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23. Claim and Loss Apportionment. If a Claim made against an Insured includes both covered and uncovered <br /> allegations, or is made against an Insured and others not insured, the Insured and the Company recognize that <br /> there must be an allocation between covered and uncovered Claim Expenses and Loss payments,if any.The <br /> Insured and the Company, shall use good faith efforts to agree upon a fair allocation between covered and <br /> uncovered Claims,Claim Expenses,and Loss taking into account the relative legal and financial exposures,and <br /> the relative benefits obtained in connection with the defense and/or settlement of the Claim by the Insured or <br /> others. <br /> a. If the Insured and the Insurer are unable to agree on the amount of the allocation,then the Company shall <br /> pay only those amounts (excess of the Deductible)which the Company deems to be fair and equitable until <br /> a different amount shall be agreed upon or determined pursuant to the tern-is of this Policy. <br /> b. The Company may advance Claims Expenses and or Loss and pursuant to this paragraph prior to the final <br /> disposition of any, such Claim,provided such Claim is covered by this Policy.Any such advance shall be on <br /> the condition that: <br /> (1) the appropriate Deductible has been satisfied;and <br /> (2) any, amounts advanced by the Company shall serve to reduce the Limit of Liability stated in the <br /> Declarations to the extent they, are not in fact repaid;and <br /> (3) the Insured and the Company, have agreed upon the portion of the Claims Expenses or Loss attributable <br /> to covered Claims against the Insureds;provided,however,if no agreement,the Company shall pay <br /> Costs of Defense as specified herein;and <br /> (4) in the event it is finally established that the Company has no liability under the Policy for such Claim, the <br /> Insured will repay the Company, all Claims Expenses and/or Loss advanced by virtue of this provision. <br /> All other policy terms and conditions shall remain the same. <br /> PLEASE READ THIS ENDORSEMENT CAREFULLY AND COMPLETELY. THIS ENDORSEMENT <br /> CHANGES THE POLICY. ALL OTHER TERMS AND CONDITIONS REMAIN THE SAME. <br /> VP E 201(6/22) Page 10 of 10 ©2022 Virtue Risk Partners, LLC <br />