or effect Fronting Insurance Contracts in the name of Munich Re or National Indemnity or the relevant member of its Group is limited to the negotiation and/or underwriting and/or binding and/or effecting of Fronting Insurance Contracts:

(a)

 

in those countries set out against such person’s name in Part I of Schedule 2 or Part I of Schedule 3;

 

(b)

 

in respect of the percentage set out against such person’s name in Part I of Schedule 2 or Part I of Schedule 3 of Converium’s Respective Proportion of the Relevant Risk;

 

 

 

(c)

 

which are bound and/or effected prior to the expiration of the Period;

 

 

 

(d)

 

which incept in the Period (provided that where a policy relating to a Relevant Risk was written prior to the Period and is cancelled but re-written on the same terms save for the fact that Converium is replaced as an underwriter by Munich Re and National Indemnity for the Period, such policy shall be deemed to incept in the Period);

 

 

 

(e)

 

the period of which does not, in any case, exceed 12 months plus odd time not exceeding 15 months in all;

 

 

 

(f)

 

the terms of which, where written on a risks attaching basis, do not allow for any risks to attach where the period of such risks exceeds 12 months plus odd time not exceeding 15 months in all;

 

 

 

(g)

 

which are in respect of Relevant Risks; and

 

 

 

(h)

 

which are within the scope of the insurance and reinsurance contracts the Agents are authorised to write under the Pool Members’ Agreement.

 

 

2.4     Neither Global nor GAI shall have any entitlement whatsoever to remuneration from Munich Re, National Indemnity or the members of their Groups and none of Munich Re, National Indemnity or the members of their Groups shall have any obligation whatsoever to remunerate the Agents in respect of the assumption and performance of the Agents’ obligations under this Agreement.

2.5     Either Agent may (subject to prior notification of Converium, Munich Re and National Indemnity) appoint a wholly-owned subsidiary of Global, which has been appointed pursuant to Clause 10 of the Pool Members’ Agreement, for the purposes of providing all or some of the services under this Agreement in relation to such part of the Business as the board of directors of the relevant Agent may determine and shall give prior notice of such appointment to each of Converium, Munich Re and

10


 

National Indemnity. Such subsidiary shall, as soon as reasonably practicable, become a party to this Agreement by executing a Deed of Adherence in the form (or substantially in the form) set out in Annexure 1.

2.6     The parties acknowledge the Agents have appointed Global Aerospace Canada Limited ( GAC ) for the purpose of providing services under this Agreement relating to policies written in Canada and the Agents agree to procure that GAC enters into a Deed of Adherence.

2.7     The appointment by Munich Re, National Indemnity or the relevant member of their Group of the relevant Agent as its agent under Clause 2.1 shall be extended to the subsidiary, as if references to Global, GAI or the Agents, as the case may be, were references to such subsidiary, in each case in relation only to such services and/or to such parts of the Business as is determined by the board of directors of the relevant Agent.

2.8     Any appointment of a subsidiary under Clause 2.5 shall terminate upon such subsidiary ceasing to be a wholly-owned subsidiary of Global.

2A. Extension of National Indemnity and Munich Re Fronting Lines

2A.1     Munich Re’s Respective Proportion of Specified Risks written in the jurisdictions set out in Part II of Schedule 2 is fronted by the company set out opposite such jurisdiction in Part II of Schedule 2 (together the MR Fronters ). Munich Re agrees to use its reasonable endeavours to amend its agreements with the MR Fronters so that each MR Fronter also writes fifty per cent (50%) of Converium’s Respective Proportion of Specified Risks in the jurisdiction set out opposite it in Part II of Schedule 2 (the Converium Risks ) (which shall then be 100% quota share reinsured by Munich Re).

2A.2     Converium agrees that to the extent Converium Risks are written by the MR Fronters on terms previously agreed with Converium in writing and provided that Munich Re and each member of its Group pays to Converium all amounts received by it from the MR Fronters in relation to them fronting Converium Risks it will:

(a)     pay overriding commissions previously notified to and agreed by Converium in writing due to the MR Fronters in respect of the Converium Risks;

(b)     provide any security previously notified to and agreed by Converium in writing required by the MR Fronters in relation to the Converium Risks (which security shall be provided from the MR Fund pro rata to the applicable exposure); and

(c)     reinsure Munich Re’s reinsurance of the Converium Risks on an equivalent basis to that set out in Clause 3.

