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UMR: B0713MED'IE1400116
RISK DETAILS
UNIQUE MARKET REFERENCE:
TYPE:
INSURED:
ADDRESS:
PERIOD:
INTEREST:
LIMIT OF INDEMNITY HEREUNDER:
PRIMARY POLICY: Insurer:
Limit of Liability: Retention:
FIRST EXCESS: Excess Insurer:
Limit of Liability:
SECOND EXCESS: Excess Insurer:
Limit of Liability:
TERRITORIAL LIMITS:
PROFESSIONAL BUSINESS PRACTICE:
B0713MEDIE1400116
Excess Multimedia and Technology Liability Insurance
Sony Pictures Entertainment Inc. and any subsidiaries as previously, currently and hereinafter constituted
10202 W. Washington Boulevard ClAver City CA 90232 USA
From: 31 August 2014 To: 31 August 2015 Both days at 12.01arn local standard time at the above address.
Excess Multitnedia and Technology Liability Insurance as more fully set out in the wording and attachments
USD 10,000,000 in the aggregate for the Pohcy Period in excess of:
USD 30,000,000 in the aggregate for the Pohcy Period as more fiilly detailed in the underlying insurance.
Iloyd's Syndicate 3624 Hiscox USD 10,000,000 single aggregate lin-iit including all costs and expenses USD 10,000,000 each and every claim, but USD 2,500,000 for any clairns arising out of the films "Casino Royale" or "Bond22/ Quantum of Solace", and USD 30,000,000 for any claims made by Marvel. This includes all costs and expenses.
Executive Risk Indemi-lity Inc. USD 10,000,000 in the agg-regate including costs and expenses
Greenwich Insurance Company USD 10,000,000 in the aggregate including costs and expenses
Worldwide
As more fully disclosed in the Submission
UMR: B0713MEDTE1400116
RETROACTIVE
DATE:
As per Primary Policy
CONDITIONS:Wording: SPE Excess Wording, as attached.
Clauses:
1. NMA 1256 Nuclear Incident Exclusion Clause — I-iabihty —
Direct (Broad) (U.S.A.), as attached
2. NNIA 1477 — Radioactive Contanu' nation Exclusion Clause —
Liabihty — Direct (U.S.A.), as attached
3. NMA 1168 Small addidonal or Return Pren-dums Clause
(USA), as attached
4. War Exclusion Endorsement, as attached
5. LSW 585 — 45 Day Premium Payment Warranty, as attached.
6. Endorsement 1 - Changes in Underlying Policy, as attached
7. Endorsement 2 — Amendments to Section 11 Lin-i-its of
Liability, as attached
Where any reference is made to certificate or pohcy the same shall be
deemed to mean contract of insurance, other than any reference to
"certificates" as part of a definition of documents.
Where any reference is made to Assured the same shall be deemed to read
Insured
Where any reference is inade to Underwriters the same shall be deemed to
read Insurers
NOTICE OF CLAIM
TO: Ehzabeth O'ConneU
Aspen Managing Agency Ltd
30 Fenchurch Street
London EC3M 3BD
UK
techc.l.all-n.sk'Fi)a ,;peti-.tnstir.atice.com Y,
Via
Adam Srriith
Lockton Companies LLP
The St Botolph Building
138 Houndsditch
London EC3A 7AG
UK
,idan-i.sn-iit.h(d^uk.lockton.com
CLAIMS
REPORTING
THRESHOLD: Per reporting requirements of Hiscox primary policy: If the Insured's
General Counsel or litigation manager concludes, after reasonably
reviewing the merits of a pardcular daim, that the cost of resolving a
dairn, inclusive of aU defence costs likely to be incurred, is not reasonably
likely to exceed USD5,000,000, then such claim may be notified to
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NOTICE OF ELECTION:
CHOICE OF LAW AND JURISDICTION (DISPUTES CILAUSE):
UMR: B0713MEDTE1400116
Underwriters on a serni-annual bordereau. If likely to exceed USD5,000,000, repordng is requi-red to Underwriters of this pohcy.
Lockton Companies, LLC 1185 Avenue of the Americas Suite 2010 NewYork NY 10036 USA
Subject always to any arbitration or disputes resolution provisions as may be contained in the primary wording or its attachments, this insurance shaU be governed by and construed in accordance vAth the law named below and each party agrees to subtnit to the exclusive jurisdicdon of the courts named below:
Choice of Law: Califorriia as per the policy wording
Courts of jurisdiction: Uriited States of America as per the pohcy wording
Service of Suit: Mendes and Mount LLP 445 South Figueroa Street Los Angeles CA 90071 USA
PREMIUM: USD 185,000
Reporting and payment of US Federal Excise Tax in relation to this (re)insurance is the responsibility of each individual (re)insurer where FET is due for their share.
