INSURANCE BROKERS AND AGENTS ERRORS AND OMISSIONS INSURANCE

Transcription

1 INSURANCE BROKERS AND AGENTS ERRORS AND OMISSIONS INSURANCE NOTICE: THIS IS A CLAIMS MADE POLICY EXCEPT TO SUCH EXTENT AS MAY BE PROVIDED OTHERWISE HEREIN, THIS POLICY IS LIMITED TO PAYMENT FOR ONLY THOSE CLAIMS THAT ARE FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD AND REPORTED TO UNDERWRITERS IN ACCORDANCE WITH THE TERMS OF THE POLICY. PLEASE REVIEW THE POLICY CAREFULLY. In consideration of the payment of the premium and the undertaking of the Insured to pay the deductible as described herein and in reliance upon the statements in the application attached hereto and made a part hereof, and subject to the Limits of Liability shown in the Schedule and to all the terms of this Policy, Underwriters agree with the Named Insured as follows: INSURING AGREEMENTS 1. ERRORS AND OMISSIONS The Underwriters will pay on behalf of the Insured those sums which the Insured shall become legally obligated to pay as damages by reason of any negligent act, error or omission committed or alleged to have been committed by the Insured or by any person for whose negligent acts, errors or omissions the Insured is legally responsible, which arise out of the conduct of the Insured s Professional Activities, provided always that: (a) the claim is first made against the Insured during the Policy Period by reason of such negligent act, error or omission, and (b) the negligent acts, errors, or omissions giving rise to the claim took place on or after the Retroactive Date set forth in Item 4. of the Schedule to this Policy, and (c) the Insured has no knowledge, on or prior to the effective date of this Policy, that such negligent act, error or omission may give rise to a claim against the Insured, or, there are no prior policy or policies which provide insurance for such liability or claims resulting from such negligent act, error or omission whether or not the deductible provisions and amount of such prior policy or policies are different from this Policy. If there are any such prior policies applicable to a claim, then notwithstanding CONDITIONS 6. of this policy, this policy shall not apply to such claim. 2. SUPPLEMENTARY PAYMENTS Subject to the Per Day Limit of Liability and aggregate Limit of Liability set forth in Item 6.B. of the Schedule to this Policy for Supplementary Payments and to all of the other terms, conditions, limitations, and exclusions of this Policy, the Underwriters will reimburse the Insured for actual loss of earnings and reasonable expenses incurred at Underwriters' request for attendance at trial, court-ordered hearings, depositions, arbitration, or mediation, as the result of any claim against the Insured. The deductible is not applicable to any payment under this coverage section and any payments made under this coverage section will not reduce the Aggregate Limits of Liability for all Coverages set forth in Item 6.D. of the Schedule to this Policy. 3. DEFENSE OF ADMINISTRATIVE AND DISCIPLINARY PROCEEDINGS Subject to the aggregate Limit of Liability for Defense of Administrative and Disciplinary Proceedings set forth in Item 6.C. of the Schedule to this Policy and to all of the other terms, conditions, limitations, and exclusions of this Policy, Underwriters will pay claim expenses incurred for the defense of Administrative and Disciplinary Proceedings first instituted against and received by the Insured during the Policy LSW221-08/18 Page 1 of 6

