XN GLOBAL PERSONAL INSURANCE Effected with certain Lloyd s Underwriters (hereinafter called the Insurer ) through

XN GLOBAL PERSONAL INSURANCE Effected with certain Lloyd s Underwriters (hereinafter called the Insurer ) through XN FINANCIAL SERVICES INC. BOCA RATON, FLORIDA It is hereby understood and agreed that wherever ' Policy ' appears herein this shall be amended to read ' Master Certificate ' and wherever ' Master policy ' appears this shall read ' Master Certificate '. Attaching to and forming part of Master Policy Number: 4-323-37 Personal Liability The Company agrees to provide the following coverages under this section: Coverage A Liability 1. To indemnify the Insured for all sums which the Insured shall become legally obligated to pay as damages because of Bodily Injury or Personal Injury sustained by any person, or Property Damage. 2. Coverage also applies to liability assumed under any written contract or agreement, for a residence rented or lease agreement that is mandated by local law or statute including: Neighbors and tenants liability, meaning property damage which the insured becomes legally obligated to pay by reason of liability imposed by the articles of the Napoleonic code or similar civil or commercial codes because of: 1. Damage for which the insured is liable as a tenant; 2. Damage for which the insured is liable when the consequences of such damage spread from the insured premises to the premises of neighbors and co-tenants; or 3. Damage for which the insured is liable as landlord, as a result of construction defects or lack of maintenance. 3. Defense, Settlement, Supplementary Payments: with respect to such insurance as is afforded by this policy section, the Company shall: a) defend any suit against the Insured alleging such injury, sickness, disease or destruction and seeking damages on account thereof, even if such suit is groundless, false or fraudulent; but the Company may make such investigation, negotiation and settlement of any claim or suit as it deems expedient; b) pay all premiums on bonds to release attachments for amounts not in excess of the applicable limit of this policy section, all premiums on appeal bonds required in any such defended suit, but without any obligation to apply for or furnish any such bonds; c) pay all reasonable expenses incurred by the Insured, all costs taxed against the Insured in any such suit and all interest accruing after entry of judgment until the Company has paid or tendered or deposited in court such part of such judgment as does not exceed the limit of the Company s liability thereon; d) pay expenses incurred by the Insured in the event of an accident causing bodily injury, sickness or disease, for such immediate medical and surgical relief to others as shall be imperative at the time of the accident. Coverage B Medical Payments To pay all reasonable expenses for occurrences reported within two years from the date of accident for necessary medical, surgical and dental services, including prosthetic devices, and necessary ambulance, hospital, professional nursing and funeral services, to or for each person who sustains bodily injury, sickness or disease, caused by an accident while on the premises with the permission of an Insured, or while elsewhere, if such injury, sickness or disease: a) arises out of the premises or a condition in the ways immediately adjoining; b) is caused by the activities of an Insured; c) is caused by the activities of or is sustained by a Residence Employee while engaged in the employment of an Insured, or d) is caused by an animal owned by or in the care of an Insured. Limits of Liability Under Personal Liability The Limit of Liability stated in the Declarations for Comprehensive Personal Liability is the limit of the Company s liability for all damages, including damages for care and loss of services, as the result of any one occurrence for Coverage A Liability. The Limit of Liability stated in the Declarations for Medical Payments is the limit of the Company s liability for all expenses incurred by or on behalf of each person who sustains bodily injury as the result of any one accident for Coverage B Medical Payments. Additional Coverages The Company will pay the following expenses in addition to the limits of liability of this policy section: 1. Not-for-Profit Directors and Officers Coverage The Company shall provide the Insured, liability coverage up to a limit of $100,000 for Wrongful Acts occurring during their non-paid volunteer activities as a Director or Officer of a not-for-profit organization. Insurance does not apply to: a) libel or slander; b) bodily injury or for property damage; c) the Insured in his/her capacity as a Director or Officer for acts based upon or attributable to their gaining in fact any personal profit or advantage to which (they) were not legally entitled; or d) loss origins from any claims made against the estate, heirs, legal representative or assigns of deceased persons who were Directors or Officers at the time of the Wrongful Act(s) upon which such claims are based, and the legal representatives (or) assigns of Directors or Officers in the event of their incompetency, insolvency (or) bankruptcy. The term Wrongful Act(s) shall mean any actual or alleged error or misstatement or misleading statement or act or omission or neglect or breach of duty by the Directors and Officers in the discharge of their duties, individually or collectively, or any mat-ter claimed against them solely by reason of their being Directors or Officers of the Company. 