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Real Estate Agents Professional Liability Insurance Policy

LSM-REA-RPG Sch001 Ed. 11/17 1 2

LIBERTY SPECIALTY MARKETS

MASTER POLICY DECLARATION

NOTICE:

THIS MASTER POLICY IS A CLAIMS MADE AND REPORTED POLICY AND COVERS ONLY

CLAIMS FIRST MADE AGAINST THE NAMED INSURED MEMBER DURING THE COVERAGE PERIOD OR EXTENDED REPORTING PERIOD, IF APPLICABLE, AND REPORTED TO THE INSURER IN WRITING AS REQUIRED AND AS SOON AS PRACTICABLE BUT NOT LATER

THAN SIXTY (60) DAYS AFTER THE END OF THE COVERAGE PERIOD OR EXTENDED REPORTING PERIOD, IF APPLICABLE. PLEASE READ THE MASTER POLICY, THE NAMED INSURED MEMBER EVIDENCE OF INSURANCE AND ANY APPLICABLE ENDORSEMENTS

CAREFULLY AND IN THEIR ENTIRETY AND DISCUSS THE COVERAGE WITH YOUR INSURANCE AGENT OR BROKER.

UNLESS OTHERWISE ENDORSED, AMOUNTS INCURRED AS DEFENSE COSTS SHALL

REDUCE THE LIMIT OF LIABILITY STATED AND SHALL ALSO BE APPLIED AGAINST THE APPLICABLE RETENTION AMOUNT.

PLEASE READ THE MASTER POLICY CAREFULLY.

MASTER POLICY NUMBER:

B1262FI1193819

PRODUCER: Risk Placement Services 550 W. Van Buren, Suite 1200 Chicago, IL 60607

RENEWAL OF: B1262FI1193818

Broker License No.0C66724

N

ITEM I. NAMED INSURED/ORGANIZATION AND ADDRESS: Arthur J. Gallagher Real Estate Risk Purchasing Group, LLC

18201 Von Karman Avenue, Suite 200 Irvine, CA 92612

ITEM II. MASTER POLICY PERIOD: February 01, 2019 – February 01, 2020 (12:01 A.M. at the address specified in Item I)



ITEM III. LIMITS OF LIABILITY: a. See Individual Named Insured Member Evidence of Insurance Each Claim (incl. damages and claim expenses)

b. See Individual Named Insured Member Evidence of Insurance Aggregate (incl. damages and claim expenses)

ITEM IV. RETENTION: See Individual Named Insured Member Evidence of Insurance (incl. damages and claim expenses)

ITEM V. RETROACTIVE DATE: See Individual Named Insured Member Evidence of Insurance

ITEM VI. POLICY PREMIUM: See Individual Named Insured Member Evidence of Insurance

ITEM VII. ENDORSEMENTS FORMING PART OF THIS MASTER POLICY AT ISSUANCE: See Individual Named Insured Member Evidence of Insurance

ITEM VIII. NOTICE OF CLAIM:

. The Named Insured Member must give the Insurer as soon as practicable written notice of any claim(s) or potential Claim(s) first made against Named Insured Member during the Coverage Period but such notice shall not be later than sixty (60) days after expiration of the Coverage Period, or extended reporting period, if applicable. In the event suit is brought against the Named Insured Member, the Named Insured Member must immediately forward to the Insurer every demand, notice, summons, complaint or other process received directly or by the Named Insured Member’s representatives.

. 6. Written notice of any Claim against the Named Insured Member, as well as of each demand

on or action against the Insurer, must be delivered to the Insurer’s addressed as follows: 7.

Lancer Claims Services 681 S. Parker St. Suite 300 Orange CA 92868

or via email: [email protected]

You will be contacted within 7 working days of receipt of notice of a claim. If you have not heard from us in that time please call +1 312 922 7570

All notices to the Insurer must be in writing. Notice given by or on behalf of the Named Insured Member, or written notice by or on behalf of any claimant, to the Insurer’s appointed agent, shall be considered notice to the Company.



This Declaration page, together with the Application, Supplements, attachments, exhibits, statements and representations, the attached Real Estate Agents Professional Liability Policy Form, and all endorsements thereto, and the Named Insured Member Evidence of Insurance issued to the Named Insured Member shall constitute the contract between the Insurer and the Named Insured Member.

This Master Policy may be subject to surplus lines taxes, stamping fees, surcharges and certain surplus lines reporting requirements mandated by state regulations. The Surplus Lines Broker is responsible for the disclosure of all related taxes, surcharges and fees. The Surplus Lines Broker is also responsible for the applicable surplus lines reporting requirements including but not limited to the submission of diligent search forms.

THE INSURER NAMED HEREIN IS NOT LICENSED BY THE STATE, NOT SUBJECT TO ITS SUPERVISION, AND IN THE EVENT OF THE INSOLVENCY OF THE INSURER, NOT PROTECTED BY THE STATE SECURITY FUNDS. THE MASTER POLICY MAY NOT BE SUBJECT TO ALL OF THE REGULATIONS OF THE INSURANCE DEPARTMENT PERTAINING TO POLICY FORMS.


LSW-REA-RPG P002 Ed. 09/17

LIBERTY SPECIALTY MARKETS THIS IS A CLAIMS-MADE AND REPORTED POLICY.

PLEASE READ IT CAREFULLY.

REAL ESTATE AGENTS PROFESSIONAL LIABILITY MASTER POLICY

All words that are in bold face type have special meanings specified in Section IV., DEFINITIONS, of the

Master Policy.

Throughout this Master Policy the words “the Insurer” refer to Liberty Specialty Markets as your Insurer providing this

insurance.

