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"Covered Party" for such "loss" periodically, at intervals of not less than one (1) month, upon receipt from the "Covered Party" of proper proofs of payment. B. As respects Paragraph C of Insuring Agreement I, liability under this Memorandum with respect to any "occurrence" shall not attach unless and until the Authority's liability shall have been fixed and rendered certain either by final judgment against the "Covered Party" after actual trial or by written agreement of the "Covered Party", the claimant and the Authority. Such losses shall be due and payable within thirty (30) days after they are respectively claimed and proven in conformity with this Memorandum. VIII. SUBROGATION: In the event of any payment under this Memorandum, the Authority shall be subrogated, to the extent of such payment, to all the "Covered Party's" rights of recovery therefore and the "Covered Party" shall execute all papers required and shall do everything that may be necessary to secure such rights. Any amount recovered as a result of such proceedings, together with all expenses necessary to the recovery of any such amount shall be apportioned as follows: The Authority shall first be reimbursed to the extent of its actual payment hereunder. If any balance then remains said balance shall be applied to reimburse the "Covered Party". The expenses of all proceedings necessary to the recovery of such amount shall be apportioned between the "Covered Party" and the Authority in the ratio of their respective recoveries as finally settled. If there should be no recovery in proceedings instituted solely on the initiative of the Authority, the expenses thereof shall be borne by the Authority. IX. INSPECTION AND AUDIT: The Authority shall be permitted but not obligated to inspect the "Covered Party's" operations at any time. Neither the Authority's right to make inspections nor the making thereof nor any report thereon shall constitute an undertaking on behalf of or for the benefit of the "Covered Party" or others to determine or warrant that such operations are safe or harmful, or are in compliance with any law, rule or regulation. The Authority may examine and audit the "Covered Party's" books and records at any time during the currency hereof and until three (3) years after the final settlement of all claims or payments made on account of accident or disease occurring during the term of this Memorandum as far as such books and records relate to the subject matter of this Memorandum. X. OTHER COVERAGE: If the "Covered Party" has other coverage against a "loss" covered by this Memorandum, the Authority shall not be liable to the "Covered Party" hereunder for a greater proportion of such "loss" than the amount which would have been payable under this Memorandum, had no such other coverage existed, bears to the sum of said amount and the amounts which would have been payable under each other Memorandum or policy applicable to such "loss", had each such Memorandum or policy been the only Memorandum or policy so applicable. XI. BANKRUPTCY AND INSOLVENCY: In the event of the bankruptcy: or insolvency of the "Covered Party" or any entity comprising the "Covered Party", the Authority Form 7/1/2004 Page 7 of 8 C~_._. -_.~..