PREMIUM PAYMENT TERMS:
TAXES PAYABLE BY INSURED AND ADMINISTERED BY UNDERWRITERS:
LSW 585 - 45 Days Premium Payment Warranty
Any amendment to the Pren-iium Payment Condition/Warranty to be agteed by Slip Leader oilly
None
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UMR: 130713MEDTE1400116
INSURER CONTRACT DOCUMENTATION: This contract document details the contract terms entered into by the
insurer(s) and constitutes the contract document.
Any further documentation changing this contract, agreed in accordance with the contract change provisions set out in tEs contract, shaU fo-tm the evidence of such change.
This contract is subject to US state surplus lines reqiilrements. It is the responsibiliry of the surplus lines broker to affix a surplus lines nodce to the contract document before it is provided to the insured. In the event that the surplus lines notice is not affixed to the contract document the insured should contact the surplus Enes broker.
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UMR: B0713MED'IEI400116
INFORMATION
The following information was provided to insurer(s) to support the assessment of the risk at the time of underwriting:
EXPIRING POLICY/RISK NUMBER: 130713MEDTE1300116
INFORMATION SEEN BY INSURERS: Underwriting submission on file including renewal
applicadon, signed and dated 14 August 2014, and muldple attachments, including endties /subsidiaries, clearance procedures, SPE network subscriber list, and other exhibits sent to underwriter by email on 21 July 2014 Claims update from SPE dated 04 August 2014 Details of Larry Mardndale complaint sent to underwriter by email on 08 August 2014
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UMR: 130713MEDTE1400116
SECURITY DETAILS
INSURERS' (RE)INSURERS LIABILITY CLAUSE LIABILITY:
(Re)insurer's liability several and not joint
The hability of a (re)insurer under this contract is several and not j'olnt with other
(re)insurers party to this contract. A (re)insurer is liable only for the proportion of
hability it has underwritten. A (re)insurer is not jointly hable for the proportion of
habflity underwritten by any other (re)insurer. Nor is a (re)insurer otherwise responsible
for any hability of any other (re)insurer that may underwrite this contract.
The propordon of hability under this contract underwritten by a (re)insurer (or, in the
case of a Lloyd's syndicate, the total of the proportions underwritten by aU the members
of the syndicate taken together) is shown next to its stamp. This is subject always to the
provision concerrLing "sigDing" below.
In the case of a Lloyd's syndicate, each member of the syndicate (rather than the
syndicate itsel^ is a (re)insurer. Each member has underwritten a proportion of the total
shown for the syndicate (that total itself being the total of the propordons underwritten
by all the members of the syndicate taken together), The liabffity of each member of the
syndicate is several and not joint with other mernbers. A member is hable only for that
member's proportion. A member is not jointly liable for any other member's proportion.
Nor is any member otherwise responsible for any liability of any other (re)insurer that
may underwrite under this contract. The business address of each member is Lloyd's,
One Lirne Street, London, EC3M 7HA. The identity of each member of a Lloyd's
syndicate and their respective propordon may be obtained by writing to Market Services,
Lloyd's, at the above address.
Proportion of liability
Unless there is "signing" (see below), the propordon of liability under this contract
underwritten by each (re)insurer (or, in the case of a Lloyd's syndicate, the total of the
proportions underwritten by a-U the members of the syndicate taken together) is shown
next to its stamp and is referted to as its "written line".
Where this contract perniits, written lines, or certain written lines, may be adjusted
("signed"). In that case, a schedule is to be appended to this contract to show the
definidve propordon of hability under tEs contract underwritten by each (re)insurer (or,
in the case of a Lloyd's syndicate, the total of the proportions underwritten by aU the
members of the syndicate taken together). A defirLidve proportion (or, in the case of a
Lloyd's syndicate, the total of the proportions underwritten by aU the members of a
Lloyd's syndicate taken together) is referred to as a "signed line". The signed hnes shown
in the schedule wiU prevail over the written lines urdess a proven error in calculation has
occurred.
Although reference is made at various points in this clause to "this contract" in the
singular, where the circumstances so require this should be read as a reference to
contracts in the plural.
LMA3333 21 June 2007
UMR: 130713MEME1400116
ORDER HEREON:
BASIS OF WRITTEN LINES:
BASIS OF SIGNED LINES:
SIGNING PROVISIONS:
100% of 100% (USD 10,000,000)
Percentage of Whole (USD 10,000,000)
Percentage of Whole (USD 10,000,000)
In the event that the written hnes hereon exceed 100% of the order, any hnes written "to stand" will be allocated in fiffl and aU other hnes vU be signed down in equal proportions so that the aggregate signed lines are equal to 100% of the order without further agreement of any of the insurers.