In consideration of and subject to the payment of the premium, the agreement of the Named Insured Member to pay

the Retention amount stated in the Named Insured Member Evidence of Insurance and described herein, and in

reliance upon the particulars, statements, representations, attachments and exhibits contained in and submitted with the

Application which are the basis for issuance of this Master Policy and, along with the Named Insured Member

Evidence of Insurance issued to the Named Insured Member, deemed to be incorporated herein, and subject to all

the terms, conditions, limitations and any endorsements to this Master Policy, the Insurer, the Named

Insured/Organization and each Named Insured Member agree as follows:

I. INSURING AGREEMENT

The Insurer will pay on behalf of the Named Insured Member all sums in excess of the Retention amount stated

in Item IV. of the Named Insured Member Evidence of Insurance, up to the Limits of Liability stated in Item

III. of the Named Insured Member Evidence of Insurance, which the Named Insured Member shall become

legally obligated to pay as Damages and Claims Expenses resulting from Claims first made against the Named

Insured Member during the Coverage Period, or Extended Reporting Period, if applicable, as a result of a

Wrongful Act in the rendering of or failure to render Professional Services by the Named Insured Member,

provided that:

(A) such Wrongful Act was committed on or after the Retroactive Date and before the end of the Coverage

Period; and

(B) prior to the effective date of the first Real Estate Agents Professional Liability Policy issued by the Insurer to

the Named Insured Member and continuously renewed and maintained in effect to the inception of the

Coverage Period of this Master Policy, that no Named Insured Member knew or could not have

reasonably expected that such Wrongful Act might give rise to a Claim.



As a condition precedent to coverage, the Named Insured Member shall report all Claims in writing to the

Insurer as soon as practicable, but in no event later than sixty (60) days after expiration or termination of the

Coverage Period, or during the Extended Reporting Period, if applicable.

TERRITORY AND DEFENSE

(A) The coverage afforded by this Master Policy applies worldwide, provided that a Claim is made or suit is

brought against a Named Insured Member in the United States of America, its territories and possessions,

or Puerto Rico.

(B) The Insurer has the sole right to appoint defense counsel and the right and duty to defend any Claim made

against the Named Insured Member which is covered by this Master Policy.

III. SUPPLEMENTAL EXTENSIONS

Subject to all other terms and conditions, unless otherwise specifically amended under this Supplemental Extensions

section, this Master Policy affords the following Supplemental Extensions to each Named Insured Member.

For each claim under Supplemental Extensions (B), (D), (F) and (G) of this section only, the Retention amount

stated in Item IV. of the Named Insured Member Evidence of Insurance shall be USD1,000. No Retention

shall apply to Supplemental Extension (E). The policy Retention shall apply to each claim under Supplemental

Extensions (A) and (C).

Any payment made by the Insurer under this section shall be included within, and not in addition to, the Limits of

Liability stated in Item III. of the Named Insured Member Evidence of Insurance.

(A) CONTINGENT LIABILITY

Notwithstanding Section V. Exclusions (G) and (H) the Insurer agrees to pay those sums that the Named

Insured Member becomes legally obligated to pay as Damages and Claims Expenses incurred because of

a Claim first made against the Named Insured Member during the Coverage Period, or Extended

Reporting Period, if applicable, arising out of accidental Bodily Injury or Property Damage that: (a) is not

or would not be covered by the Named Insured Member’s standard general liability coverage form; and (b)

caused by a Wrongful Act solely in the rendering or failing to render Professional Services to which this

insurance applies. In such case, the Company will:

(1) Pay up to USD50,000 for the Damages for which the Named Insured Member is legally liable.

(2) Pay Claims Expenses, up to USD50,000, by counsel of the Insurer’s choice, even if the suit is

groundless, false or fraudulent. The Insurer may investigate and settle any Claim or suit that it decides is

appropriate. The Insurer’s duty to settle or defend ends when the Limit of Liability has been exhausted

by payment of a judgment or settlement.



Solely with respect to the coverage provided by this Supplementary Extension the following additional

EXCLUSIONS will apply:

i) Motor Vehicle Liability

This coverage does not apply to Claims arising from the ownership, maintenance, or use of any motor

vehicle liability if said motor vehicle is:

1. Registered for use on public roads or property;

2. Is not registered for use on public roads or property, but such registration is required by a law or

regulation issued by a government agency, for it to be used at the place of the occurrence;

ii) Expected or Intended Injury

Coverage under this extension does not cover Bodily Injury or Property Damage which is expected or

intended by a Named Insured Member even if the resulting Bodily Injury or Property Damage:

1. Is of a different kind, quality or degree than initially expected or intended;

2. Is sustained by a different person, entity, real or personal property, than initially expected or

intended;

iii) No Premises Coverage

Coverage under this extension does not cover Bodily Injury or Property Damage arising out of

premises:

1. Owned by any Named Insured Member;

2. Rented by any Named Insured Member;

3 Rented to others by the Named Insured Member;

iv) Communicable Diseases

There is no coverage for Bodily Injury or Property Damage which arises out of the transmission of a

communicable disease by any Named Insured Member.

v) Sexual Molestation, Corporal Punishment or Physical or Mental Abuse

Coverage under this extension does not cover Bodily Injury or Property Damage arising out of sexual

molestation, corporal punishment or physical or mental abuse.

vi) Controlled Substance

Coverage under this extension does not cover Bodily Injury or Property Damage arising out of the

use, sale, manufacture, delivery, transfer or possession by any person of a Controlled Substance as

defined by the Federal Food and Drug Law at 21 USCA Sections 811 and 812. Controlled substances



include, but are not limited to cocaine, LSD, marijuana, and all narcotic drugs. However, this exclusion

does not apply to the legitimate use of prescription drugs by a person following the orders of a physician.

vii) Owned/Care, Custody, Control

Coverage under this extension does not cover Property Damage to property owned by any Named Insured Member. This includes costs or expenses incurred by the Named Insured Member to others to repair, replace, enhance, restore or maintain such property to prevent injury to a person or damage to property of others, whether on or away from an insured location. Nor does it cover Property Damage to

property rented to, occupied or used by or in the care of a Named Insured Member;

viii) Worker’s Compensation

Coverage under this extension does not cover Bodily Injury to any person eligible to receive any

benefits voluntarily provided or required to be provided by any Named Insured Member under any:

1. Workers’ compensation law;

2. Non-occupational disability law; or

3. Occupational disease law;

ix) Bodily Injury to Any Named Insured Member

Coverage under this extension does not cover Bodily Injury to any Named Insured

Member. This exclusion also applies to any Claim made or suit brought against any Named

Insured Member to repay or share Damages with another person who may be obligated to

pay Damages because of Bodily Injury to any Named Insured Member.