2A.3     Converium shall pay Munich Re commission (the MR Fronted Commission ) for reinsuring the Converium Risks on the basis set out in Clauses 2A.4 to 2A.6.

2A.4     The amount of MR Fronted Commission payable by Converium shall be calculated by reference to the total gross premium income written by the Agents in

11


 

the period in question in respect of each Converium Risk after deduction of (i) any original commission or taxes on premiums payable thereunder but before the deduction of amounts, if any, payable to the Agents under the terms of the Pool Members’ Agreement and (ii) any premiums payable by the Agents for reinsurance in relation to the Pool (such amount being referred to as the MR Relevant Net Premium Income ).

2A.5     The amount of MR Fronted Commission payable by Converium to Munich Re shall be calculated by multiplying the MR Relevant Net Premium Income attributable to Converium Risks covered by policies written by MR Fronters by 1 per cent. (or by such percentage as may be agreed from time to time between Munich Re and Converium in writing).

2A.6     The amount of MR Fronted Commission attributable to any calendar quarter shall be due and payable on (i) the last business day of the immediately following calendar quarter, or (ii) the date on which a cash distribution is paid by the Agents to Converium under the Pool Members’ Agreement with respect to business written in such calendar quarter, whichever is earlier and shall be deducted by Munich Re from the MR Fund on that date.

2A.7     National Indemnity’s Respective Proportion of Specified Risks written in the jurisdictions set out in Part II of Schedule 3 is fronted by the company set out opposite such jurisdiction in Part II of Schedule 3 (together the NIC Fronters ). National Indemnity agrees to use its reasonable endeavours to amend its agreements with the NIC Fronters so that each NIC Fronter also writes fifty per cent (50%) of Converium’s Respective Proportion of Specified Risks in the jurisdiction set out opposite it in Part II of Schedule 3 (the NIC Converium Risks ) (which shall then be reinsured by National Indemnity).

2A.8     Converium agrees that to the extent the NIC Converium Risks are written by the NIC Fronters on terms previously agreed with Converium in writing and provided that National Indemnity and each member of its Group pays to Converium all amounts received by it from the NIC Fronters in relation to them fronting NIC Converium Risks it will:

(a)     pay overriding commissions previously notified to and agreed by Converium in writing due to the NIC Fronters in respect of the NIC Converium Risks;

(b)     provide any security previously notified to and agreed by Converium in writing required by the NIC Fronters in relation to the NIC Converium Risks (which security shall be provided from the NIC Fund pro rata to the applicable exposure); and

(c)     reinsure National Indemnity’s reinsurance of the NIC Converium Risks on an equivalent basis to that set out in Clause 3.

2A.9     Converium shall pay National Indemnity commission (the NIC Fronted Commission ) for reinsuring the NIC Converium Risks on the basis set out in Clauses 2A.10 to 2A.12.

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2A.10     The amount of NIC Fronted Commission payable by Converium shall be calculated by reference to the total gross premium income written by the Agents in the period in question in respect of each NIC Converium Risk after deduction of (i) any original commission or taxes on premiums payable thereunder but before the deduction of amounts, if any, payable to the Agents under the terms of the Pool Members’ Agreement and (ii) any premiums payable by the Agents for reinsurance in relation to the Pool (such amount being referred to as the NIC Relevant Net Premium Income ).

2A.11     The amount of NIC Fronted Commission payable by Converium to National Indemnity shall be calculated by multiplying the NIC Relevant Net Premium Income attributable to NIC Converium Risks covered by policies written by NIC Fronters by 1 per cent. (or by such percentage as may be agreed from time to time between National Indemnity and Converium in writing).

2A.12     The amount of NIC Fronted Commission attributable to any calendar quarter shall be due and payable on (i) the last business day of the immediately following calendar quarter, or (ii) the date on which a cash distribution is paid by the Agents to Converium under the Pool Members’ Agreement with respect to business written in such calendar quarter, whichever is earlier and shall be deducted by National Indemnity from the NICO Fund on that date.