2 Period. The deductible is not applicable to any payment under this coverage section and any payments made under this coverage section will not reduce the Aggregate Limits of Liability for All Coverages set forth in Item 6.D. of the Schedule to this Policy. 4. DISCOVERY CLAUSE If during the Policy Period the Insured shall first become aware of any facts or circumstances which may subsequently give rise to a claim against the Insured by reason of any negligent act, error or omission for which coverage would be afforded hereunder, and if the Insured shall DURING THE POLICY PERIOD stated in the Schedule give written notice to Underwriters of such facts or circumstances, any claim subsequently made against the Insured arising out of such negligent act, error or omission shall be deemed for the purpose of this Policy to have been first made during the Policy Period stated in the Schedule. The Insured shall co-operate fully with Underwriters or their representatives as provided in Conditions 1. and any investigation conducted by Underwriters or their representatives shall be subject to the terms set forth in this Policy. 5. LIMITS OF LIABILITY The liability of Underwriters for each claim made against the Insured during the Policy Period and reported to Underwriters in accordance with the terms of this Policy under the Errors and Omissions Coverage in Insuring Agreements 1., including damages and claims expenses, shall not exceed the amount stated in item 6. A. 1. of the Schedule to this Policy for each claim. Subject to that limit for each claim, the total limit of Underwriters liability for all claims first made against the Insured during the Policy Period and reported to Underwriters in accordance with the terms of this Policy under Insuring Agreement 1., including damages and claims expenses, shall never exceed the Aggregate Limit of Liability stated in Item 6.A.2. of the Schedule to this Policy as aggregate. The inclusion herein of more than one Insured or the making of claims, including but not limited to the bringing of suits, by more than one person or organization, shall not operate to increase the limit of Underwriters liability for each claim or in the aggregate for all claims. 6. DEDUCTIBLE The deductible amount stated in Item 7. of the Schedule shall be paid by the Named Insured, shall be applicable to each claim under Insuring Agreements 1. of this Policy, and shall include damages but shall not include claims expenses. 7. DEFENSE AND SETTLEMENT (a) Underwriters shall have the right and duty to defend any claims covered by this Policy as asserted against any Insured and seeking damages as covered by this Policy, including but not limited to the right to appoint defense counsel to represent the Insured as to any claim. The Insured shall cooperate fully with the Underwriters in such defense. (b) The Insured shall not admit liability for or settle any claim or incur any claims expenses in connection with any claim covered by this Policy without the prior written consent of the Underwriters. (c) The Underwriters shall not settle any claim without the consent of the Insured. If however the Insured shall refuse to consent to any settlement recommended by the Underwriters and shall elect to contest or continue any legal proceedings in connection with such claim, then the Underwriters liability for the claim shall not exceed the amount for which the claim could have been so settled including the claims expenses incurred with Underwriters consent up to the date of such refusal. DEFINITIONS 1. INSURED The unqualified word Insured whenever used in this Policy means: (a) the individual, partnership or corporation designated as the Named Insured in the Schedule: (b) any partner, executive officer, director, or employee of the Named Insured while acting within the scope of his duties as such: (c) any former partner, executive officer, director or employee of the Named Insured for acts committed while acting within the scope of his duties as such; (d) independent contractors retained by the Insured to perform, or assist the Insured to perform Professional Activities, but only to the extent the services giving rise to any claim are performed by the independent contractor LSW221-08/18 Page 2 of 6

3 on behalf and at the direction of the Insured pursuant to a written contract or agreement. 2. POLICY PERIOD The term Policy Period whenever used in this Policy shall mean the period from the inception date of this policy to the expiration date set forth in Item 3. of the Schedule or its earlier termination date, if any, all dates being at 12:01 am at the location set forth in Item 1. of the Schedule to this Policy. 3. CLAIM The unqualified word claim whenever used in this Policy shall mean a written demand, suit, arbitration, or other civil proceeding served on or received by the Insured seeking compensatory monetary damages or services based on negligent acts, errors, or omissions in the conduct of the Insured s Professional Activities. Claim shall not include any criminal proceeding of any kind; any demand or proceeding seeking non-monetary or injunctive relief; or any administrative or disciplinary proceeding as provided coverage under Insuring Agreements 3. The filing of suit, the filing of an arbitration demand, or the filing of any other civil proceeding without service on or receipt by the Insured shall not constitute a claim as defined in this policy. 4. CLAIMS EXPENSES Claims Expenses means: (a) fees charged by an attorney designated by Underwriters, (b) all other fees, costs and expenses incurred by Underwriters in the investigation, adjustment, defense and appeal of a claim, and (c) the reasonable fees charged by an attorney designated by the Insured with the prior written consent of Underwriters. 5. DAMAGES Damages means a monetary judgment, award, or settlement, but shall not mean and shall specifically exclude: (a) The return, waiver, or forgiveness of fees or other compensation paid or payable to the Insured; (b) Punitive or exemplary damages, or the multiplied portion of any award or judgment of compensatory monetary Damages; (c) Fines, penalties, sanctions, or taxes imposed on the Insured due to a claim. 6. PROFESSIONAL ACTIVITIES Professional Activities means those services provided in the Insured's business as an insurance agent, insurance broker, insurance general agent or surplus lines broker, including but not limited to the electronic solicitation of applicants for insurance coverage; the electronic receipt, review and processing of applications for insurance coverage; and the electronic servicing of insurance coverage placed by the Insured for others. 7. ADMINISTRATIVE AND DISCIPLINARY PROCEEDINGS Administrative and Disciplinary Proceedings means a proceeding by a federal, state, or local regulatory or disciplinary official, board, agency, or body to investigate charges of professional misconduct by the Insured solely in the rendering or failure to perform Professional Activities. EXCLUSIONS The coverage afforded under this Policy shall not apply to and Underwriters will not pay any damages or claim expenses for any claims: 1. Arising out of any dishonest, fraudulent, criminal or malicious act committed or alleged to have been committed by, or at the direction of the Insured, provided, however, that this exclusion shall not apply unless and until a final non-appealable adjudication in the claim against the Insured for such excluded conduct, or the Insured admits, pleads to, or otherwise agrees that such excluded conduct was committed by or at the direction of the Insured. 2. For punitive or exemplary damages, fines, penalties, sanctions, or taxes, provided, however, that if a claim seeks both compensatory monetary damages and punitive or exemplary damages, fines, penalties, sanctions, or taxes, Underwriters, subject to all other coverage considerations, will provide a defense to such claim, without LSW221-08/18 Page 3 of 6