2. Credit Card Liability The Company will pay $2,500 in the aggregate for the theft or unauthorized use of credit cards or fund transfer cards for which the Insured becomes legally obligated to pay. Said card(s) must be registered solely in the name of the Insured. Coverage herein applies to residents of your household, provided all the terms and conditions under the credit card or fund transfer card are complied with. We do not cover loss arising out of business pursuits or dishonesty of any Named Insured. 3. First Aid Expenses The Company will pay expenses for first aid to others incurred by any Insured for bodily injury covered under this policy. The Company will not pay first aid expenses for injuries incurred by any Insured. 4. Damage to Property of Others The Company will pay up to $ per occurrence for Property Damage to property of others caused by any Insured. Exclusions Insurance does not apply to Bodily Injury, Personal Injury or Property Damage caused by: 1. acts expected or intended by the Insured who is 15 years of age or older; 2. acts arising out of business pursuits of any Insured or the rental or holding for rental any part of any premises by any Insured; provided, however, this exclusion shall not apply to (a) activities which are ordinarily incidental to non-business pursuits, or (b) the rental or holding for rental of a residence of yours on an occasional basis for the exclusive HO-GTWY (8/7) Page 1 of 4

use as a residence, (c) in part, unless intended for use as a residence by more than two roomers or boarders, or (d) in part, as an office, school, studio or private garage; 3. acts arising out of the rendering or failing to render professional services; 4. acts arising out of any premises owned or rented to any Insured which is not an insured location provided, however, this exclusion does not apply to Bodily Injury to any Residence Employee arising out of and in the course of the Residence Employee s employment by an Insured; 5. acts arising out of the ownership, maintenance, operation, use, loading or unloading of: a) an aircraft; b) a Motor Vehicle owned or operated by or rented or loaned to any Insured; or c) a Watercraft (this exclusion does not apply while the Watercraft is in storage) owned by or rented to any Insured if the Watercraft has inboard or inboard-outboard drive motor power of more than 50 horsepower or is a sailing vessel, with or without auxiliary power, 26 feet or more in overall length; or powered by one or more outboard motors with more than 25 total horsepower, owned by an Insured at the inception of this policy. Exclusion 5 does not apply to Bodily Injury to any Residence Employee arising out of and in the course of the Residence Employee s employment by any Insured; 6. acts caused directly or indirectly by war, including undeclared war, civil war, insurrection, rebellion, revolution, warlike act by a military force or military personnel, destruction or seizure or use for a military purpose, and including any consequence of any of these. Discharge of a nuclear weapon shall be deemed a warlike act even if accidental; 7. Bodily Injury of a Residence Employee which occurs off the insured location and does not arise out of or in the course of a Residence Employee s employment by any Insured; 8. any person, eligible to receive any benefits required to be provided under any worker or workmen s compensation, non-occupational disability or occupational disease law; 9. liability assumed under any written contract, agreement by contract or agreement in connection with any business of the Insured; 10. Property Damage to property owned by the Insured; 11. Property Damage to property rented to, occupied or used by or in the care, custody or control of the Insured. This exclusion does not apply to Property Damage caused by fire, smoke or explosion; 12. Bodily Injury, Personal Injury or Property Damage for which any Insured under this policy is also an Insured under a nuclear energy liability policy or would be an Insured but for its termination upon exhaustion of its limit of liability. A nuclear energy liability policy is a policy issued by the Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada, or any of their successors. Also, any other nuclear energy liability policy issued by any foreign government or foreign jurisdiction; 13. Bodily Injury, Personal Injury or Property Damage to an Insured; 14. arising out of, aggravated by or resulting from fungi, wet or dry rot, or bacteria. This exclusion