Extract to table

Retention (Self-Insured Retention / Deductible) The Retention under the RWI policy functions as a self-insured retention (analogous to a deductible) that must be fully exhausted before the policy will respond to any covered Loss

Exhaustion Requirement: The full $4,400,000 Retention (combining both the Sellers' share and the Buyer's share) must be exhausted before the policy responds to any covered Loss

A claim must be noticed to Ridgeline during the applicable policy period in order to be covered

The following describes the order and mechanics of recovery for a covered Loss: First Layer — SPA Basket ($1,650,000): The Buyer must satisfy the $1,650,000 tipping basket before any indemnification claim is payable, whether from the Indemnity Escrow or under the RWI policy

This means that small-dollar claims must be absorbed by the Buyer without recourse to either the Sellers or Ridgeline

The key principles governing this coordination are: (a) The Buyer must first pursue recovery under the SPA's indemnification provisions (i