(B) DISCIPLINARY PROCEEDINGS

If Disciplinary Proceeding are commenced against the Named Insured Member by a regulatory or disciplinary

official, board or agency, arises out of the rendering of or failure to render Professional Services by the

Named Insured Member and is reported to the Insurer during the Coverage Period, the Insurer will

reimburse the Named Insured Member for reasonable attorney’s fees incurred in responding to such

Disciplinary Proceeding. The maximum payment made by the Insurer pursuant to this Supplemental Extension

shall be USD20,000 per Disciplinary Proceeding, subject to a maximum of USD50,000 per Coverage Period.

(C) LOCKBOX AND MEGAN’S LAW COVERAGE

Notwithstanding Section V. Exclusions (G) and (H) the Insurer agrees to pay those sums that the Named

Insured Member becomes legally obligated to pay as Damages and Claims Expenses incurred because of a

Claim first made against the Named Insured Member during the Coverage Period, or Extended Reporting

Period, if applicable, for:

(1) Bodily Injury or Property Damage arising out of the use and operation of a lock box to control access to

residential real property. The coverage afforded by this endorsement shall apply to Bodily Injury or

Property Damage caused by any third party and not to Bodily Injury or Property Damage caused by a

Named Insured Member;

(2) any Claim by a purchaser of real property that solely alleges diminution in value of real property related to

Bodily Injury, sickness or death of any person.

(D) PUBLIC RELATIONS EXPENSES

The Insurer will reimburse the Named Insured Member up to a maximum of USD25,000 per Coverage

Period for reasonable costs, expenses and/or professional fees incurred by the Named Insured Member in

the employment of a public relations and/or crisis management consultant to mitigate or avert damage to the

reputation of the Named Insured Member where:

(1) such costs, expenses and professional fees are incurred as a consequence of facts, circumstances or events

discovered during the Coverage Period; or

(2) such costs, expenses and professional fees are incurred as a consequence of a Claim or Investigation which

gives rise to or may give rise to indemnity under this Master Policy.

The Named Insured Member will obtain the prior written consent of the Insurer (such consent shall not be

unreasonably withheld) prior to incurring such costs, expenses and/or professional fees.

In the event of claim under this Supplemental Extension that also gives rise to a claim under (G) Third Party

Confidential Information Loss Liability Coverage the maximum payment under both extensions combined shall

not exceed USD25,000.


(E) REIMBURSEMENT EXPENSES

If the Named Insured Member is requested by the Insurer to attend hearings, depositions and trials relative to

the defense of a Claim, the Insurer shall reimburse the Named Insured Member’s actual loss of earnings and

reasonable expenses due to such attendance up to USD500 per day. The maximum payment made by the

Insurer pursuant to this Supplemental Extension shall be USD10,000 per Coverage Period.

(F) SUBPOENA ASSISTANCE

The Insurer will reimburse the Named Insured Member for reasonable attorney’s fees incurred in responding to

a subpoena which is served upon a Named Insured Member and reported to the Insurer during the Coverage

Period, resulting from the performance by the Named Insured Member of Professional Services. The maximum

payment made by the Insurer pursuant to this Supplemental Payment shall be USD10,000 per subpoena and

USD50,000 per Coverage Period. All subpoenas arising out of Professional Services shall constitute a single

subpoena for the purposes of this section.

(G) THIRD PARTY CONFIDENTIAL INFORMATION LOSS LIABILITY COVERAGE

The Insurer will reimburse the Named Insured Member up to a maximum of USD25,000 per Coverage Period

for costs incurred to hire a third party consultant or advisor approved by the Insurer to mitigate the potential for

Claims arising from a Security Breach discovered by the Named Insured Member and reported to the Insurer

during the Coverage Period which results in the loss or theft of Confidential Information that was gathered in

the course of performing Professional Services. Such reimbursement shall include the costs of client notification

to effect compliance with a Security Breach Notice Law, provided that the Insurer will have the right but not the

duty to conduct client notification before reimbursing costs.

The coverage provided by this section shall be secondary to and in excess of any collectible first party cyber

liability coverage provided to the Named Insured Member under any specific policy, business owners policy or

similar property coverage.

In the event of claim under this Supplemental Extension that also gives rise to a claim under (D) Public

Relations Expenses, the maximum payment under both extensions combined shall not exceed USD25,000.

Real Estate Agents Professional Liability Insurance Policy IV. DEFINITIONS

(A) “Named Insured Member” means only the following:

(1) The Named Insured Member designated in Item I. of the Named Insured Member Evidence of

Insurance;

(2) Any person who is, was, or hereafter becomes a partner, principal, officer, director, member, or employee

of the Named Insured Member, but only while acting on behalf of the Named Insured Member;

(3) Independent contractors engaged in the performance of Professional Services as a broker or agent of the

Named Insured Member but only if such independent contractors are duly licensed to perform such

Professional Services and only while acting under the direct supervision and on behalf of the Named

Insured Member;

(4) The estate, heirs, executors, administrators, and legal representatives of a Named Insured Member, in the

event of such Named Insured Member’s death, disability, incapacity, insolvency, or bankruptcy, but only

to the extent such Named Insured Member would have otherwise been provided coverage under this

Master Policy;

(5) Any Subsidiary;

(6) The lawful spouse of any Named Insured Member solely by reason of:

(a) Spousal status, or;

(b) A spouse’s ownership interest in property or assets that are sought as recovery.

This Definition (A)(6) shall not apply to the extent a Claim alleges any Wrongful Act or omission by such

spouse.