includes any liability imposed on the Insured by any government authority for any loss or damage caused by, arising out of, aggravated by or resulting from fungi, wet or dry rot, or bacteria. Personal Excess Liability We will pay that portion of the damages for Bodily Injury, Personal Injury or Property Damage that a covered person is legally responsible to pay for which exceeds the Underlying Coverage. Limit of Liability Our liability for damages resulting from one occurrence is only for that portion of the damages which exceeds the Underlying Coverage. The covered person must promptly pay us any amount of the damages we pay which falls within the Underlying Coverage. We will never pay more than the limit of liability shown in the Declarations for all damages resulting from one occurrence. The insurance provided by this policy applies separately to each covered person a claim is made against, but including more than one covered person in the policy will not increase our limit of liability. Defense-Settlement If it is claimed that a covered person is legally responsible for damages which are not payable (1) under any underlying insurance or (2) due to exhaustion of all underlying insurance, but which are covered under this policy except for the Underlying Coverage, we will: 1. Provide a defense by counsel of our choice. We may investigate and settle the claim or suit as we see fit. Our duty to defend ends when our limit of liability is exhausted by payment for damages. 2. Pay premiums on all appeal bonds required in a suit we defend. We have no duty to apply for or furnish a bond. 3. Pay all our expenses. Pay all court costs a covered person is charged. Pay all interest accruing after judgment is entered until we pay, tender or deposit in court that part of the judgment this policy covers. 4. Pay the covered person for all reasonable expenses, including lost earnings up to $100 per day or the aggregate of $5,000, incurred at our request. These amounts are in addition to the applicable limit of liability of this policy. Maintenance of Underlying Insurance It is a condition of this section that the policy or policies referred to in Policy Section III in the Declarations, or renewals thereof not more restrictive in coverage, shall be maintained in full effect during the term of this section except for any reduction of the aggregate limit or limits contained therein solely by payment of claims with respect to occurrences occurring during the period of this section. Failure of the Insured to comply with the foregoing shall not invalidate this section but in the event of such failure, the Company shall only be liable to the same extent as it would have been had the Insured complied with this condition. Unless endorsed herein, the minimum limit of liability shall be: Comprehensive Personal Liability $500,000 Each Occurrence Automobile Liability USA/Canadian Exposures a. Bodily Injury Liability $100,000 Each Person $300,000 Each Occurrence Property Damage Liability $10,000 Each Occurrence OR b. Bodily Injury Liability and $300,000 Combined Single Limit Property Damage Liability Each Occurrence Foreign Exposure a. An amount equal to that required by statute in the country in which the automobile is registered OR b. Bodily Injury Liability $25,000 Each Person $50,000 Each Occurrence Property Damage Liability $10,000 Each Occurrence c. Bodily Injury Liability and $50,000 Combined Single Limit Property Damage Liability Each Occurrence Watercraft Liability Bodily Injury Liability and $100,000 Combined Single Limit Property Damage Liability Each Occurrence Recreational Vehicles will be subject to a $50,000 self insured retention. Exclusions Insurance does not apply to: 1. any obligation for which the Insured or any of his insurers may be held liable under any worker s or workmen s unemployment compensation, disability benefits or similar law; 2. Property Damage to: a) property owned by the Insured, or b) property rented to, used by or in the care, custody or control of the Insured; 3. liability for damage to property rented to, occupied or used by or in the care, custody or control of the Insured to the extent the Insured is under contract to provide insurance therefore; HO-GTWY (8/07) Page 2 of 4 OR

4. Personal Injury or Property Damage with respect to which an Insured is also an Insured under a nuclear energy liability policy issued by Nuclear Energy Liability Property 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; 5. any act committed by or at the direction of the Insured with intent to cause Personal Injury or Property Damage, but this exclusion does not apply to Personal Injury or Property Damage resulting from an act committed for the purpose of preventing or eliminating danger in the operation of Automobiles, Watercraft or aircraft or for the purpose of protecting persons or property; 6. the ownership, maintenance, operation or use, including loading or unloading, of any aircraft, or motorcycle (except to the extent that insurance therefore is provided by an