3.

 

Converium’s Reinsurance and Indemnity Obligations

3.1     Immediately upon, and with effect from, the acceptance and/or binding of a Reinsured Risk by the Agents (or either of them), Munich Re or the relevant member of its Group and National Indemnity or the relevant member of its Group shall cede to Converium and Converium agrees to accept by way of reinsurance the quota share percentage set out against such person’s name in Part I of Schedule 2 or Part I of Schedule 3 of Converium’s Respective Proportion of the Relevant Risk (the total amount ceded pursuant to this Clause 3.1 shall be the Reinsurance and the amount ceded in relation to a particular Reinsured Risk by a particular entity shall be the Reinsurance relating to that Reinsured Risk ). Such cession and acceptance shall be effected immediately and automatically on, and with effect from, the acceptance and/or binding of the Reinsured Risk in question.

3.2     In consideration of Munich Re and National Indemnity agreeing to enter into this Agreement, Converium agrees to reinsure and indemnify Munich Re, National Indemnity or the relevant member of its Group, without limit in time or amount, in respect of the Ultimate Net Loss of Munich Re, National Indemnity or the relevant member of its Group in respect of, or relating to, each Reinsured Risk in respect of which a Fronting Insurance Contract is written in such person’s name. This Agreement shall only apply to the portion of a risk reflecting Converium’s participation in the Pool Members’ Agreement and in respect of Munich Re, National Indemnity and each member of such person’s Group shall only apply to the portion of such risk actually fronted by such person.

3.3     The term Ultimate Net Loss , as used herein, shall mean all amounts paid or agreed to be paid (including by way of set-off, release or any other form of consideration) by Munich Re, National Indemnity or the relevant member of such

13


 

person’s Group listed in Part I of Schedule 2 or Part I of Schedule 3 (or the Agent(s) on behalf of Munich Re, National Indemnity or the relevant member of such person’s Group listed in Part I of Schedule 2 or Part I of Schedule 3) in respect of or in relation to Claims and/or Claims-Related Extra Contractual Obligations relating, in any way, to a Reinsured Risk (or any or all Reinsured Risks) and shall include, without limit, all adjustment expenses arising from the evaluation, assessment, investigation and/or settlement of claims other than the salaries of employees and office expenses of Munich Re or any member of its Group (in the case of Ultimate Net Losses relating to Munich Re or any member of its Group) or National Indemnity or any member of its Group (in the case of Ultimate Net Losses relating to National Indemnity or any member of its Group) provided that Converium shall be entitled to all amounts physically received by way of recoveries/salvages. It is further understood and agreed that:

(a)

 

any of Munich Re, National Indemnity or the relevant member of such person’s Group listed in Part I of Schedule 2 or Part I of Schedule 3 shall be entitled to recover any part of its Ultimate Net Loss once that has been ascertained without having to wait until its total Ultimate Net Loss has been ascertained; and

 

(b)

 

for the avoidance of doubt, notwithstanding any other provision of this Agreement, it is understood and agreed that neither Munich Re, National Indemnity nor the relevant member of such person’s Group listed in Part I of Schedule 2 or Part I of Schedule 3 shall be required to actually pay (in the sense of making a physical disbursement of money or monies worth) any amounts in respect of which indemnity is claimed in order to trigger Converium’s indemnity obligations hereunder.

 

 

3.4     If the terms of any reinsurance taken out by the Agents for the benefit of Munich Re, National Indemnity or a member of such person’s Group in relation to the Pool (a Pool Reinsurance ) cover part or all of any Relevant Risk, the Reinsurance provided for in this Clause 3 shall not extend to such part of that Relevant Risk provided that to the extent the Agents are not able to recover under the Pool Reinsurance the Ultimate Net Loss in respect of such Relevant Risk for any reason other than as a result of a negligent or fraudulent act by Munich Re, National Indemnity or a member of such person’s Group (provided that for the avoidance of doubt a negligent or fraudulent act by the Agent or any person appointed by the Agent to act as agent of Munich Re or National Indemnity shall not be deemed a negligent or fraudulent act by Munich Re, National Indemnity or a member of such person’s Group for the purposes of this clause unless the Agent was instructed to undertake such act by Munich Re or National Indemnity or a member of such person’s Group (other than by instruction approved by Converium), Converium shall reinsure such Ultimate Net Loss pursuant to this Clause 3.