4 any obligation to pay any such excluded amounts. 3. For bodily injury to, or sickness, disease or death of any person, or injury to or destruction of any tangible property, including the loss of use thereof, 4. For libel, slander, invasion of privacy or discrimination, 5. By any insurer against the Insured in the Insured s capacity as Insurance Agents or General Insurance Agents of that insurer, unless such claim arises out of any alleged negligent act, error or omission by the Insured and only after that insurer has obtained a judgment against the Insured in any Court in respect of that claim, 6. Arising out of the commingling of monies or accounts, or loss of monies received by the Insured or credited to the Insured s account, 7. Arising out of, due to or involving directly or indirectly the insolvency, receivership, bankruptcy liquidation or financial inability to pay, by any insurer of any type or nature, or by any agent, broker or intermediary with or through whom or which the Insured has placed or obtained coverage for a client or an account, provided, however, that this exclusion shall not apply to claims resulting from the insolvency of any insurer if, on the date that the Insured first binds the underlying insurance coverage that is the subject of the claim, or the date that the Insured last binds the renewal insurance coverage that is the subject of the claim, the insurer is: i. Rated A- by A. M. Best Company, or ii. Rated A or better by Demotech, Inc. 8. By any entity which is wholly or partially owned, operated or managed by the Insured or which wholly or partially owns, operates or manages the Insured, or which is wholly or partially under the same common ownership, operation or management as the Insured. 9. Arising out of the Insured's activities as a Managing General Agent, Managing General Underwriter, reinsurance underwriter, or claims adjuster. 10. For liability assumed by the Insured under any contract, guarantee, agreement, warranty, or indemnity, whether written or oral, and whether express or implied, unless the Insured would have been legally liable in the absence of such contract, guarantee, warranty, or indemnity based on negligent acts, errors, or omissions by the Insured in the conduct of Professional Activities. 11. Arising out of any Professional Activities conducted by the Insured for which the Insured, at the time such Professional Activities were conducted, did not have a current, active and unrevoked license or other legal authorization for such Professional Activities as required by Federal, State, or local law, regulation, or ordinance. 12. Arising out of, due to, or involving directly or indirectly variable annuities, mutual funds, stocks and/or bonds; 13. Arising out of, due to, or involving directly or indirectly viatical settlements, structured settlements, promissory notes, limited partnerships, discretionary agreements, or third party administration, whether the Insured performs such activities for a fee or no fee; 14. Arising out of, due to, or involving directly or indirectly any underwriting, syndicating or investment banking or associated counseling or investment activities involving or related to mergers, acquisitions, divestitures, tender offers, leveraged buy-outs, re-organizations, capital structuring, re-capitalization, spinoffs, primary or secondary offering of securities, business valuation or financing for any enterprise, or any disclosure requirements in connection with the foregoing; and, 15. Arising out of, due to, or involving directly or indirectly any services performed as an attorney, actuary, accountant, notary public, Registered Investment Advisor, tax advisor, real estate agent or broker; 16. any actual or alleged violations of any Federal, State or local Anti-Trust or Restraint of Trade statute, regulation, or ordinance; 17. any actual or alleged violations of the National Association of Securities Dealers Rules, the Securities Act of 1933, the Securities Exchange Act of 1934, any state blue sky or securities law or any other Federal or State securities law or any LSW221-08/18 Page 4 of 6 Page 2 of 3