However;
(a) in the event that the placement of the order is not completed by the cotnmencernent date of the period of insurance then all lines written by that date will be signed in full;
(b) the insured may elect for the disproportionate signing of insurers' lines, without further specific agreement of insurers, providing that any such variation is made p-tior to the commenccmcnt date of the period of insurance, and that lines written "to stand" may not be varied without the documented agreement of thosc insurers;
(c) the signed Rnes resuldng from the apphcation of the above provisions can be varied, before or after the commencement date of the period of insurance, by the documented agreement of the insured and all insurers whose hnes are to be varied. The vatiadon to the contracts will take effect only when all such insurers have agreed, with the resuldng va-riation in signed hnes conimencing from the date set out in that agreement.
LINE CONDITIONS: None
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OC, I"
SIGNED LINE:
WRITTEN LINE:
4f
UMR: 130713MED'YE1400116
In a co-insurance placement, foUowing (re)insurers may, but are not obhgated to, fo-Uow the prernium charged by the lead (re)insurer.
(Re)insurers may not seek to guarantee for themselves terms as favourable as those to which others subsequently acllieve during the placement.
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UMR: B0713MED'IE1400116
EXCESS LIABILITY INSURANCE POLICY DECLARATIONS
THIS IS A CLAIMS-MADE AND REPORTED EXCESS LIABILITY INSURANCE POLICY. PLEASE READ CAREFULLY.
POLICY NUMBER: B0713MEDTE1400116
1. NAMED ASSURED:
Sony Pictures Entertainment, Inc. and any subsidiaries as previously, currendy and hereinafter constituted
ADDRESS:
10202 W. Wasl-iington Boulevard Culver City CA 90232 USA
2. COVERAGES PROVIDED: Excess Multimedia and Technology Liabihty Insurance
3. FOLLOWED POLICY
Primary Insurer: Lloyd's Syndicate 3624 Hiscox Lirnit of Liability: USD 10,000,000 single aggregate hrnit including all costs and expenses
Retention: USD 10,000,000 each claim but USD 2,500,000 for any claim arising out of the films 'Casino Royale' or 'Bond 22/Quantum of Solace', and $30,000,000 for any claitns made by Marvel. This includes all costs and expenses,
4. PERIOD OF INSURANCE:
FROM: 31 August 2014 TO: 31 August 2015
Both Days at 12.01 AM Local Standard Time at the Address shown in Item 1 above
5. LIMIT OF LIABILITY:
(a) USD 10,000,000 each claim, including costs and expenses incurred in the defense of settlement of such claim
(b) USD 10,000,000 Aggregate for the Period of Insurance, including costs and expenses incurred in the defense or setdement of all claims
in Excess of USD 30,000,000 in the aggregate for the Period of Insurance
6. PREMIUM:
USD 185,000
Page 92s
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UMR: 130713MEDT-E1400116
7. NOTICE TO INSURER
NOTICE OF CLAIM TO:
Elizabeth O'Connell Aspen Managing Agency Ltd 30 Fenchurch Street London EC3M 3BD United K-ingdorn tecliclaims@aspen insurance,com
Via
Adam Srnith Lockton Compailies LLP The St Botolph Building 138 Houndsditch London EC3A 7AG Uriited Kingdom ad,,i.m.s.ni.itli.(il),tik,lockto.r.i.coi.-.n
8. SERVICE OF SUIT:
Mendes and Mount LLP 445 South Figueroa Street Los Angeles CA 90071
9. SCHEDULE OF UNDERLYING POLICIES:
FIRST EXCESS: Excess Insurer:
Limit of Liability:
SECOND EXCESS: Excess Insurer:
Lirnit of Liability:
Execudve Risk Indemin'ty Inc. USD 10,000,000 in the aggregate inclu(:fing costs and expenses
GreenvAch Insurance Company USD 10,000,000 in the aggregate including costs and expenses
Page 11
UMR: B0713MED IE1400116
FORMS AND ENDORSEMENTS ATTACHING:
Wording: SPE Excess Wording, as attached.
Clauses:1. NNIA 1256 Nudear Incident Exclusion Clause — Liability — Direct (Broad) (U.S.A.), as
attached 2. NMA 1477 — Radioactive Contatnination Exclusion Clause — Idability — Direct (U.S.A.),
as attached 3. NMA 1168 Smafl additional or Return Pren-iiums Clause (USA), as attached 4. War Exclusion Endorsement, as attached 5. LSW 585 — 45 Day Premium Payrnent Warranty, as attached. 6. Endorsement 1 - Changes in Underlying Policy, as attached 7. Endorsement 2 — Amendments to Secdon 11 Limits of Liabihty, as attached
UMR: l30713MEDTE1400116
SPE EXCESS LIABILITY INSURANCE POLICY
INSURING CLAUSE
In consideration of the payment of the prernium and in reliance upon aE statements made in
the application including the information furnished in connection therewith, and subject to aU
terms, definidons, conditions, exclusions and Eniitations of this policy, the Insurer agrees to
provide insurance coverage to the Insureds in accordance with the terms, defim'tions,
conditions, exclusions and lin-iitations of the FoUowed Policy, except as otherwise provided
herein.
