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knows or should reasonably foresee that a covered act committed by you could be the basis of a claim, then, as a condition precedent to your right to coverage under this policy with respect to such claim or covered act, you or your designee will give to us Notice in writing of such claim or covered act as soon as practicable during the policy period or within 60 days after the end of the policy period. 6.3.2 Such notice shall contain particulars as to the time, place, and circumstances of the events complained of, and the names and, if known, addresses of all claimants and of any available witnesses. 6.3.3 The Notice to us in compliance with this Paragraph 6.3 shall be deemed a Claim first made against you and reported to us during the Policy Period or Extended Reporting Period, if applicable. Any claim that may subsequently be made against you arising out of such act or omission, or Covered Act, shall be deemed for the purposes of this insurance to have been made against you on the date we received the notice complying with this Paragraph 6.3. 6.4 Your assistance and cooperation You will give us and any defense counsel assigned by us full cooperation and such information as we and defense counsel reasonably request; including upon our request, assisting in making settlements in the conduct of claims, attending hearings, trials, arbitrations, and mediations, and assisting in securing and giving evidence and obtaining the attendance of witnesses. Your obligations under this Condition 6.4 will survive the termination or expiration of the policy. 6.5 Innocent Insured - Waiver of Exclusion and Breach of Condition Whenever coverage under any provision of this policy would be excluded, suspended or lost because of noncompliance with the terms or conditions relating to the giving of notice to us of any claim with respect to which any other of you shall be in default solely because of the default or concealment of such default by one or more of you responsible for the loss otherwise covered hereunder, we agree that such insurance as would otherwise be afforded under this policy shall apply with respect to those of you who did not personally commit or personally participate in committing one or more acts, errors or omissions described in such exclusion or condition; provided that if the condition be one with which you can comply, after receiving knowledge thereof, those of you entitled to the benefit of this condition shall comply with such condition promptly after obtaining knowledge of such noncompliance. 6.6 Alternative Dispute Resolution with Respect to a Claim Made Against you In the event a claim made against you can, by agreement between us and the claimant, be referred to mediation or arbitration, then we will have the right to have the claim so referred. We will give you written notice of the intention to refer such claim to arbitration or mediation, and we will be entitled to exercise any of your rights with respect to mediation or arbitration including, without limitation, choice of arbitrator(s) or mediator(s) as the case may be and choice of venue. 6.7 Subrogation In the event of any payment under this policy, we will be subrogated to all of your rights of recovery against any person or entity, and you will execute and deliver such instruments and paper and do whatever else is necessary to secure such rights. You shall do nothing to prejudice such rights. Your obligations under this Condition 6.7 shall survive the termination or expiration of the policy. Any amounts so recovered shall first be applied toward reimbursement of any payments made by you pursuant to your DEDUCTIBLE and any remaining balance shall be ours. 6.8 Notice of Cancellation This policy may be canceled by you by surrender of this policy to us or any of our authorized agents or by mailing to us written notice stating when thereafter the cancellation will be effective. LPLPOL01 [10/10] Page 10 of 14 Protective Insurance Company