5 amendments thereof or additions thereto, or rules or regulations promulgated thereunder; 18. Any actual or alleged violations of the Racketeer Influenced and Corrupt Organizations Act, 18 USC Section 1961 et seq., and any amendments thereto or rules or regulations promulgated thereunder; 19. Any actual or alleged violations of the Employee Retirement Income Security Act of 1974 (ERISA), the Fair Labor Standards Act, the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Consolidated Omnibus Budget Reconciliation Act, the Occupational Health and Safety Act and any amendments to or rules or regulations promulgated under such statutes, or any similar provisions of any federal, state or local statutory or common law; 20. any of the Insured s activities as an officer, director, partner, trustee, fiduciary, or employee of any pension, profit sharing, health and/or welfare, mutual or investment fund or trust, or any other employee benefit plan or trust; 21. any actual or alleged involvement by the Insured with the marketing, underwriting, placement or servicing activities of any kind related to any of the following: (a) Multiple Employer Welfare Arrangements ( MEWA ) and/or Multiple Employer Trusts ( MET ), as such are defined by ERISA, regardless of whether such is governed, in whole or in part, by State law; (b) Medical stop-loss plans, captives, reciprocals, risk retention groups ( RRG ), risk purchasing groups ( RPG ) or any other partially funded or self-insured insurance program; CONDITIONS 1. INSURED S DUTIES IN THE EVENT OF CLAIM OR SUIT The Insured shall, as a condition precedent to any coverage under this policy, give to Underwriters immediate notice in writing of any claim first made against the Insured during the Policy Period, cooperate with Underwriters and upon Underwriters request submit to examination and interrogation by Underwriters representatives, under oath if required, and attend hearings, depositions and trials, and assist in effecting settlement, securing and giving evidence, obtaining the attendance of witnesses and assisting in the conduct of suits, as well as in the giving of a written statement or statements to Underwriters representatives and meetings with such representatives for the purposes of investigation and/or defense, and all without charge to Underwriters, except as may be provided coverage under Insuring Agreements SUBROGATION In the event of any payment under this Policy, Underwriters shall be subrogated to all of the Insured s rights of recovery for any such payment as against any person or organization and the Insured shall execute and deliver all instruments and papers and do whatever else is necessary to secure such rights. The Insured shall do nothing to prejudice such rights. 3. ACTION AGAINST UNDERWRITERS No action shall lie against Underwriters unless, as a condition precedent thereto, the Insured shall have fully complied with all the terms of this Policy, nor until the amount of the Insured s obligation to pay shall have been fully and finally determined, either by judgment against the Insured after actual trial, or by written agreement of the Insured, the claimant and Underwriters. 4. FALSE OR FRAUDULENT CLAIMS If the Insured shall proffer any claim knowing same to be false or fraudulent, as regards amount or otherwise, this Insurance shall become null and void and all coverage hereunder shall be forfeited. 5. APPLICATION By acceptance of this Policy the Insured agrees that the statements in the application are his, her, or its representations, that this Policy is issued in reliance upon the truth of such representations and that this Policy embodies all agreements existing between the Insured and Underwriters, or any of their agents, relating to this Insurance. LSW221-08/18 Page 5 of 6