underlying policy); 7. the ownership, maintenance, operation or use, including loading or unloading, of any Watercraft owned by any Insured while away from premises owned by, rented to, or controlled by an Insured, unless; insurance therefore is provided by a required underlying policy, or notice is given to the Company within 30 days following the date of acquisition of any Watercraft and additional premium is charged; 8. Business pursuits or Business Property of an Insured; but this exclusion shall not apply to the ownership, maintenance or use, including loading or unloading, of any private passenger automobile; 9. the rendering of or failure to render professional services by the Insured or by any person for whose acts or omissions the Insured is legally responsible; 10. any act or omissions of the Insured as an officer or a member of the board of directors of any corporation or other organization, other than a corporation or organization, which is not formed for profit; 11. to the ownership, maintenance or use of any automobile, recreational vehicle, or watercraft while practicing for or participating in competitive racing; 12. Bodily Injury, Personal Injury or Property Damage to an Insured; 13. Or arising out of, aggravated by or resulting from fungi, wet or dry rot, or bacteria. This exclusion includes any liability imposed on the Insured by any government authority for any loss or damage caused by, arising out of, aggravated by or resulting from fungi, wet or dry rot, or bacteria. Persons Insured Under Personal Liability and Personal Excess Liability Insured means the person named in the Declaration of Coverage and also includes the spouse, or domestic partner if a resident of the same household. A relative who is the owner of an automobile, motorcycle or recreational vehicle on which separate required underlying insurance is maintained shall be deemed to be a Named Insured with respect to the insurance afforded by this section for automobiles, motorcycles or recreational vehicles. The unqualified word Insured means: 1. the Named Insured ; 2. any relative, except with respect to watercraft owned by the Named Insured or automobiles, motorcycles, or recreational vehicles on premises owned by, rented to or controlled by the Named Insured or the ways immediately adjoining the insurance with respect to any relative does not apply: a) to the use of any automobile, motorcycle, recreational vehicle or watercraft loaned to or hired for use by or on behalf of the Named Insured, unless under his/her actual operation, or if he/she is not the operator, the other actual use is within the scope of the permission granted by the Named Insured ; b) to the use of any non-owned automobile unless his/her actual use of such non-owned automobile is, or is reasonable believed to be, within the scope of the permission of the owner; 3. any other legal entity: a) who is an Insured within the definition of Insured, but only to the extent such entity is afforded insurance by the policy; or b) with respect to its liability because of acts or omissions of an Insured under paragraph 1 and 2 of this definition. None of the following is an Insured: 1. the owner or lessee of an automobile, watercraft or aircraft loaned to or hired for use by or on behalf of the Named Insured; 2. any person (other than the Named Insured ) using automobiles, motorcycles, recreational vehicles or watercraft while employed or otherwise engaged in the business of selling, repairing, maintaining, parking or storing automobiles, motorcycles, recreational vehicles or watercraft or docking or mooring watercraft, and any person or organization (other than the Named Insured ) with respect to his or its liability for the acts or omissions of any such person; 3. any person or organization (other than the Named Insured, his/her employee or a relative) with respect to the loading or unloading of automobiles, motorcycles, recreational vehicles or watercraft. The insurance afforded applies separately to each Insured against whom claim is made or suit is brought but the inclusion in this policy of more than one Insured shall not operate to increase the limit of the Company s liability. Meaning of Words and Terms Used in this Policy Automobile means a land motor vehicle, trailer or semi-trailer, including farm tractors, trailers, and implements, but does not include a recreational vehicle. Bodily Injury means bodily harm, sickness or disease, including required care, loss of services and death resulting there from. Business includes employment, occupation, or the conduct of any trade or profession. Business Property includes (a) property on which a business is conducted (b) property, or any portion thereof, rented to others, or held for such rental, except a part of a one or two family dwelling occupied by the Named Insured as a residence and (c) farms. Domestic Partner means an opposite or a same sex partner who has met all of the following requirements for at least 12 consecutive months: a. resides with the Insured