II. LIMIT OF LIABILITY
A. It is expressly agreed that hability for any covered Loss shall attach to the insurer only
after the insurers of the Underlying Pohcles shaU have paid, in the apphcable legal
currency, the full amount of the Underlying Lirnit and the Insureds shall have paid the
full amount of the uninsured retendon, if any, applicable to the primary Underlying
Pohcy. The Insurer shaU then be liable to pay only covered Loss in excess of such
Undetlying Ldn-iit up to its Aggregate Limit of Liability as set forth in Item 5 of the
Declarations, which shall be the maxiinum aggregate liability of the Insurer under this
policy with respect to aU Loss on account of all Claims in the Policy Period irrespective
of the time of payment by the Insurer.
B. In the event and only in the event of the reduction or exhaustion of the Underlying
Limit by reason of the insurers of the Underlying Policies paying, in the applicable legal
currency, Loss otherwise covered hereunder, then tllis policy shaU, subject to the
Aggregate Lin-jit of Idability set forth in Item 5 of the Declaradons: (i) in the event of
reduction, pay excess of the reduced Underlying Limit, and (H) in the event of
exhaustion, continue in force as pritnary insurance; provided always that in the latter
event tljis pohcy shall ordy pay excess of the retention applicable to the exhausted
primary Underlying Policy, which retention shall be apphed to any subsequent Loss in
the same manner as specified in such ptimary Underlying Policy.
C. Notwithstanding any of the terms of this pohcy which might be construed otherwise,
this pohcy shaU drop down orLly in the event of reduction or exhaustion of the
Underlying Lirrjit and sha-U not drop down for any other reason including, but not
lirnited to, uncollectibihty (in whole or in part) of any Underlying Linn'ts. The risk of
uncoUectibility of such Underlying Lin-Lits (in whole or in part) whether because of
financial impairment or insolvency of an underlying insurer or for any other reason, is
expressly retained by the Insureds and is not in any way or under any circumstances
insured or assumed by the Insurer.
III. DEFINITIONS
A. The terms "Claim" and "Loss" have the same meam'ngs in this policy as are attributed
to them in the FoHowed Policy. The terms "Insurer", "FoUowed Policy", "Underlying
Policies", "Policy Period" and "Aggregate Litnit of Liability" have the meanings
attributed to them in the Declarations.
B. The term "Insuteds" means those individuals and enddes insured by the Followed
Pohcy.
C. The term "Pohcy Period" means the period set forth in Item 4 of the Declarations,
subject to prior terrriination.
2--s 0^i (4-
UMR: B0713MED'IE1400116
D. The term "Underlying Litiiit" means an amount equal to the aggregate of all limits of habihty as set forth in Item 8 of the Declaradons for all Underlying Pohcies, plus the uninsured retendon, if any, applicable to the Underlying Pohcy.
IV. UNDERLYING INSURANCE
A. This policy is subject to the same representations as are contained in the Applicadon for any Underlying Policy and the same terms, definitions, conditions, exclusions and finiitadons (except as regards the prernium, the Hniits of hability, the policy period and except as otherwise provided herein) as are contained in or as may be added to the Followed Pohcy and, to the extent coverage is further lin--tited or restricted thereby, to any other Underlying Policies. In no event shaU this pohcy grant broader coverage than would be provided by any of the Underlying Policies.
B. It is a condition of this policy that the Underlying Policies shaU be maintained in full cffect vAth solvent insurers during the Policy Period except for any reduction or exhaustion of the aggregate hniits contained therein by reason of Loss paid thereunder (as provided for in Section Il (B) above). If the Underlying Policies are not so maintained, the Insurer shall not be liable under this pohcy to a greater extent than it would have been had such Underlying Pohcies been so maintained.
C. If during the Policy Period or any Discovery Period the terms, condidons, exclusions or Hmitadons of the Followed Policy are changed in any manner, the Insureds shall as a condidon precedent to their rights to coverage under this policy give to the Insurer written nodce of the ftffl pardculars thereof as soon as pracdcable but in no event later than 30 days follovAng the effective date of such change. This pohcy shall become subject to any such changes upon the effective date of the changes in the FoUowed Policy, provided that the Insureds shall pay any additional pren-iium reasonably required by the Insurer for such changes.