6 6. OTHER INSURANCE Subject to the limitation of coverage as set forth in Insuring Agreement 1(b) regarding the application of a prior policy or policies, this Policy is excess of the amount of the applicable deductible of this Policy and any other valid and collectible insurance available to the Insured whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise. 7. ASSIGNMENT The assignment of interest under this Policy shall not bind Underwriters unless and until Underwriters provide their written consent by endorsement hereon. In the event of the death or incompetency of the Insured this Policy shall cover the Insured for any claims first made against the Insured or its legal representatives during the Policy Period and which would otherwise be covered by this Policy. 8. CANCELLATION This Policy may be cancelled by the Named Insured by a written notice stating when thereafter such cancellation shall be effective. If cancelled by the Named Insured, Underwriters shall retain the customary short rate proportion of the earned Premium hereon. This Policy may be cancelled by Underwriters by mailing to the Named Insured written notice stating when, not less than thirty (30) days thereafter, such cancellation shall be effective, but this Policy may be cancelled by not less than ten (10) days notice when the cancellation is by reason of the Insured s non-payment of premium. The mailing of notice as aforementioned shall be sufficient notice and the effective date of cancellation stated in the notice shall become the expiration date of the Policy as of 12:01am at the location set forth in Item 1. Of the Schedule. Delivery of such written notice by the Named Insured, or Underwriters shall be equivalent to mailing. If cancelled by Underwriters, earned Premium shall be computed pro rata. Premium adjustment may be made at the time cancellation is effected or as soon as practicable thereafter. The transmittal of the premium adjustment by Underwriters or any of its representatives by mail or other form of delivery, shall be sufficient tender of any amount due to the Named Insured. 9. SERVICE OF SUIT It is agreed that in the event of the failure of Underwriters hereon to pay any amount claimed to be due hereunder, the Underwriters hereon, at the request of the Insured, will submit to the jurisdiction of a Court of competent jurisdiction within the United States. Nothing in this Clause constitutes or should be understood to constitute a waiver of Underwriters rights to commence an action in any Court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another Court as permitted by laws of the United States or of any State in the United States. It is further agreed that service of process in such suit may be made upon the designee named in Item 11. of the Schedule and that in any suit instituted against any one of them upon this Contract, Underwriters will abide by the final decision of such Court or of any Appellate Court in the event of an appeal. The above-named are authorized and directed to accept service of process on behalf of Underwriters in any such suit and/or upon the request of the Insured to give a written undertaking to the Insured that they will enter a general appearance upon Underwriters behalf in the event such suit shall be instituted. Further, pursuant to any statute of any state, territory or district of the United States which makes provision therefor, Underwriters hereon hereby designate the Superintendent, Commissioner, or Director of Insurance or other officer specified for that purpose in the statute, or his successor or successors in office, as their true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Insured or any beneficiary hereunder arising out of this Policy, and hereby designates the abovenamed as the person to whom said officer is authorized to mail such process or a true copy thereof. LSW221-08/18 Page 6 of 6

7 NUCLEAR INCIDENT EXCLUSION CLAUSE-LIABILITY-DIRECT (BROAD) (U.S.A.) For attachment to insurances of the following classifications in the U.S.A., its Territories and Possessions, Puerto Rico and the Canal Zone: Owners, Landlords and Tenants Liability, Contractual Liability, Elevator Liability, Owners or Contractors (including railroad) Protective Liability, Manufacturers and Contractors Liability, Product Liability, Professional and Malpractice Liability, Storekeepers Liability, Garage Liability, Automobile Liability (including Massachusetts Motor Vehicle or Garage Liability), not being insurances of the classifications to which the Nuclear Incident Exclusion Clause-Liability-Direct (Limited) applies. This Policy* does not apply: I. Under any Liability Coverage, to injury, sickness, disease, death or destruction: II. III. (a) with respect to which an insured under the Policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or (b) resulting from the hazardous properties of nuclear material and with respect to which (1) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (2) the insured is, or had this Policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. Under any Medical Payments Coverage, or under any Supplementary Payments Provision relating to immediate medical or surgical relief, to expenses incurred with respect to bodily injury, sickness, disease or death resulting from the hazardous properties of nuclear material and arising out of the operation of a nuclear facility by any person or organization. Under any Liability Coverage, to injury, sickness, disease, death or destruction resulting from the hazardous properties of nuclear material, if: (a) the nuclear material (1) is at any nuclear facility owned by, or operated by or on behalf of, an insured or (2) has been discharged or dispersed therefrom; (b) the nuclear material is contained in spent fuel or waste at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an insured; or (c) the injury, sickness, disease, death or destruction arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any nuclear facility, but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion (c) applies only to injury to or destruction of property at such nuclear facility. IV. As used in this endorsement: "hazardous properties" include radioactive, toxic or explosive properties; "nuclear material" means source material, special nuclear material or by-product material; "source material", "special nuclear material", and "by-product material" have the meanings given them in the Atomic Energy Act 1954 or in any law amendatory thereof; "spent fuel" means any fuel element or fuel component,