3.5     The Agents, Munich Re and National Indemnity shall (and shall procure that each relevant member of such person’s Group shall) take such reasonable action as is necessary to allow the Agents to make a successful claim under any relevant Pool Reinsurance.

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3.6     Converium shall, in all respects, follow the fortunes of Munich Re or National Indemnity or the member of such person’s group in whose name the relevant Fronting Insurance Contract is written in relation to all matters falling within the scope of the Reinsurance and the Reinsurance shall be construed in such a way as to give effect to the parties’ intention that, to the greatest extent permissible by law:

(a)

 

Munich Re, National Indemnity and the members of their Groups should retain no economic interest in the Reinsured Risks after the application of this Reinsurance; and

 

(b)

 

the economic fortunes of Converium in relation to the Reinsured Risks should exactly mirror those of Munich Re or National Indemnity or the member of such person’s Group in whose name the relevant Fronting Insurance Contract is written.

 

 

3.7     Accordingly, and without prejudice to the generality of Clause 3.6, Converium shall be unconditionally bound to follow all settlements, compromises, commutations, policy buy-backs or other agreements of any nature whatsoever entered into, or agreed, on behalf of Munich Re, National Indemnity or the members of their Groups by the Agents in relation to the Fronting Insurance Contracts including any and all ex gratia payments without regard to the question of whether Munich Re, National Indemnity or the members of their Groups had any liability whatsoever (whether arguable or otherwise) in respect of such settlements, compromises, etc.

3.8     The parties acknowledge and agree that the obligations of Converium to indemnify:

(a)

 

Munich Re or a member of its Group in whose name the relevant Fronting Insurance Contract is written under this Agreement shall not in any way be affected by any actual or alleged breaches by the Agents or National Indemnity of the terms of this Agreement, the Pool Members’ Agreement or of any duties (whether in contract tort or equity) owed by the Agents or National Indemnity to Converium or Munich Re or the members of their Groups.

 

(b)

 

National Indemnity or a member of its Group in whose name the relevant Fronting Insurance Contract is written under this Agreement shall not in any way be affected by any actual or alleged breaches by the Agents or Munich Re of the terms of this Agreement, the Pool Members’ Agreement or of any duties (whether in contract tort or equity) owed by the Agents or Munich Re to Converium or National Indemnity or the members of their Groups.

 

 

 

4.

 

Duties & Waivers

4.1     Converium acknowledges and agrees that this Agreement is being entered into by the parties solely as a Fronting Arrangement for the purposes of the Pool Members’ Agreement in order to facilitate the participation by Converium in the underwriting of risks pursuant to the Pool Members’ Agreement and that, but for Converium having a BBB+ rating from Standard & Poor’s Rating Services, Converium would in any event have participated directly in such risks pursuant to the

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terms of the Pool Members’ Agreement. Accordingly, subject to Clause 4.3, Converium agrees:

(a)

 

that it has been afforded the opportunity to conduct its own investigations and due diligence in relation to all matters relevant and/or material to this Agreement and the Pool Members’ Agreement (including the Reinsurance and the Reinsured Risks);

 

(b)

 

that neither Munich Re, National Indemnity nor the member of such person’s Group in whose name a Fronting Insurance Contract is written nor its agents nor any person acting on its behalf assumes, shall accept, and owe, any duty of care, whether in contract or in tort, nor fiduciary duties to Converium in relation to any matters falling within the scope of this Agreement or the Reinsurance and none of Munich Re, National Indemnity or the member of such person’s Group in whose name a Fronting Insurance Contract is written shall accept, or have, any vicarious liability for any acts or omissions of the Agents in relation thereto;

 

 

 

(c)

 

to waive any duty of disclosure on the part of Munich Re, National Indemnity or any member of such person’s Group in whose name a relevant Fronting Insurance Contract is written and/or its agents and/or any other person acting on behalf of Munich Re, National Indemnity or the member of such person’s Group in whose name the relevant Fronting Insurance Contract is written in relation to the Reinsurance and/or the subject-matter of this Agreement (including, but not limited to, each and every Reinsured Risk and/or the cession thereof);