D. As a condition precedent to their rights under this pohcy, the Insureds shall give to the Insurer as soon as practicable written notice and the full particulars of (i) the exhaustion of the aggregate hn-iit of hability of any Underlying Pohcy, (ii) any Underlying Pohcy not being maintained in full effect during the Policy Period, or (iii) an insurer of any Underlying Pohcy becon-dng subject to a receivership, liquidation, dissolution, rehabilitadon or similar proceeding or being taken over by any regulatory authority.
V. GENERAL CONDITIONS
A. Discovery Period Premium: If the Insureds elect a discovery period or extended reporting period ("Discoveiy Period") as set forth in the FoUowed Pohcy fonowing the cancelladon or non-renewal of this policy, the Insureds shall pay to the Insurer the addidonal premium set forth in Item 6 of the Declaradons.
B. Application of Recoveries: All recoveries or payments recovered or received subsequent to a Loss setdement under this policy shall be applied as if recovered or received prior to such setdement and all necessary adjustrnents shaU then be made between the Insureds and the Insurer, provided always that the foregoing shall not affect the time when Loss under this policy shall be payable.
C. Notice: All notices under this pohcy shall be given as provided in the Followed Policy and shall be properly addressed to the appropriate party at the respecdve address as shown in the Declarations.
Page 13
UMR: B0713MEDTE1400116
D. Cooperadon: The Insureds shaU give the Insurer such information and cooperation as it may reasonably reqliire.
E. Claim Participation: The Insurer shall have the right, but not the duty, and shaU be given the opportunity to effectively associate with the Insureds in the investigadon, settlement or defense of any Claitn even if the Underlying Litnit has not been exhausted.
F. Changes and Assignment: Notice to or knowledge possessed by any person shall not effect waiver or change in any part of this policy or stop the Insurer from asserting any right under the terms of this policy. The terms, definitions, conditions, exclusions, and lirrLitations of this pohcy shall not be waived or changed, and no assignment of any interest under this policy shall bind the Insurer, except as provided by endorsement issued to form a part hereof, signed by the Insurer or its authorized representative.
G. Headings: The descriptions in the headings and sub-heaciings of this policy are insetted solely for conveiiience and do not constitute any part of the terms or conditions hereof
UMR: B0713MED 1'E1400116
NUCLEAR INCIDENT EXCLUSION CLAUSE-LIABILITY-DIRECT (BROAD) (U.S.A.)
For attachment to insurances of the foUowing classifications in the U.S.A., its Territories and Possessions, Puerto Rico and the Canal Zone:
Owners, Landlords and Tenants Liability, Contractual Liability, Elevator Lability, Owners or Contractors (including raflroad) Protective Liability, Manufacturers and Contractors Idability, Product Uabihty, Professional and Malpracdce Liabihty, Storekeepers Liabihty, Garage Liability, Automobile Labihty (including Massachusetts Motor Vehicle or Garage Liability),
not being insurances of the classifications to which the Nuclear Incident Exclusion Claus e-Lability-Direct (Linlited) applies.
This Policy* does not apply:
1. Under any Liability Coverage, to injury, sickness, disease, death or destruction:
(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 Associadon, Mutual Aton-jic Energy Liability Underwtiters or Nuclear Insurance Associadon of Canada, or would be an insured under any such pohcy but for its termination upon exhausdon of its limit of hability; or
(b) resulting from the hazardous properties of nuclear material and with respect to which (1) any person or orgailization is requi-red to maintain financial protection pursuant to the Aton-iic Energy Act of 1954, or any law amendatory thereof, or (2) the insured is, or had this Policy not been issued wotild be, entided 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.
H. Under any Medical Payments Coverage, or under any Supplementary Payinents Provision relating to immediate medical or surgical relief, to expenses incurred with respect to bodily injury, sickness, disease or death resulting from the hazardous properdes of nuclear material and arising out of the operation of a nuclear facility by any person or organization.
111. Under any Liabihty Coverage, to injury, sickness, disease, death or destrucdon resulting from the hazardous properties of nuclear material, if-.
(a) the nuclear material (1) is at any nuclear facihty 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 titne possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an insured; or
(c) the injury, sickness, disease, death or destrucdon arises out of the furriishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any nudear facility, but if such facility is located within the United States of America, its territories or possessions of Canada, this exclusion (c) applies orAy to injury to or destruction of property at such nuclear facihty.
UMR: B0713MED IE1400116
IV. As used in this endorsement:
"hazardous properties" include radioactive, toxic or explosive properties; "nudear material" means source material, special nuclear material or by-product material; "source material", li 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, solid or liquid, which has been used or exposed to racliation in a nudear reactor; "waste" means any waste mate-tial (1) containing by-product material and (2) resulting from the operation by any person or organization of any nuclear facility included within the defiriition of nuclear facility under paragraph (a) ot (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) han(iling, 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 prerrdses where such eqtdpment 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, prermses or place prepared or used for the storage or disposal of waste,
and includes the site on which any of the foregoing is located, au operations conducted on such site and aU prerriises used for such operadons; "nudeat 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 radioacdve contaminadon of property.