8 solid or liquid, which has been used or exposed to radiation in a nuclear reactor; "waste" means any waste material (1) containing by-product material and (2) resulting from the operation by any person or organization of any nuclear facility included within the definition of nuclear facility under paragraph (a) or (b) thereof; "nuclear facility" means: (a) any nuclear reactor, (b) any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing spent fuel, or (3) handling, processing or packaging waste, (c) any equipment or device used for the processing, fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235, (d) any structure, basin, excavation, premises or place prepared or used for the storage or disposal of waste, and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; "nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material. With respect to injury to or destruction of property, the word "injury" or "destruction" includes all forms of radioactive contamination of property. It is understood and agreed that, except as specifically provided in the foregoing to the contrary, this clause is subject to the terms, exclusions, conditions and limitations of the Policy to which it is attached. * NOTE: As respects policies which afford liability coverages and other forms of coverage in addition, the words underlined should be amended to designate the liability coverage to which this clause is to apply. 17/3/60 NMA1256

9 CANCELLATION CLAUSE NOTWITHSTANDING anything contained in this Insurance to the contrary this Insurance may be cancelled by the Insured at any time by written notice or by surrendering of this Contract of Insurance. This Insurance may also be cancelled by or on behalf of the Underwriters by delivering to the Insured or by mailing to the Insured, by registered, certified or other first class mail, at the Insured's address as shown in this Insurance, written notice stating when, not less than {Response} days thereafter, the cancellation shall be effective. The mailing of notice as aforesaid shall be sufficient proof of notice and this Insurance shall terminate at the date and hour specified in such notice. If this Insurance shall be cancelled by the Insured the Underwriters shall retain the customary short rate proportion of the premium hereon, except that if this Insurance is on an adjustable basis the Underwriters shall receive the Earned Premium hereon or the customary short rate proportion of any Minimum Premium stipulated herein whichever is the greater. If this Insurance shall be cancelled by or on behalf of the Underwriters the Underwriters shall retain the pro rata proportion of the premium hereon, except that if this Insurance is on an adjustable basis the Underwriters shall receive the Earned Premium hereon or the pro rata proportion of any Minimum Premium stipulated herein whichever is the greater. Payment or tender of any Unearned Premium by the Underwriters shall not be a condition precedent to the effectiveness of Cancellation but such payment shall be made as soon as practicable. If the period of limitation relating to the giving of notice is prohibited or made void by any law controlling the construction thereof, such period shall be deemed to be amended so as to be equal to the minimum period of limitation permitted by such law. NMA /04

10 RADIOACTIVE CONTAMINATION EXCLUSION CLAUSE-LIABILITY-DIRECT (U.S.A.) For attachment (in addition to the appropriate Nuclear Incident Exclusion Clause-Liability-Direct) to liability insurances affording worldwide coverage. In relation to liability arising outside the U.S.A., its Territories or Possessions, Puerto Rico or the Canal Zone, this Policy does not cover any liability of whatsoever nature directly or indirectly caused by or contributed to by or arising from ionising radiations or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel. NMA /02/1964

11 SERVICE OF SUIT CLAUSE (U.S.A.) It is agreed that in the event of the failure of the Underwriters hereon to pay any amount claimed to be due hereunder, the Underwriters hereon, at the request of the Insured (or Reinsured), will submit to the jurisdiction of a Court of competent jurisdiction within the United States. Nothing in this Clause constitutes or should be understood to constitute a waiver of Underwriters' rights to commence an action in any Court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another Court as permitted by the laws of the United States or of any State in the United States. Any claim or suit against Underwriters must be notified immediately to the Claim Agreement Parties for their instructions regarding the appointment of counsel. It is further agreed that service of process in such suit may be made upon Wilson, Elser, Moskowitz, Edelman & Dicker, LLP 150 East 42 nd St. New York, NY P: F: and that in any suit instituted against any one of them upon this contract, Underwriters will abide by the final decision of such Court or of any Appellate Court in the event of an appeal. The above-named are authorized and directed to accept service of process on behalf of Underwriters in any such suit and/or upon the request of the Insured (or Reinsured) to give a written undertaking to the Insured (or Reinsured) that they will enter a general appearance upon Underwriters' behalf in the event such a suit shall be instituted. Further, pursuant to any statute of any state, territory or district of the United States which makes provision therefor, Underwriters hereon hereby designate the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his successor or successors in office, as their true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Insured (or Reinsured) or any beneficiary hereunder arising out of this contract of insurance (or reinsurance), and hereby designate the above-named as the person to whom the said officer is authorized to mail such process or a true copy thereof. NMA1998 (04/09)