(7) Any professional association, standards or accreditation board of which the Named Insured Member is a

member, but only to the extent that liability arises only out of a Wrongful Act of the Named Insured

Member.

(8) Grantors of franchise to the Named Insured Member, and the partners, officers, directors and employees of

such grantors, but only as to their liability for Wrongful Acts committed by a Named Insured Member.

(B) “Acts of Terrorism” means an act, including but not limited to the use of force or violence and/or the threat of

force or violence, of any person or group of persons, whether acting alone or on behalf of or in connection with

any organization or government, 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.

(C) “Bodily Injury” means identifiable physical bodily injury to any person, but does not include neuroses,

psychoneuroses, psychopathies or psychoses, anxiety, stress, fatigue or mental or emotional diseases or disorders

of any type.


(D) “Claim” means receipt by the Named Insured Member of a demand for Mediation, or a request to toll or

waive a statute of limitations, or a civil action, suit, proceeding or demand naming the Named Insured

Member and seeking Damages due to Wrongful Acts in the performance of Professional Services by the

Named Insured Member or any Entity for whom the Named Insured Member is legally liable. A Claim

will be deemed first made on the earliest date any Named Insured Member receives the civil action, suit,

proceeding or demand.

(E) “Claims Expenses” means:

(1) Reasonable and necessary fees charged by attorneys designated by the Insurer, or designated by the

Named Insured Member with the Insurer’s written consent, to defend a Claim and;

(2) All other fees, costs and charges, resulting from the investigation, adjustment, defense, and appeal of a

Claim, if incurred by the Insurer, or by the Named Insured Member with the Insurer’s prior written

consent, including premiums on appeal bonds, provided that the Insurer shall not be obligated to apply for

or furnish such appeal bonds.

The determination by the Insurer as to the reasonableness of Claims Expenses shall be conclusive on the

Named Insured Member. Claims Expenses do not include salary charges, wages, general overhead, or

general or non-itemized business expenses of partners, principals, officers, directors, members or employees

of either the Insurer or Named Insured Member.

(F) “Confidential Information” means:

(1) information that has been provided to the Named Insured Member by another, or created by the Named

Insured Member for another, where such information is subject to the terms of a written confidentiality

agreement or equivalent obligating the Named Insured Member to protect such information on behalf of

another; or

(2) personal information not available to the general public from which an individual may be identified,

including without limitation, an individual's name, address, telephone number, social security number,

account relationships, account numbers, account balances, and account histories.

(G) “Coverage Period” means the period specified in Item II. of the Named Insured Member Evidence of

Insurance, or any shorter period that may occur as a result of a cancellation of the Named Insured Member

Evidence of Insurance. The Coverage Period will not exceed one year unless otherwise agreed by the

Insurer and endorsed on the Named Insured Member Evidence of Insurance.

(H) “Damages” means a compensatory monetary amount for which the Named Insured Member may be held

legally liable, including judgments (inclusive of any pre- or post-judgment interest), awards, or settlements

negotiated with the approval of the Insurer. Damages do not include any return, withdrawal or reduction of

fees, commissions, profits or other charges, or fines, sanctions, taxes, penalties or awards deemed uninsurable

pursuant to any applicable law. Damages include punitive or exemplary damages or the multiple portion of any

multiplied damage award unless such damages are uninsurable pursuant to applicable law.


(I) “Entity” means any, sole proprietor, partnership, or corporation or other form of association recognized as

such by law.

(J) “Extended Reporting Period” means the applicable period of time after the end of the Coverage Period for

reporting Claims arising out of Wrongful Acts committed or alleged to have been committed prior to the end

of the Coverage Period and on or subsequent to the Retroactive Date, and otherwise covered by this Master

Policy.

(K) “Fungi” means any type or form of fungus, bacterial matter, mold, mildew, mycotoxins, spores, or scents or by

products produced or released.

(L) “Interrelated Wrongful Acts” means Wrongful Acts that have as a common nexus any fact, circumstance,

situation, event, transaction, cause or series of causally connected facts, circumstances, situations, events,

transactions or causes.

(M) “Mediation” means a non-binding process in which a neutral panel or individual assists the parties in reaching

their own settlement. To be considered Mediation under this Master Policy, the process must be of a kind

specified in the Commercial Mediation Rules of the American Arbitration Association. The Insurer, however,

at its sole option, may recognize any Mediation process or forum presented for approval.

(N) “Microbe” means any non-fungal microorganism or non-fungal colony form organism that causes infection or

disease.

(O) “Named Insured” means the Risk Purchasing Group shown in Item I. of the Master Policy Declaration. No

coverage is provided to the Named Insured under this Master Policy. Only Named Insured Members are

provided with coverage under this Master Policy in accordance with the terms and conditions herein.

(P) “Named Insured Member Evidence of Insurance” means the document separately issued to notify each Named

Insured Member that the insurance has been effected with the Insurer under a Master Policy issued to the Name

Insured bearing the Master Policy Unique Market Reference.

(Q) “Named Insured Member Network” means a Named Insured Member’s local or wide area network owned

or operated by the Named Insured Member or on its behalf or for its benefit; provided, however, this shall

not include the internet, telephone company networks, or other public infrastructure network.

(R) “Policy Period” means the period specified in Item II. of the Master Policy Declaration , or any shorter period

that may occur as a result of a cancellation of this Master Policy, and specifically excludes any Extended

Reporting Period hereunder.


(S) “Pollutants” means any substance exhibiting hazardous characteristics as is or may be identified on any list of

hazardous substances issued by the United States Environmental Protection Agency, or any state, local, or

foreign counterpart. This definition shall include, without limitation, any solid, liquid, gaseous or thermal irritant

or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals, odors, noise, lead, oil or oil

products, radiation, asbestos or products and materials containing asbestos, waste (including material to be

recycled, reconditioned or reclaimed), and any electric, magnetic or electromagnetic field of any frequency, as

well as any air emission, waste water, medical waste, nuclear materials or nuclear waste.