It is understood and agreed that, except as specificaUy provided iri the foregoing to the contrary, this clause is subject to the terms, exclusions, condidons and limitations of the Policy to which it is attached.
* NO'IE: As respects policies which afford liability coverages and other forms of coverage in addidon, the words underlined shoiAd be amended to designate the liability coverage to which this clause is to apply.
17/3/60 NMAl256
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UMR: 130713MEDTE1400116
RADIOACTIVE CONTAMINATION EXCLUSION CLAUSE-LIABILITY-DIRECT (U.S.A.)
For attachment (in addition to the appropriate Nuclear Incident Exclusion Claus c-Lability-Direct) to liability insurances affording worldwide coverage.
In reladon to hability 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 direcdy or indirecdy caused by or contributed to by or arising from ionising radiadons or contan-iinadon by radioactivity from any nuclear fuel or from any nuclear waste from the combusdon of nuclear fuel.
13/2/64 NMA1477
UMR: B0713MED'FE1400116
SMALL ADDITIONAL OR RETURN PREMIUMS CLAUSE (U.S.A.)
NOWITHSTANDING anything to the contrary contained herein and in consideradon of the premium for which this Insurance is written, it is understood and agreed that whenever an addidonal or return premium of $2 or less becomes due from or to the Assured on account of the adjustment of a deposit pretriium, or of an aheradon in coverage or rate during the term or for any other reason, the collection of such prenu'um from the Assured -,A/U be waived or the return of such prernium to the Assured wiU not be made, as the case may be.
NMA1168
UMR: B0713MEDTE1400116
WAR EXCLUSION ENDORSEMENT
Notwithstanding any provision to the contrary witl-iin tl-iis insurance or any endorsement thereto it is agreed that this insurance excludes loss, damage, cost or expense of whatsoever nature direcdy or indirecdy caused by, resulting from or in connection with any of the following regardless of any other cause or event contributing concurrendy or in any other sequence to the loss;
1. war, invasion, acts of foreign enernies, hostilities or warlike operadons (whether war be dedated or not), civil war, rebelhon, revolution, insurrection, civil commotion assuming the proportions of or amoundng to an uprising, military or usurped power
This endorsement also excludes loss, damage, cost or expense of whatsoever nature di-recdy or indirecdy caused by, restildng from or in connection with any action taken in controuing, preventing, suppressing or in any way relating to 1.
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 pordon of this endorsement is found to be invalid or unenforceable, the remainder shall remain in fill] force and effect.
UMR: B0713MED'IE1400116
PREMIUM PAYMENT WARRANTY
IT IS HEREBY WARRANTED that all pretnium due to Underwriters under this Policy is paid vAthin 45 days from Inception.
Non-receipt by Underwriters of such prer-nium by rnidnight (local standard time) on the prei'mium due date shall render tl-iis policy void with effect from Inception.
LSW 585
Page 21
UMR: B0713MED I'El 400116
Endorsement 1 — Changes in Underlying Policy
In consideradon of the premium paid, Secdon IV, Underlying Insurance, subsection C is amended by adding the follovAng:
If the terms, defirLidons, conditions, exclusion or Enitations of the Underlying Pohcies are changed in any manner during the Pohcy Period of this policy, or differ in any respect from the binders for such Underlying Policies:
1. It is a condition precedent to covcragc under this policy that the Insureds give to the Insurers written nodcc as soon as pracdcable of the fiill pardcLilars thereof If such written nodce is not provided, such changes shall not apply to fl-jis Policy.
2. If such written notice is provided, such changes shall apply to this pohcy upon the effective date of the changes to the Underlying Pohcy(ies) only if the Insureds pay any reasonable additional pretnium if reqiiired by the Insurer.
All other terms and condidons remain unchanged.
UMR: 130713MEME1400116
Endorsement 2 — Amendment to Section Il Limits of Liabihty
It is agreed that his Policy is amended as follows:
A. The first sentence of Section 11, Lin-iit of Labihty, subsection A, is deleted in its entirety and the follo-wing is inserted:
It is expressly agreed that habihty for any covered Loss shau attach to the Insurer only after:
1 the insurer(s) of the Underlying Policies; or
2. the Insureds; (a) pursuant to an agreement vn'th the insuret(s) of the Underlying Policies; or (b) because of the financial insolvency of the insurer(s) of the Underlying Pohcies;
Shall have paid, in the applicable legal currency, the full amount of the Underlying Lirnit and the Insureds shall have paid the fuU amount of the uninsured retention, if any, applicable to the primary Underlying Pohcy. Nothing in this subsecdon shall preclude the Insurer of this Pohcy ftom considering any of the other terms, condidons, limitation and exclusions of this Pohcy. Any payments by the Insureds shaU be subjected to the same terms and conditions for any such payments by the insurer(s) of the Underlying Policies. Any such payments by the Insureds in any Claim shaU not be recognized as reducing or exhausdng the Underlying Lirnits for any other Claim.