12 WAR AND TERRORISM EXCLUSION ENDORSEMENT Notwithstanding any provision to the contrary within this insurance or any endorsement thereto it is agreed that this insurance excludes loss, damage, cost or expense of whatsoever nature directly or indirectly caused by, resulting from or in connection with any of the following regardless of any other cause or event contributing concurrently or in any other sequence to the loss; 1. war, invasion, acts of foreign enemies, hostilities or warlike operations (whether war be declared or not), civil war, rebellion, revolution, insurrection, civil commotion assuming the proportions of or amounting to an uprising, military or usurped power; or 2. any act of terrorism. For the purpose of this endorsement an act of terrorism means an act, including but not limited to the use of force or violence and/or the threat thereof, of any person or group(s) of persons, whether acting alone or on behalf of or in connection with any organization(s) or government(s), committed for political, religious, ideological or similar purposes including the intention to influence any government and/or to put the public, or any section of the public, in fear. This endorsement also excludes loss, damage, cost or expense of whatsoever nature directly or indirectly caused by, resulting from or in connection with any action taken in controlling, preventing, suppressing or in any way relating to 1 and/or 2 above. If the Underwriters allege that by reason of this exclusion, any loss, damage, cost or expense is not covered by this insurance the burden of proving the contrary shall be upon the Assured. In the event any portion of this endorsement is found to be invalid or unenforceable, the remainder shall remain in full force and effect. 08/10/01 NMA2918

13 CLAIMS EXCLUSION ENDORSEMENT THIS ENDORSEMENT CHANGES YOUR POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: LIFE INSURANCE AGENTS PROFESSIONAL LIABILITY Notwithstanding any other provision of this policy, it is understood and agreed that there is no coverage under this policy for: Any claim arising out of any new or pending circumstances, wrongful acts, incidents or customer complaints, including any duty to defend, that is in any way related to claims or causes of actions asserted or which could have been asserted which are in any way related to litigation involving class action suits brought against any insurance company, risk retention group, reinsurer, organization, pool, syndicate, association or other combination represented by the insured. All other Terms, Conditions, and Exclusions of this policy remain unchanged. RKD706 (03/07)

14 ADMINISTRATIVE PROCEEDINGS ENDORSEMENT Defense Expenses Only In consideration for the premium charged, it is expressly understood and agreed that this Policy shall apply to those Defense Expenses incurred by or on behalf of the Insureds in connection with any Administrative Proceeding first instituted against and communicated to the Insureds and reported to Us during the Policy Term, provided however that such coverage extended pursuant to this endorsement for all such Administrative Proceedings shall be limited to the limit of liability set forth below, which shall included only Defense Expenses and shall not include any other amounts that may be awarded against the Insureds in or as a result of such Administrative Proceeding, including but not limited to any fines, penalties or other similar amounts assessed against the Insureds. The limit of liability set forth below shall be a part of and not in addition to the Limit of Liability set forth on the Declarations Page. For purposes of this endorsement, the term Administrative Proceeding shall mean an investigation, inquiry, or other similar step or steps taken by a federal, state, or local governmental body or agency, including a State Insurance Department, in connection with the performance, or failure to perform, by the insured of Professional Services, including but not limited to proceedings to terminate the professional licensing of the Insureds or inquiries as to complaints made against the Insureds in connection with the performance or failure to perform Professional Services. Limit of Liability applicable to all Administrative Proceedings: $10, All other terms and conditions remain unchanged. RKD707 (01/07)

15 40.00% N25496AAE % 4020 B0117NAO % 9.60% E8BPNGP17ABX GK616C17A % 2001 DED YE 5.20% P B0879C

16 COMMERCIAL GENERAL LIABILITY CG THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION NEW ENTITIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Paragraph 3. of Section II Who Is An Insured does not apply. CG ISO Properties, Inc., 2004 Page 1 of 1