 

 

 

(d)

 

to acknowledge and accept the validity of each Fronting Insurance Contract underwritten by an Agent on behalf of Munich Re, National Indemnity or the members of their Groups set out in Part I of Schedule 2 and Part I of Schedule 3 for the benefit of Converium pursuant to (or in purported pursuance of) this Agreement;

 

 

 

(e)

 

to waive and/or otherwise exclude any right (or remedy) that it might have, whether now or in the future, to seek or otherwise claim damages in respect of, or to avoid, rescind or otherwise challenge the validity of any Fronting Insurance Contract and/or the Reinsurance and/or the cession of, any Reinsured Risk on any grounds including:

 

 

 

 

(i)

 

misrepresentation and/or non-disclosure of material facts (whether innocent, or negligent); and/or

 

 

(ii)

 

any breach (or alleged breach) of any duty of utmost good faith by Munich Re, National Indemnity or the members of their Groups set out in Part I of Schedule 2 and Part I of Schedule 3 (or any person acting on behalf of Munich Re, National Indemnity or the members of their Groups set out in Schedule 2 or Schedule 3); and

 

 

(f)

 

save to the extent otherwise provided for in this Agreement, Converium shall indemnify and keep indemnified Munich Re, National Indemnity or the

16


 

 

 

members of their Groups set out in Part I of Schedule 2 and Part I of Schedule 3 in respect of any claim, loss or liability of any kind (including without limitation any liability to the Agents (or either of them) under the Pool Members’ Agreement) in respect of or in connection with the conduct (or purported conduct) of the Business.

4.2     Unless the contrary is expressly stated, no terms of this Agreement and/or Reinsurance which are expressed to be warranties (or which might be otherwise have been construed as warranties but for this Clause 4.2) shall take effect as warranties within the meaning of the Marine Insurance Act 1906 (which for the purposes of information only provides, in general circumstances, for the discharge of liability should a warranty be breached) but shall, instead, be construed and take effect as innominate terms.

4.3     For the avoidance of doubt, however, nothing in this Clause 4 is intended to affect and/or waive and/or otherwise exclude any rights or remedies which Converium might have, whether now or in the future, arising out of, or relating to, fraud on the part of any of Munich Re, National Indemnity or the members of their Groups set out in Part I of Schedule 2 and Part I of Schedule 3 themselves (as opposed to fraud of the Agents, or either of them, on behalf of Munich Re, National Indemnity or the members of their Groups set out in Part I of Schedule 2 and Part I of Schedule 3), provided that the parties agree that no fraud on the part of:

(a)

 

National Indemnity or a member of its Group shall impact the obligations of Converium to Munich Re or a member of its Group; and

 

(b)

 

Munich Re or a member of its Group shall impact the obligations of Converium to National Indemnity.

 

 

 

5.

 

Premiums and Pool Payments

5.1     Subject to Clause 6, each of Munich Re and National Indemnity agrees for itself and as agent for each member of its Group set out in Part I of Schedule 2 and Part I of Schedule 3 respectively that Converium shall be entitled to all amounts actually received by the Agents (or either of them) in respect of premiums payable under the terms and conditions of the Reinsured Risks including, for the avoidance of doubt, any and all adjustment and/or reinstatement premiums but after the deduction of any commissions or brokerage or other deductions payable or to be deducted therefrom ( Premiums ) provided that all amounts payable to Converium pursuant to Clause 7 of the Pool Members’ Agreement less all amounts payable by Converium under Clause 7.5 of the Pool Members’ Agreement (and less all amounts due to National Indemnity or Munich Re, respectively, under Clause 6 as Overriding Commission) shall be paid:

(a)

 

as to fifty per cent directly to Munich Re in relation to Reinsurance Risks covered by Fronting Insurance Contracts written in the name of Munich Re or a member of its Group set out in Part I of Schedule 2 to be held as set out in Clause 13.2; or

17


 

(b)

 

as to fifty per cent directly to National Indemnity (or such member of its Group listed in Part I of Schedule 3 as National Indemnity shall advise Converium and the Agents) in relation to Reinsurance Risks covered by Fronting Insurance Contracts written in the name of National Indemnity or any member of its Group set out in Part I of Schedule 3 to be held as set out in Clause 14.2.