(T) “Professional Services” means the following services which are provided by the Named Insured Member to a

third party for a monetary fee; or as otherwise defined by endorsement to this Master Policy:

(1) Services as a real estate agent, real estate broker or real estate personal assistant, but only in connection with

residential real estate sales (1-4 Units), commercial real estate sales (includes 5+ Units), residential or

commercial real estate leasing services, and raw, vacant or partially developed land sales;

(2) Services as a real estate consultant or counselor or as an expert witness, provided that such services are

limited to the types of services or transactions specified in (1) above;

(3) If an additional premium is paid and shown on the Named Insured Member Evidence of Insurance,

services as a real estate property manager for residential and commercial property;

(4) Services as a member of a real estate accreditation, standards review or similar real estate board or

committee;

(5) Services as a notary public.

(U) “Property Damage” means the physical loss of, physical damage to, or physical destruction of tangible

property of a Third Party.

(V) “Retroactive Date” means the date specified in Item V. of the Named Insured Member Evidence of

Insurance. If no date specified the retroactive date shall mean either the inception date specified in Item II. of

the Named Insured Member Evidence of Insurance or date of purchase of the first Real Estate Agents

Professional Liability policy of similar coverage purchased by the Named Insured Member and if maintained

without interruption whichever the earlier. Evidence of previous insurance to be provided by the Named

Insured Member in the event of a Claim.


(W) “Security Breach” means the failure of the Named Insured Member’s Network to:

(1) identify and authenticate parties prior to their accessing the Named Insured Member’s Network;

(2) control access to the Named Insured Member’s Network and monitor and audit such access;

(3) protect against computer viruses;

(4) defend against denial of service attacks upon the Named Insured Member or unauthorized use of the

Named Insured Member’s Network to perpetrate a denial of service attack; or,

(5) ensure confidentiality, integrity and authenticity of information on the Named Insured Member’s

Network.

(X) “Security Breach Notice Law” means any statute or regulation that requires an entity that maintains

Confidential Information to provide notice to specified individuals of any actual or potential unauthorized

disclosure or potential disclosure of such information.

(Y) “Subsidiary” means any Entity in which the Named Insured Member owns either directly or indirectly fifty

percent (50%) or more of the outstanding voting stock. An Entity ceases to be a Subsidiary on the date that

the Named Insured Member’s ownership, either directly or indirectly, ceases to be fifty percent (50%) of the

outstanding voting stock.

(Z) “Third Party” means any company, entity or person other than: (i) Named Insured Member; (ii) any

Additional Insured(s) (iii) Employees of the Named Insured Member; (iv) any person related to the Named

Insured Member or any Additional Insured(s) by blood, marriage, civil union or other familial relationship.

(AA) “Wrongful Act” means any actual or alleged act, error, omission, misstatement, misleading statement, neglect,

or breach of duty.

V. EXCLUSIONS

This Master Policy does not apply to and the Insurer shall not be liable for Damages and/or Claims Expenses

resulting from any Claim made against a Named Insured Member:

(A) for, based upon, or arising from any actual dishonest, criminal, malicious or fraudulent act or omission by a

Named Insured Member; however, this Exclusion shall not apply to Claims Expenses or the Insurer’s duty

to defend any such Claim unless or until a judgment or a final adjudication adverse to such Named Insured

Member establishes that the Named Insured Member committed such dishonest, fraudulent, criminal or

malicious act or omission. This exclusion (A) does not apply to claims arising out of malicious prosecution;


(B) by or on behalf of any

(1) Named Insured Member; or

(2) Entity which at the time of the Wrongful Act or the time of the Claim or during the pendency of the

Claim:

(a) is or was to any extent owned in whole or in part by or controlled by any Named Insured Member;

(b) is or was affiliated with any Named Insured Member through any common ownership or control; or

(c) is or was acting with any Named Insured Member as a director, officer, partner, or principal

stockholder;

For the purpose of this exclusion, a ten percent (10%) or more owner of a publicly held corporation or a thirty

percent (30%) or more owner of a privately held corporation shall be deemed to control such Entity;

(C) for, based upon, or arising from any actual or alleged wrongful employment practices by or against any person or

entity on any basis;

(D) for, based on or arising from discrimination on the basis of age, sex, gender, military service, race, creed, colour,

religion, handicap, disability or health condition, marital status, national origin, or sexual preference. However,

notwithstanding the foregoing, the Insurer shall pay both Damages and Claims Expenses resulting from any

Claim brought on account of such alleged behaviour by any Named Insured Member in the rendering or

failing to render Professional Services;

(E) by an employee, former employee or job applicant of the Named Insured Member in their capacity as such;

(F) for, based upon, or arising from any actual or alleged infringement of any patent, trade secrets, copyright,

trademark, service mark, service name, trade dress, trade name, title or slogan;

(G) for, based upon, or arising from Bodily Injury, sickness, disease, emotional distress, mental anguish, outrage,

humiliation or death;

(H) for, based upon, or arising from damage to or destruction of any tangible property including loss of use thereof;

(I) for, based upon, or arising from the gaining in fact of any profit, remuneration or advantage to which the

Named Insured Member is not legally entitled;

(J) for, based upon, or arising from any actual or alleged violation of: the Employee Retirement Income Security

Act of 1974, and amendments thereto, or similar provisions of any federal, state or local statute or common law;

the Securities Act of 1933; the Securities Exchange Act of 1934; State Securities Law; any amendments thereto

or rules or regulations promulgated thereunder, or any other similar federal, state .or common law, or foreign

law in any state, country, province, district or territory;


(K) for, based upon, or arising from breach of security, unauthorized access to, or use of, or tampering with or

inability to access, view, reproduce data or systems;

(L) for, based upon, or arising from:

(1) any actual, alleged or threatened discharge, dispersal, exposure to, existence of, release or escape of

Pollutants at any time; or

(2) any request, demand or order that any Named Insured Member or others detect, report, test for, monitor,

clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of

Pollutants; including without limitation any Claim, suit or proceeding by or on behalf of a governmental

authority, a potentially responsible party or any other person or entity for Damages because of detecting,

reporting, testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or

on any way responding to, or assessing the effects of Pollutants.