17 COMMERCIAL GENERAL LIABILITY ARK-GL-017 (09/12) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION SEXUAL ABUSE AND/OR MOLESTATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to SECTION I-COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, subsection 2. Exclusions; and COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, subsection 2. Exclusions: In consideration of the premium charged this insurance does not apply to, and there is no duty on us to defend you for, bodily injury, property damage, personal injury, advertising injury, medical payments or any injury, loss or damages, including consequential injury, disease or illness, alleged disease or illness, suit, expense or any other damages, for past, present or future claims arising out of: (1) The actual or threatened abuse or molestation or licentious, immoral or sexual behaviour whether or not intended to lead to, or culminating in any sexual act, of any person, whether caused by, or at the instigation of, or at the direction of, or omission by, any insured, his employees, or any other person; or, (2) The actual or alleged transmission of any communicable disease; or, (3) Charges or allegations of negligent hiring, employment, investigation, supervision, reporting to the proper authorities, or failure to so report; or retention of a person for whom any insured is or ever was legally responsible and whose conduct would be excluded by paragraph (1) above Abuse includes, but is not limited to, negligent or intentional infliction of physical, emotional or psychological injury/harm. For the sake of clarity, where this insurance does not apply and there is no duty on us to defend you, there is also no coverage and no duty on us to defend any additional insured. All other terms and conditions of this policy remain unchanged. ARK-GL-017 (09/12) Includes material ISO Properties, Inc., used with its permission Page 1 of 1

18 INTERLINE IL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT (Broad Form) This endorsement modifies insurance provided under the following: BUSINESSOWNERS POLICY COMMERCIAL AUTO COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART EMPLOYMENT-RELATED PRACTICES LIABILITY COVERAGE PART FARM COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART PROFESSIONAL LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART SPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY NEW YORK DEPARTMENT OF TRANSPORTATION UNDERGROUND STORAGE TANK POLICY 1. The insurance does not apply: A. Under any Liability Coverage, to "bodily injury" or "property damage": (1) With respect to which an "insured" under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or (2) Resulting from the "hazardous properties" of "nuclear material" and with respect to which (a) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) the "insured" is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. B. Under any Medical Payments coverage, to expenses incurred with respect to "bodily injury" resulting from the "hazardous properties" of "nuclear material" and arising out of the operation of a "nuclear facility" by any person or organization. C. Under any Liability Coverage, to "bodily injury" or "property damage" resulting from "hazardous properties" of "nuclear material", if: (1) The "nuclear material" (a) is at any "nuclear facility" owned by, or operated by or on behalf of, an "insured" or (b) has been discharged or dispersed therefrom; (2) The "nuclear material" is contained in "spent fuel" or "waste" at any time possessed, handled, used, processed, stored, transported or disposed of, by or on behalf of an "insured"; or (3) The "bodily injury" or "property damage" arises out of the furnishing by an "insured" of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nuclear facility", but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion (3) applies only to "property damage" to such "nuclear facility" and any property thereat. 2. As used in this endorsement: "Hazardous properties" includes radioactive, toxic or explosive properties. "Nuclear material" means "source material", "Special nuclear material" or "by-product material". IL Copyright, Insurance Services Office, Inc., 1997 Page 1 of 2

19 "Source material", "special nuclear material", and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. "Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor". "Waste" means any waste material (a) containing "by-product material" other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source material" content, and (b) resulting from the operation by any person or organization of any "nuclear facility" included under the first two paragraphs of the definition of "nuclear facility". "Nuclear facility" means: (a) Any "nuclear reactor"; (b) Any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing "spent fuel", or (3) handling, processing or packaging "waste"; (c) Any equipment or device used for the processing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the custody of the "insured" at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (d) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations. "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a selfsupporting chain reaction or to contain a critical mass of fissionable material. "Property damage" includes all forms of radioactive contamination of property. Page 2 of 2 Copyright, Insurance Services Office, Inc., 1997 IL

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21 SEVERAL LIABILITY NOTICE The subscribing insurers obligations under contracts of insurance to which they subscribe are several and not joint and are limited solely to the extent of their individual subscriptions. The subscribing insurers are not responsible for the subscription of any co-subscribing insurer who for any reason does not satisfy all or part of its obligations. 08/94 LSW1001 (Insurance)

22 COMMERCIAL GENERAL LIABILITY CG COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V Definitions. SECTION I COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments Coverages A and B. b. This insurance applies to "bodily injury" and "property damage" only if: (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2) The "bodily injury" or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1. of Section II Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim, includes any continuation, change or resumption of that "bodily injury" or "property damage" after the end of the policy period. d. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section II Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. CG ISO Properties, Inc., 2006 Page 1 of 16