b. shares financial assets and obligations with the Insured c. is not related by blood to the Insured to a degree of closeness that would prohibit a legal marriage d. is at least the age of consent in the state in which the Insured and Domestic Partner reside e. neither the Insured nor the Domestic Partner is married to anyone else, nor has any other Domestic Partner Fungi means any type or form of fungus, including but not limited to, all forms of mold or mildew, any mycotixins, spores, scents, vapors, gas, or substance, including any byproducts, produced or released by fungi. Motor Vehicle means: a. a motorized land vehicle designed for travel on public roads or subject to motor vehicle registration. A motorized land vehicle in dead storage or an insured location is not a motor vehicle; b. a trailer or semi-trailer designed for travel on public roads and subject to motor vehicle registration. A boat, camp home or utility trailer not being towed by or carried on a vehicle included in definition (a.) is not a motor vehicle. c. a motorized golf cart, snowmobile, or other motorized land vehicle owned by any Insured and designed for recreational use off public roads, while off an insured location. A motorized golf cart while used for golfing purposes is not a motor vehicle. Non-owned automobile means an automobile (1) not owned by the Named Insured or (2) not specifically described in underlying automobile insurance maintained by the Named Insured. Personal Injury includes, but is not limited to: a. disability, shock, mental anguish and mental injury; b. false arrest, false imprisonment, wrongful entry or eviction, wrongful detention, malicious prosecution or humiliation; and c. libel, slander, defamation of character or invasion of rights of privacy, sustained by any person. Premises means: a. the residence premises described in the Declarations; b. the part of any premises, other structures, and grounds, used by you as a residence and which is shown in the Declarations or which is acquired by you during the policy period for your use as a residence; c. any premises used by you in connection with the premises included in definition (a.) or (b.); HO-GTWY (8/07) Page 4 of 4

d. any part of a premises not owned by any Insured but where any Insured is temporarily residing; e. vacant land owned by or rented to any Insured other than a working farm; f. land owned by or rented to any Insured on which a one or two family dwelling is being constructed as a residence for any Insured; g. any part of a premises occasionally rented to any Insured for other than business purposes; h. individual or family cemetery plots or burial vaults of any Insured; i. the Named Insured s primary residence located in the Named Insured s country of origin. Property Damage means injury to, or a destruction of tangible property, including the loss of use thereof. Recreational vehicle means a golf cart, mini-bike, dune buggy, motor home, snowmobile or any other land motor vehicle or amphibious motor vehicle designed for recreational use off public roads unless such vehicle has been licensed for road use by a competent licensing authority. Residence Employee shall mean an employee of an Insured whose duties are incidental to the premises or who performs duties elsewhere of a similar nature and not associated with the conduct of an Insured s business. Temporary substitute automobile means an automobile not owned by the Named Insured while temporarily used as a substitute for an owned automobile when withdrawn from normal use because of its breakdown, repair, servicing, loss or destruction. Ultimate Net Loss means the sum actually paid or payable in cash in the settlement or satisfaction of losses for which the Insured is liable either by adjudication or compromise with the Company s written consent after making proper deduction for all recoveries and salvages collectible, but excludes all loss expenses and legal expenses (including attorney s fees, court costs and interest on any judgment or award) and all salaries of employees and office expenses of the Insured, of the Company or of any underlying insurer so incurred. Underlying coverage is the amount of insurance required before excess liability applies. Watercraft means: a. watercraft owned by an Insured if the watercraft has inboard-outboard motor power of more than 50 horsepower or is a sailing vessel (with or without auxiliary power) 26 feet or more in overall length; or b. any watercraft powered in whole or in part by any outboard motor or combination of outboard motors of more than 25 total horsepower and owned by any Insured. Throughout these policy sections you and your refer to the Named Insured shown in the Declarations and the spouse or domestic partner if a resident of the same house-hold, and we, us, our refer to the Company providing this insurance. GENERAL CONDITIONS Personal Liability and Excess Personal Liability PROCEDURES TO APPLY IN CASE OF A LOSS 1. Under the coverage Damage to Property of Others the Insured shall submit to the Company within 60 days after the loss, a sworn statement of loss and exhibit the damaged property, if within the Insured s control. 