5.2     The Agents shall hold such proportion of the Premiums that is equivalent to any Overriding Commission payable (or potentially payable) by Converium to:

(a)

 

Munich Re or any member of its Group and shall pay such amount to Munich Re in accordance with Clause 6 and shall only pay the remaining amount as specified in Clause 5.1(a);

 

(b)

 

National Indemnity or any member of its Group and shall pay such amount to National Indemnity (or such member of its Group listed in Part I of Schedule 3 as National Indemnity shall advise Converium and the Agents in writing prior to such payment being made) in accordance with Clause 6 and shall only pay the remaining amount as specified in Clause 5.1(b).

 

 

5.3     All amounts payable by Converium to the Agents pursuant to Clause 7 of the Pool Members’ Agreement shall be paid by Converium as to fifty per cent from the MR Fund and as to fifty per cent from the NIC Fund, provided that Munich Re shall not be obligated to make any payment described in Clauses 13.17(b) or (c) which would cause the MR Fund to be reduced below $50 million (or, if lower and Clause 13.8 applies, the amount required to be held in the MR Fund pursuant to Clause 13.8) and provided further that National Indemnity shall not be obligated to make any payment described in Clauses 13.17(b) or (c) which would cause the NIC Fund to be reduced below $50 million (or, if lower and Clause 13.8 applies, the amount required to be held in the NIC Fund pursuant to Clause 13.8). Any shortfall in amounts payable by Converium to the Agents pursuant to Clause 7 of the Pool Members’ Agreement by reason of either of the foregoing provisos shall be paid by Converium.

6.

 

Overriding Commission

6.1     In consideration of Munich Re and the members of its Group set out in Part I of Schedule 2 agreeing to front for Converium in respect of the Reinsured Risks, Converium agrees to pay commission to Munich Re for itself and as agent for such member of its Group ( Munich Re Overriding Commission ) in respect of each Reinsured Risk covered by Fronting Insurance Contracts written by such persons.

6.2     In consideration of National Indemnity and the members of its Group set out in Part I of Schedule 3 agreeing to front for Converium in respect of the Reinsured Risks, Converium agrees to pay commission to National Indemnity (or such member of National Indemnity’s Group listed in Part I of Schedule 3 as National Indemnity shall advise Converium and the Agents) for itself and as agent for such members of its Group ( NIC Overriding Commission and together with Munich Re Overriding Commission, Overriding Commission ) in respect of each Reinsured Risk covered by Fronting Insurance Contracts written by such persons.

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6.3     Subject always to Clause 6.4, the relevant Agent shall calculate the amount of Overriding Commission payable in respect of all Premiums written in respect of the relevant Reinsured Risks and shall:

(a)

 

deduct and withhold such amounts from the Premiums payable as set out in Clause 5.1; and

 

(b)

 

account for, and pay, such amounts to Munich Re or National Indemnity (or such member of its Group listed in Part I of Schedule 3 as National Indemnity shall advise Converium and the Agents in writing prior to such payment being made) in accordance with Schedule 1.

 

 

6.4     Converium’s obligation to pay Overriding Commission to Munich Re or National Indemnity shall be discharged only by the actual receipt by Munich Re or National Indemnity (or such member of National Indemnity’s Group listed in Part I of Schedule 3 as National Indemnity shall advise Converium and the Agents) of the amounts due and not by the deduction or withholding by the Agents (or any of them) of amounts calculated to be due in respect of Overriding Commission provided that such payment obligation shall be discharged to the extent that the Overriding Commission (or part thereof) payable to Munich Re or National Indemnity is set-off against monies due and payable by Munich Re or National Indemnity to the relevant Agent in connection with the Pool. The receipt of Overriding Commission by Munich Re or National Indemnity in respect of Fronting Insurance Contracts written by members of such person’s Group shall discharge Converium’s obligations in respect thereof and Converium shall not be concerned as to the application of such amounts.