This exclusion will not apply to Claims arising from the diminished value of 1-4 unit residential properties

arising out of the Named Insured Member’s negligent failure to disclose such Pollutants. The Insurer will

not pay for the expense of correcting the cause of the Claim or for clean-up of any resulting damage unless, in

the Insurer’s sole opinion, doing so would reduce the diminished value Claim by an amount greater than the

cost of the correction or clean up. The Insurer will not pay any other consequential Damages or any off

premises Damages.

Provided, however, that where this exclusion does not apply to a Claim solely by reason of the paragraph above,

the Insurer’s liability shall not exceed the lesser of either the most recent bonafide sale price of the 1-4 unit

residential property or the limit of liability shown in the Declarations;

(M) for, based upon, or arising from any actual, alleged or threatened inhalation of, ingestion of, contact with,

exposure to, existence of, growth or presence of; or the actual or alleged failure to detect, report, test for,

monitor, clean up, remove, contain, dispose of, treat, detoxify or neutralize, or in any way respond to, assess the

effects of, prevent, or advise of the existence of any Fungi or Microbes, or of any spores, mycotoxins, odors,

or any other substances, products or byproducts produced by, released by, or arising out of the current or past

presence of Fungi or Microbes. This exclusion applies regardless of whether any other causes, events,

materials or products contributed concurrently or in any sequence to the injury, damage, expense, cost, loss,

liability or legal obligation claimed.

This exclusion will not apply to Claims arising from the diminished value of 1-4 unit residential properties

arising out of the Named Insured Member’s negligent failure to disclose such Fungi or Microbes. The

Insurer will not pay for the expense of correcting the cause of the Claim or for clean-up of any resulting

damage unless, in the Insurer’s sole opinion, doing so would reduce the diminished value Claim by an amount

greater than the cost of the correction or clean up. The Insurer will not pay any other consequential Damages

or any off premises Damages.


Provided, however, that where this exclusion does not apply to a Claim solely by reason of the paragraph

above, the Insurer’s liability shall not exceed the lesser of either the most recent bonafide sale price of the

1-4 unit residential property or the limit of liability shown in the Declarations;

(N) based on or arising out of the assumption of liability under any contract or agreement, including any guaranty or

warranty by any Named Insured Member. This exclusion does not apply to any liability that would have

existed in the absence of such contract, agreement, guaranty or warranty;

(O) for, based upon, or arising from the failure to pay, collect or safeguard premium, escrow or tax funds or the

conversion, misappropriation, commingling or defalcation of funds or other property;

(P) for, based upon, or arising from any property syndication, real estate investment trust, or limited or general

partnership, including but not limited to corporate entities, or ventures when any such Claim is brought against

the Named Insured Member by or on behalf of an investor, shareholder or partner in any such entity;

(Q) for, based upon or arising from any financing term that is contained on addenda or otherwise not within the

standard form real estate contract. This exclusion does not apply to such financing terms if they were disclosed

in writing to all lenders and borrowers prior to loan approval;

(R) for, based upon, or arising from the failure to effect or maintain adequate levels or types of insurance;

(S) for, based upon, or arising from the insolvency or bankruptcy of any Named Insured Member or any

enterprise in which any Named Insured Member owns an interest;

(T) for, based upon, or arising from the purchase of property by, or the sale, leasing, appraisal, or property

management of property developed, constructed or owned by:

(1) any Named Insured Member;

(2) any entity in which any Named Insured Member had a financial interest or a contemplated financial

interest;

(3) any entity which had a financial interest or a contemplated financial interest in the Named Insured

Member; or

(4) any entity which was under the same ownership or control as the Named Insured Member;

This exclusion shall not apply to Claims involving only the sale or lease (not purchase) of a 1 to 4 unit

residential property where at the time of sale the combined ownership interest of the Named Insured Member

hereunder was less than 25% and the owner was not the i) leasing agent or ii) selling, listing or closing agent;

(U) for, based upon, or arising from the ownership, syndication, or development of property; mortgage or

investment banking; mortgage broking: feasibility studies; property surveys; opinions relating to zoning laws; or

activities as an investment advisor/manager, construction advisor/manager, risk manager or title abstractor.

Such activities shall include but not be limited to the following:


(1) the inability or failure to pay or collect money held or to be held for others;

(2) any mortgage banking services including, but not limited to the underwriting of loans, retention of loans or

warehousing of loans unless loans are closed in the Insured’s name through a warehouse line and resold

within 30 days to a lender who pre-approved the closing and agreed in writing to repurchase the loan before

it was funded by the Insured;

(3) the repurchasing of, and/or arrangement for the repurchasing of loans; or claims arising out of demands by

any lender or investor in connection with the credit quality of any borrower, or in connection with

representations or warranties in connection with the procurement of a mortgage;

(4) the commingling of money;

(5) any claim arising out of the Insured’s failure to comply with Federal National Mortgage Association

(FNMA), Federal Home Loan Mortgage Corporation (FHLMC), Federal Housing Authority (FHA) and/or

Veterans;

(6) any guarantee of fund availability or any guarantee of a specified rate of return or locked interest rate, unless

such guarantees are provided by the institution that is furnishing the funds or unless such institution has

provided a commitment letter detailing such terms;

(7) a bankruptcy or insolvency of a lender;

(8) a defective title or deed;

(9) an undisclosed financing term, including, but not limited to secondary financing, down payment gifts or

assistants or carry backs;

(10) the Named Insured Member’s interest, operations or activities as a mortgage broker resulting from

business property, commercial property, industrial property, raw land, undeveloped land, any development

project, or commercial construction;

(11) a reverse mortgage;

(V) for, based upon, or arising from any services by any Named Insured Member which can only be performed by

a licensed, certified or registered attorney or public accountant, or by a professional investment advisor or

financial management consultant;