B. Section 11 Lirnit of Liability, subsection B, is deleted in its entirety and the foUowing is inserted:
In the event and only in the event of the reduction or exhausdon of the Underlying Lin-iit by reason of the insurer(s) of the Underlying Policy paying, or the Insureds, pursuant to subsecdon A above, paying, in the applicable legal currency, Loss otherwise covered hereunder, then this Policy shall, subject to the Aggregate Litnit of Liability set forth in item 5 of the Dedaradons: (i) in the event of reduction, pay excess of the reduced Underlying Litnit, and (ii) in the event of exhausdon, continue in force as primary insurance; provided always that in the latter event this Pohcy shall only pay excess of the retention applicable to the exhausted primary Underlying Pohcy, which retention shaU be applied to any subsequent Loss in the same manner as specified in such primary Underlying Pohcy. Nothing in this subsection shall preclude the insurer of this Policy from considering any of the other terms, conditions, En-iitations and exclusions of this Policy, the Followed Policy, or any Underlying Policy, in detern-i-ining whether any Loss is covered under this Policy. Any payrnents by the Insureds shall be subject to the same terms and conditions for any such payments by the insurer(s) of the Underlying Policies. Any such payments by the Insureds in any Clairn shall not be recogi-lized as reducing or exhausting the Underlying Litnits of any other Claim.
C. Section IV, Underlying Insurance, is amended by adding the following subsection:
Notwithstanding anything in this Policy to the contrary, in the event any insurer of an Underlying Policy reaches an agteement with the Insureds for such insurer to pay covered Loss in an amount less than such insurer's En-iit of liability, the Insurer of this Policy shall not be hable for any greater percentage of Loss under this Pohcy than such insurer of such Underlying Policy is hable for, subject to the Aggregate Limit of Liability set forth in the Declaradons and the remaining terrns and conditions of this Policy. The Insureds agree to provide to the Insurer of this Policy a copy of such agreement. The Insurer of this Pohcy
Page 22
Page 23 ^5
UMR: 130713MEDTE1400116
shaU recogiiize payment by the Insureds pursuant to an agreement between the Insured and
the insurer(s) of the Underlying Policies only if such agreement is lin--tited to issues of
coverage under such Underlying Pohcies, and no other coverage issues, pren-.Lium amounts,
terms or condidons of any other policy.
All other terms and conditions remain unchanged.
UMR: B0713NIEL)TE1400116
SUBSCRIPTION AGREEMENT
SLIP LEADER: Lloyd's Syndicate Aspen 4711
BUREAU LEADER: N/A (if different from above)
BASIS OF AGREEMENT TO CONTRACT CHANGES: ALL INSURERS
BASIS OF CLAIMS AGREEMENT
Claims to be managed in accordance with the Lloyd's Claims Scheme (Combined) or as amended or any successor hereto.
IUA Contractual Condition to apply in respect of class circulations to IUA follow market.
CLMMS AGREEMENT PARTIES
Claims to be agreed by the Slip Leader and:
1. For Lloyds syndicates: The leading Uoyd's syndicates and, where required by the apphcable Iloyd's Clairns Scheme, the second Lloyds syndicate and/or the Scheme Service Provider.
Ii. the first company in the event that the Slip Leader is a I-loyd's Syndicate 111. all non-bureau insurers each for their own proportion.
Unless there is an overriding Claims Handling agreement, which shall take precedcnce.
CLAIMS ADMINISTRATION:
Lockton Companies LLP wiU advise Pri-tnary Insurers and Excess Layers Insurers of all notifications as soon as pracdcable. Excess Layer Insurers wiU receive no further informadon unless the reserve on the irnmediate underlying layer exceeds 50% of the Limit of Indemnity, or unless specifically requested by Insurers.
The Insured is still under a contractual duty to notify Insurers in accordance with the Primary terms and conditions.
Lockton Compariies LLP to enter clairn advices into CIASS. All company market bureau insurers to use CLASS for claims agteement.
Where appropriate, Lockton Companies LLP and insurers agreed that any claims hereunder (induding claims related costs/fees) wiU be nodfied and adrninistered via ECF vAth any payment(s) processed via CLASS, unless both parties ag -tee to do otherwise.