2. The insured shall not except at the Insured s own cost, voluntarily make any payment, assume any obligation or incur any expense other than for first aid to others at the time of the bodily injury. DUTIES OF AN INJURED PERSON The injured person or someone acting on behalf of the injured person shall: 1. give the Company written proof of claim, under oath if required, as soon as practical; 2. execute authorization to allow the Company to obtain copies of medical reports and records; and 3. the injured person shall submit to physical examination by a physician selected by the Company when and as often as we reasonably require. MEDICAL PAYMENTS FOR OTHERS The Company s total liability under medical payments to others for all medical expenses payable for Bodily Injury to one person as the result of one accident shall not exceed the limit of liability for such coverage as stated in the Declaration of Coverage. This insurance applies separately to each Insured. This condition shall not increase the Company s limit of liability for any one occurrence. LIMIT OF LIABILITY Regardless of the number of Insured s claims made or person injured, the Company s total liability under personal liability stated in this policy for all damages resulting from any one occurrence shall not exceed the limit of liability for such coverage as stated in the Declarations. All Bodily Injury, Personal Injury, and Property Damage resulting from any one accident or from continuous or repeated exposure to substantially the same general conditions shall be considered to be the result of one occurrence. SEVERABILITY OF INSURANCE The insurance afforded applies separately to each Insured against whom claim is made or suit is brought except with respect to this Company s limit of liability. NOTICE OF OCCURRENCE Upon the happening of an occurrence reasonably likely to include the Company under this section written notice shall be given as soon as practicable to the Company or to any of its authorized agents. Such notice shall contain particulars sufficient to identify the Insured and the fullest information obtained at the time. The Insured shall give like notice of any claim on account for such occurrence. If legal proceedings are begun in such a case, the Insured shall forward to the Company each paper therein, or a copy thereof, received by the Insured or the Insured s representative together with copies of reports of investigations with respect to such claim proceedings. ASSIGNMENT Assignment of interest under this policy shall not bind the Company until its consent is endorsed hereon. DEATH OF NAMED INSURED In the event of death of the Named Insured the definition of Insured is modified as follows: 1. The Named Insured shall mean: a. the spouse, or domestic partner if a resident of the household at the time of such death; and b. the legal representative but only with respect to the Premises and property of the deceased covered under this policy at the time of such death. 2. Insured shall also include: a. any member of the deceased s household who was covered under this policy at the time of such death, but only while a resident of the insured Premises; and b. with respect to the property of the Named Insured, the person having proper temporary custody thereof, but only until the appointment and qualification of the legal representative. LIBERALIZATION CLAUSE If within 45 days prior to the inception of this policy or during the term hereof, this Company adopts any revision of the forms or endorsements made part of this policy which would broaden coverage presently granted hereunder without additional premium charge, such broadened coverage will automatically apply to this policy. OTHER INSURANCE The Company shall not be liable for loss if, at the time of loss, there is any other insurance which would attach if this insurance had not been effected, except that this insurance shall apply only as excess and in no event as contributing insurance and then only after all other insurance has been exhausted. ASSISTANCE AND COOPERATION Except as provided in the supplementary payments clause the Company shall not be called upon to assume charge of the settlement or defense of any claim made or proceeding instituted against the Insured; but the Company shall have the right and opportunity to associate with the Insured in the defense and control of any claim or proceeding reasonably likely to involve it. In such event, the Company and the Insured shall cooperate fully. HO-GTWY (8/07) Page 4 of 4