(W) for, based upon, or arising from the sale of a business owned or operated by the Named Insured Member;

(X) for, based upon, or arising from any advice or representation as to the future value of any property;

(Y) for, based upon, or arising from any notarized certification or acknowledgement of a signature without the

physical appearance before the Named Insured Member of the person who is, or claims to be, the person

signing the instrument;

(Z) for, based upon, or arising from the rendering or failing to render an opinion on the financial condition of any

individual or entity;


(AA) for, based upon, or arising from the failure to repurchase any loans, or any transaction involving a loan funded in

whole or in part with any Named Insured Member’s own funds;

(BB) previously disclosed or notified or which should have been disclosed or notified as a Claim under any other

policy of insurance or similar contract or guarantee preceding the period specified in Item II of the Named

Insured Member Evidence of Insurance;

(CC) for, based upon, or arising out of, or any action taken in controlling preventing, suppressing either (i) war,

invasion, acts of foreign enemies, hostilities or warlike operations whether or not war is declared, civil war,

rebellion, revolution, insurrection, civil commotion assuming the proportions of or amounting to an uprising,

military or usurped power, or (ii) any Acts of Terrorism;

(DD) for based upon or arising out of any of the following:

(1) ionising radiations from or contamination by radioactivity from any nuclear fuel or from any nuclear waste

or from the combustion of nuclear fuel;

(2) the radioactive, toxic, explosive or other hazardous or contaminating properties of any nuclear installation,

reactor or other nuclear assembly or nuclear component thereof;

(3) any weapon or device employing atomic or nuclear fission and/or fusion or other like reaction or

radioactive force or matter;

(4) the radioactive, toxic, explosive or other hazardous or contaminating properties of any radioactive matter.

The exclusion in this sub-clause does not extend to radioactive isotopes, other than nuclear fuel, when such

isotopes are being prepared, carried, stored, or used for commercial, agricultural, medical, scientific or other

similar peaceful purposes.

VI. CLAIMS CONDITIONS

(A) NOTICE IN THE EVENT OF A CLAIM

In the event of a Claim the Named Insured Member shall as a condition precedent to the coverage

afforded by this Master Policy:

(1) Immediately forward to the Insurer every demand, notice, summons or other process including the

institution of arbitration proceedings received by the Named Insured Member.

(2) Give written notice containing particulars sufficient to identify the Named Insured Member and claimant

and full information with respect to the time, place and circumstances of the event complained of, and the

names and addresses of the injured and of available witnesses, to the Insurer as soon as practicable.

Notice of any Claim or specific Wrongful Act shall be given in writing as described in Item VIII. of the

Named Insured Member Evidence of Insurance.


(B) CONSENT AND SETTLEMENT

The Named Insured Member shall not admit or assume liability for any Wrongful Act, or settle any Claim,

or incur any expenses, including Claims Expenses, without the prior written consent of the Insurer. However,

the Named Insured Member must, with prior notice to the Insurer if at all possible, take all reasonable action

within its ability to prevent or mitigate any Claim which would be covered under this Master Policy. The

Insurer has the right to make such investigation and conduct negotiations and, with the written consent of the

Named Insured Member, effect settlement of any Claim as the Insurer deems reasonable.

If the Named Insured Member refuses to consent to a settlement recommended by the Insurer and elects to

contest or continue to contest the Claim, the Insurer’s liability for such Claim, subject to all applicable Limits

of Liability and Retention provisions of this Master Policy, will be reduced to:

(1) the amount of Damages for which the Claim could have been settled, plus all Claims Expenses incurred

up to the time the Insurer recommended settlement; plus

(2) after the payment of the amount referenced in paragraph (1) above, the Insurer will pay fifty percent (50%)

of any additional Claims Expenses or Damages, incurred in connection with such Claim (but in any

event only up to an amount equal to fifty percent (50%) of the remaining Limit of Liability stated in Item

III. of the Named Insured Member Evidence of Insurance).

The Named Insured Member shall bear the remaining fifty percent (50%) of any additional Claims

Expenses or Damages uninsured and at its own risk.

Only those Claims Expenses and Damages paid by the Insurer will exhaust the remaining Limit of

Liability.

The Insurer shall not be obligated to pay any Damages and/or Claims Expenses, or to undertake or

continue the defense of any Claim after the applicable limit of the Insurer’s liability has been exhausted by

payment of Damages and/or Claims Expenses or after deposit of the applicable limit of the Insurer’s

liability with or subject to control of a court of competent jurisdiction.

(C) REPORTING OF WRONGFUL ACTS THAT MAY GIVE RISE TO A CLAIM

If during the Coverage Period the Named Insured Member becomes aware of a specific Wrongful Act that

may reasonably be expected to give rise to a Claim against the Named Insured Member, and if the Named

Insured Member reports such specific Wrongful Act to the Insurer during the Coverage Period in writing,

then any Claim subsequently arising from such specific Wrongful Act duly reported in accordance with this

paragraph shall be deemed under this Master Policy to be a Claim first made against the Named Insured

Member during the Coverage Period. Such written notice to the Insurer shall include:

(1) particulars as to the reasons for anticipating such a Claim; and


the nature and dates of the alleged Wrongful Act; and

(3) the alleged injuries or damages sustained; and

(4) the names of potential claimants, if available; and

(5) the manner in which the Named Insured Member first became aware of the specific Wrongful Act.

