4. Defence

Insurers shall not be called upon to assume the handling or control of the defense or settlement of any claim made against the Assured but Insurers shall have the right, but not the duty, to participate with the Assured in the defense or settlement of any claim which may be indemnifiable in whole or in part.

Insurers will pay any defense expenses incurred after exhaustion of the Deductible/ Excess, provided the prior written consent of Insurers is obtained before those defense expenses are incurred and subject to Insurers’ limits of liability.

5. SUBROGATION OF RIGHTS AND WAIVER OF SUBROGATION

The Insurers shall be subrogated to the extent of any payment hereunder to all the Assured’s rights of recovery, and the Assured shall do nothing after loss to prejudice such rights and shall do everything necessary to secure such rights.

However, the Insurers shall not have the right to be subrogated to or to require assignment of the Assured’s right or rights of recovery against:

A. any party with whom the Assured has effected contracts or agreements customary to the conduct of the business of the Assured and under which the Assured may have assumed liability or granted releases therefrom, without prejudice to this Policy, provided such contracts or agreements, written, insofar as they effect any loss hereunder, are concluded prior to such loss;

B. any of the Assureds under this Policy, or their directors, officers, stockholders, partners or employees.

6. Bankruptcy and insolvency

In the event of the bankruptcy or insolvency of the Assured or any entity comprising the Assured, the Insurers shall not be relieved thereby of the payment of any claims recoverable hereunder because of such bankruptcy or insolvency.

7. SALVAGE AND RECOVERIES

It is understood and agreed that in the event of any payment hereunder, Insurers will act in concert with all other interests (including the Assured) concerned, in the exercise of rights of recovery or gaining of salvage. Any net salvages, recoveries or payments (except other insurance carried by or on behalf of the Assured) recovered or received subsequent to a loss settlement under this insurance shall be applied as if recovered or received prior to such settlement and all necessary adjustment shall then be made between the Assured and the Insurers hereunder, provided always that nothing in this Condition 7. shall be construed to mean that losses under this insurance are not recoverable until the Assured's loss has been finally ascertained.

8. Notice of cancellation

Notwithstanding that this policy is for a period of 36 months, it may be cancelled by either the Insurers or the Assured giving sixty (60) days notice to take effect from the time of the anniversary of the inception of this Insurance. Notice is deemed given at each anniversary.

The Insurers may agree however to continue this Insurance subject to agreement between the Insurers and the Assured prior to the expiry of such notice of cancellation as to rate of premium and/or conditions and/or warranties.

In the event of cancellation of this Insurance by reason of the operation of this clause, a net return of any premium paid to the Insurers in respect of the period subsequent to such cancellation shall be payable to the Assured.