RULES AND EXTENT OF ANY OTHER DELEGATED CLAIMS AUTHORITY:
None
Page 259-5
11 I q-
UMR: B0713MED'IE1400116
EXPERT(S) FEES COLLECTION:
In respect of Claims related Expert(s) Fees:
Xchanging "Expert Fees Service" or any other coHecting agent to be service provider for aU slip
security including overseas.
In respect of all other Expert(s) Fees:
Broker to coUect fees and a fee may be negodated accordingly by the broker for this service.
Where the broker collects any expert fees the following to apply in aH cases:
The following slip terms covering treatment of money shan NOT apply to any Lloyd's
Managing Agent who have all agreed specific Terms of Business with Lockton Companies
LLP ("LCIL"). These terms shall ONLY apply to Insurance companies or Underwriting
Agents ('Underwriters') who do NOT have a current Terms of business or letter agreement
in place with LCIL, as follows:
Where LCIL holds claims adjustment, legal, survey or other expert fee monies that it receives from
Underwriters for onward payment, the Broker will hold such fee monies as the agent of
Underwriters and not the client, It is a reqiiii-ement of English law (as specified in the FCA Client
Assets Sourcebook 'CASS') that Risk Transfer shall apply and that Underwriters shaU hereby agree
and consent to "the Broker co-tliingling such expert fee monies in its chent non-statutory trust
account and that Underwriters rights to such moriies shaU be subordinated to those of the Brokers
other chents".
SETTLEMENT
DUE DATE:14 October 2014
INSTALMENTDate(s) due to Insurers
PREMIUM PERIOD
OF CREDIT:Not Applicable
Amount(s)
ADJUSTMENT
PREMIUM PERIOD
OF CREDIT:
Not Apphcable
BUREAU ARRANGEMENTS:
Wordings to be agreed by Slip Leader (if Lloyd's) or by Shp Leader (if non-Lloyd's) plus Leading
Lloyd's Syndicate
Where this shp is led by an Insurance Company, and XIS are to sign a Lloyd's Policy, the Iloyd's
Insurers subscribing to this contract authorise LPSO to sign a Coinsurance Policy NNIA 2074
Delinked accounts to be presented by Broker to XIS.
Where Settlement Due Date (SDD), Prerriium Payment Condition (PPC) or Prernium Payment
Warranty (PPW) due date falls on a weekend or bank holiday, presentadon to LPSO/XIS or
Insurer(s) hereon as applicable on the next working day will be deemed comphant with the SDD,
PPC or PPW. Wherc-tht-PPEOPW is__later_.,than-the--SDD, the SDD-is--a-utomaticall-y-dee^rned--
updated-to-b-(--^m^--^the-P-P-C-/PPW -
UMR: B0713MEDTE1400116
Insurer(s) agree to accept/setdc accounts at rate of exchange declared by Lockton Companies LLP.
Insurer(s) to sign any deferred prerrai um instalments as Additional Premium(s); however any annual instalinents to be allocated to the respective year of account.
NON BUREAU ARRANGEMENTS
Wordings to be agreed by Slip Leader
Where Setdement Due Date (SDD), Premii um Payment Condidon (PPC) or Pren-iiurn Payment Warranty (PPW) due date falls on a weekend or bank holiday, presentadon to LPSC)/XlS or Insurer(s) hereon as applicable on the next working day -,-vU be deemed comphantV.7ith the SDD, PPC or PPW. Where the PPC/PPW is later than the SDD, the SDD is automadcally deemed updated to be the same as the PPC/PPW.
Insurer(s) agree to accept/settle accounts at rate of exchange dedared by Lockton Companies LLP
No Policy wiU be issued unless otherwise agreed in "INSURER CONTRACT DOCUMENTATION".
Page 27
UMR: 130713MEDTE1400116
FISCAL AND REGUIATORY
TAX PAYABLE BY INSURER(S): None
COUNTRYOF ORIGIN:
OVERSEAS BROKER:
SURPLUSLINES BROKER:
STATE OF FILING:
US CIASSIFICATION: (Must be completed if risk in USD)
ALLOCATION OF PREMIUM TO CODING: E8 — 100%
ALLOCATION OF PREMIUM TO YEAR OFACCOUNT: Not Apphcable
applicable where period exceeds 18 months)
REGULATORY CLIENT CLASSIFICATION: LARGE RISK
RISK CLASSIFICATION: LC outside EEA
United States of America
Lockton Companies, LLC 1185 Avenue of the Americas, Suite 2010 New York NY 10036 - 2601 USA
Lockton Compariies, LLC 444 W. 47 h Street Suite 900 Kansas City MO 64112 USA
License Number: OF15767
California
US Surplus Lines
UMR: B0713MED'-UE1400116
BROKER REMUNERATION
FEE PAYABLE BY CLIENT?: No
TOTAL BROKERAGE: 12.5%
OTHER DEDUCTIONS FROM PREMIUM: None
