Extract to table

Twelve (12) months following the closing date of the Transaction (the "Drop-Down Date"), provided that no claims are then pending under the Policy or reasonably expected to be made, the Retention shall be reduced by fifty percent (50%) to $272,000,000 (the "Reduced Retention")

From and after the Drop-Down Date (and subject to the foregoing condition), losses in excess of the Reduced Retention shall be covered under the Policy up to the Policy Limit

Claims under the Policy must be reported to the Insurer in writing prior to the expiration of the applicable Policy period

For purposes of the Policy, "fairly disclosed" shall have the meaning ascribed to such term in the Merger Agreement

In such cases, the Insurer shall be entitled to exercise all rights of subrogation and recovery to which it is entitled at law or in equity, without limitation

The Named Insured shall provide written notice of any claim or potential claim under the Policy to: Northfield Assurance Ltd