APPEALS In the event the Insured, or the Insured s underlying coverage, elects not to appeal a judgment in excess of the underlying coverage, the Company may elect to do so at its own expense, and shall be liable for the taxable costs, disbursement and interest incidental thereof, but in no event shall the Company s liability for Ultimate Net Loss exceed $1,000,000 plus the taxable costs, disbursement and interest incidental to such appeal. ACTION AGAINST THE COMPANY No action shall lie against the Company with respect to any one occurrence 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 Ultimate Net Loss in excess of the underlying coverage shall have finally been determined either by judgment against the Insured after actual trial, or by written agreement of the Insured, the claimant and the Company. Any person or organization or the legal representative thereof who has secured such judgment or written agreement shall thereafter be entitled to recover under this policy to the insurance afforded by this policy. No person or organization shall have any right under this policy to join the Company as a party to any action against the Insured to determine the Insured s liability, nor shall the Company be impeded by the Insured or his legal representative. bankrupt or insolvent within the policy period, this policy, unless canceled, shall cover the Insured s legal representative for the unexpired portion of such period. GENERAL CONDITIONS Excess Personal Liability ULTIMATE NET LOSS PAYMENTS The Insured may pay the amount of the Ultimate Net Loss to the claimant to effect settlement, and upon submission of due proof thereof, the Company shall indemnify the Insured for that part of such payment which is in excess of the underlying coverage where permissible and, upon request of the Insured, the Company shall make such payment to the claimant on behalf of the Insured. When the Company has made such payment at the request of the Insured with respect to an occurrence not covered by any underlying policy, the Insured shall promptly reimburse the Company for the amount of the underlying coverage. This policy replaces and cancels all other policies, if any, issued to the Insured Person. CHANGES Notice to any agent or knowledge possessed by any agent or by any other person shall not effect a waiver or a change in any part of this policy or stop the Company from asserting any right under the terms of this policy; nor shall the terms of this policy be waived or changed, except by written endorsement issued to form a part of this policy, signed by a duly authorized representative of the Company. SUBROGATION If the Company shall make any payment or otherwise make good any loss applying under this policy, it shall be subrogated to all the Insured s rights of recovery against any other person or persons and the Insured shall complete, sign and deliver any documents necessary to secure such rights. The Insured shall not take any action following a loss to prejudice such rights of subrogation. CANCELLATION PROVISION A policy issued hereunder may be canceled by the Named Insured in such policy by surrender of the policy to the Company or by mailing to the Company written notice stating when thereafter such cancellation shall be effective. If the Named Insured cancels, earned premium shall be computed in accordance with the customary pro rata table and procedure. The policyholder and the Company shall have the privilege, by means of thirty (30) days prior written notice to the other, of discontinuing the issuance of any further policy hereunder. The exercise of this privilege by either the policy-holder or the Company shall not effect the validity of any policies issued prior to such notice nor shall it affect the validity of any policies issued subsequent to such notice where the related applications have been received by the Company prior to the mailing of such notice. In such event, this policy shall continue in force until the expiration of any and all such outstanding policies. At the end of such time, this policy shall be deemed terminated. POLICY PERIOD TERRITORY Subject to all of its other conditions, agreements, exclusions and limitations, coverage under this policy applies in respect of losses or occurrences taking place anywhere in the world during the period of insurance described in the Declaration of Coverage issued to the Named Insured. In a country where we are prevented by law from carrying out this agreement, we will pay any covered expense that is incurred with our written consent. Countries that the United States Department of State specifically prohibits United States Nationals to enter are excluded. TERMINATION OF FOREIGN ASSIGNMENT OR EMPLOYMENT When the foreign assignment (or employment) of an insured person terminates during a current period of insurance for which premium has been paid, coverage will continue until the normal expiration date of the Insured s policy if the insured continues to reside in an eligible location, and if the insured notifies the company of any change in location. BANKRUPTCY OR INSOLVENCY The signed Declaration of Coverage reflects the coverage selected and any endorsements attached hereto are an integral part of this policy. Bankruptcy or insolvency of the Insured shall not relieve the Company of any of its obligations hereunder. If, however, the Insured shall be adjudged HO-GTWY (8/07) Page 4 of 4