7.

 

Claims

7.1     The Agents shall manage and perform the administration of the Reinsured Risks and the negotiation and settlement of Claims thereunder and, in doing so, shall act as agent of Munich Re, National Indemnity (and the members of their Groups set out in Part I of Schedule 2 and Part I of Schedule 3) and Converium.

7.2     Without prejudice to the generality of Clause 7.1, all decisions made by the Agents in relation to the administration of the Reinsured Risks and the negotiation and/or settlement of Claims thereunder shall be made as agents for Munich Re, National Indemnity (and the members of their Groups set out in Part I of Schedule 2 and Part I of Schedule 3) and Converium and shall be deemed to be in the knowledge of all of them (to the greatest extent permitted or allowable by law).

7.3     As between Converium and any of Munich Re, National Indemnity and the members of their Groups set out in Part I of Schedule 2 and Part I of Schedule 3, Munich Re, National Indemnity and the members of their Groups set out in Part I of Schedule 2 and Part I of Schedule 3 shall have no obligation to provide or disburse funds in respect of any obligations arising under or in relation to Reinsured Risks. Such funds shall be provided by Converium and, accordingly, Converium shall ensure that, at all times, sufficient funds are provided to the Agents to enable all obligations under or in relation to each Reinsured Risk to be met as and when they fall due.

19


 

7.4     Any and all funds provided by Converium pursuant to Clause 7.3 shall, until physically disbursed to the relevant insured or reinsured under the relevant Reinsured Risk or claimant against such insured, be held by the Agents as agent for Converium and payment of such funds by Converium to the Agents shall not constitute a discharge of, or operate to discharge, the obligations of Converium to Munich Re, National Indemnity or any members of their Groups set out in Part I of Schedule 2 and Part I of Schedule 3 under the terms of the Reinsurance, which obligations shall be discharged only by (and to the extent of):

(a)

 

physical disbursements of relevant amounts to insureds and/or reinsureds under the Reinsured Risks or claimant against such insured; and/or

 

(b)

 

physical disbursement to Munich Re, National Indemnity or any members of their Groups set out in Part I of Schedule 2 and Part I of Schedule 3 of amounts due under the Reinsurance to Munich Re, National Indemnity or any members of their Groups set out in Part I of Schedule 2 and Part I of Schedule 3.

 

 

 

8.

 

Accounts and Information

8.1     Each Agent agrees to provide accounting and other information to Munich Re, National Indemnity or Converium in the form and in the manner that may be reasonably required by Munich Re, National Indemnity or Converium from time to time by giving notice as provided for in Clause 22.

8.2     Each of the Agents shall keep, in such forms as may be agreed from time to time with (a) Munich Re and Converium in relation to Relevant Risks for which Munich Re or a member of its Group provides Fronting Insurance Contracts or (b) National Indemnity and Converium in relation to Relevant Risks for which National Indemnity or a member of its Group provides Fronting Insurance Contracts, books, records, underwriting statistics and accounts of all transactions under this Agreement.

8.3     Munich Re, National Indemnity or Converium may, subject to any confidentiality obligations of either Agent, at all reasonable times and on reasonable notice appoint its officers, employees agents, or auditors to inspect, examine and verify at the offices of either Agent (and to take copies of such books and records) all such accounts, records, books, vouchers, correspondence and papers relating to any of the functions performed by the relevant Agent under this Agreement insofar as they relate to the affairs of Munich Re or the members of its Group set out in Part I of Schedule 2 or National Indemnity or the members of its Group set out in Part I of Schedule 3 or Converium or a member of its Group respectively, including without limitation the application of any money belonging to them paid or received by the relevant Agent and the operation of bank accounts of such persons by the relevant Agent pursuant to this Agreement, and each of the Agents shall whenever reasonably required at any time during normal business hours give such officers, employees, servants or agents access to its offices for such purposes.

8.4     Each of National Indemnity and Munich Re undertakes to agree to supply, to the extent permissible under any applicable law or regulatory requirements, such

20


 

information as either Agent shall reasonably request from time to time in order to facilitate the management of the Business or the arrangements referred to in Clause 2A (but shall not be obliged to pr


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