as the Reinsured shall pay, or be required to pay, the amounts of any losses falling within the terms or limits of this reinsurance. The Reinsurer shall have the benefit of any salvages or other recoveries, including other insurance or reinsurances applicable to the limits of cover assumed by this Certificate. Loss expenses and legal expenses, including court costs and interest, if any, which may be incurred by the Reinsured with the consent of the Reinsurer in the adjustment or defense of claims, suits, or proceedings shall be borne by the Reinsurer and the Reinsured in the proportion that each party's share of loss bears to the total amount of said loss. The term "loss" as used herein shall mean the amount of the principal sum of the agreement, award or verdict actually paid in the settlement of claims for which the Reinsured is liable after making proper deductions for all recoveries and salvages. Loss expenses hereunder shall not include salaries and expense of the Reinsured's employees incurred in investigation, adjustment or litigation.

**CANCELLATION**

THIS CERTIFICATE may be cancelled by either party upon thirty days' notice in writing to the other stating the date cancellation shall be effective. If cancellation is at the request of the Reinsured, adjustment of premium shall be at short rate, and if cancelled by the Reinsurer, adjustment shall be made pro rata. The Reinsurer may, however, cancel this Certificate absolutely on five days notice for non-payment of premium due. Notice shall be given by the Reinsured to the Reinsurer at 400 Park Avenue, New York 22, New York and by the Reinsurer to the Reinsured at Armonk, New York

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