Real Estate Agents Professional Liability Insurance Policy VII. GENERAL CONDITIONS

(A) ACQUISITIONS CLAUSE

If during the Coverage Period, the Named Insured Member acquires or creates another Entity in which the

Named Insured Member has an ownership interest of fifty percent (50%) or greater, such Entity shall be

considered a Named Insured Member under this Master Policy, but only for Wrongful Acts committed after

the date of acquisition or creation. The coverage afforded to such acquired or created Entity shall cease and no

coverage shall be afforded to such Entity after ninety (90) days from the effective date of the acquisition or

creation of the Entity unless:

(1) the Named Insured Member gives written notice to the Insurer of the acquisition or creation of such

Entity no later than sixty (60) days after the effective date of such acquisition or creation, together with

such information that the Insurer may require; and

(2) The Insurer, at its sole option and discretion and on whatever terms and conditions it deems appropriate,

including but not limited to the payment of additional premium, agrees to issue an endorsement adding

such Entity as a Named Insured Member; and

(3) prior to the effective date of such acquisition or creation, no partner, principal, officer, director or insurance

manager of the Named Insured Member or of the acquired or created Entity, knew or could have

reasonable expected that a Claim would be made against such Entity.

If the Named Insured Member does not agree to any of the terms or conditions imposed by the Insurer

pursuant to the above, coverage otherwise afforded under this provision for such acquired or created Entity

shall terminate ninety (90) days after the effective date of such acquisition or creation, or at the end of the

Coverage Period, whichever is earlier. If the Named Insured Member ceases to have an ownership interest

of fifty percent (50%) or greater in such acquired or created Entity, coverage otherwise afforded under this

provision shall terminate effective on the date such ownership interest ceases.

The Insurer may, at its sole discretion, waive any additional premium due for any new Subsidiary where said

new Subsidiary’s gross revenue is equal to or less than five percent (5%) of the Named Insured Member’s

last annual total gross revenue.

(B) ALTERATION AND ASSIGNMENT

No change in, modification of, or assignment of interest under this Master Policy shall be effective except when

made pursuant to written endorsement authorizing same and signed by an authorized representative of the

Insurer.

(C) BANKRUPTCY OR INSOLVENCY

The bankruptcy or insolvency of any Named Insured Member or a Named Insured Member’s estate will

not relieve the Insurer of its obligations under this Master Policy.


(D) CANCELLATION OF A NAMED INSURED MEMBER EVIDENCE OF INSURANCE

A Named Insured Member Evidence of Insurance may be cancelled by the Named Insured Member by

surrendering its Named Insured Member Evidence of Insurance to the Insurer or by giving written notice

to the Insurer stating when thereafter such cancellation shall be effective. The Insurer may cancel a Named

Insured Member Evidence of Insurance by mailing to the Named Insured Member by registered, certified,

or other first class mail, at the Named Insured Member’s address shown in Item I. of the Named Insured

Member Evidence of Insurance, written notice stating when, not less than sixty (60) days thereafter (or ten

(10) days thereafter when cancellation is due to non-payment of premium), the cancellation shall be effective.

The mailing of such notice pursuant to this provision shall be sufficient proof of notice and Named Insured

Member Evidence of Insurance shall terminate at the date and hour specified in such notice.

The Insurer shall retain the pro rata proportion of the premium hereon except, as otherwise provided in this

Master Policy, there shall be no return of premium if a claim or wrongful act has been reported under the Policy.

(E) CANCELLATION OF MASTER POLICY

This Master Policy may be cancelled by the Named Insured by surrender of this Master Policy to the Insurer

or by giving written notice to the Insurer stating when thereafter such cancellation shall be effective. The

Insurer may cancel this Master Policy by mailing to the Named Insured by registered, certified, or other first

class mail, at the Named Insured’s address shown in Item I. of the Master Policy Declaration, written notice

stating when, not less than ninety (90) days thereafter, the cancellation shall be effective. The mailing of such

notice as aforesaid shall be sufficient proof of notice and this Master policy shall terminate at the date and hour

specified in such notice.

Cancellation of the Master Policy shall have no effect upon the Named Insured Member Evidence of

Insurance issued prior to the effective date of cancellation. Such Named Insured Member Evidence of

Insurance shall remain in force until their expiration date or earlier cancellation in accordance with Section VII.

General Condition (D). Notwithstanding the cancellation of the Master Policy, the terms and conditions of the

Master Policy shall apply to the Named Insured Member Evidence of Insurance issued during the time the

Master Policy was in effect. No Named Insured Member Evidence of Insurance can be issued after the

effective date of cancellation of this Master Policy.

(F) CLAIMS ARISING OUT OF SAME WRONGFUL ACT

All Claims alleging, based upon, arising out of or attributable to the same Wrongful Act and Interrelated

Wrongful Acts shall be deemed to be a single Claim regardless of whether made against one or more than one

Named Insured Member, and such Claim shall be deemed to be first made on the date the earliest of such

Claims is first made even if such date is before the Coverage Period.


All Claims arising out of the same Wrongful Act shall be considered first made within the Coverage Period in

which the earliest of such Claims was first made or deemed to be made pursuant to Section VI. Claims

Condition (C), and all such Claims shall be subject to one such Limit of Liability specified in Item III. of the

Named Insured Member Evidence of Insurance.

(G) CONFLICT OF STATUTES / LAW

In the event that any provision of this Master Policy is found to be invalid or unenforceable, the other

provisions of this Master Policy and the remainder of the provision in question shall not be affected thereby and

shall remain in full force and effect.

(H) COOPERATION

The Named Insured Member shall cooperate with the Insurer. Upon the Insurer’s request, the Named

Insured Member shall meet with and submit to examination and interrogation by a representative of the

Insurer, under oath if required, and shall provide the Insurer with any available information and

documentation relevant to any matter under investigation by the Insurer, without charge to the Insurer. The

Named Insured Member shall also assist in effecting settlement, securing and giving evidence, securing and

effecting any rights of indemnity, contribution, or apportionment on the part of the Named Insured Member

and the Insurer, obtaining the attendance of witnesses and shall attend hearings, depositions and trials relative

to the defense and in the conduct of suits and other proceedings, all without charge to the Insurer.

(I) ENTIRE CONTRACT

By acceptance of this Master Policy the Named Insured Member agrees that the statements in the Named

Insured Member Evidence of Insurance and Application are its agreements and representations, that this

Master Policy and Named Insured Member Evidence of Insurance is issued in reliance upon the truth of

such representations and that this Master Policy and Named Insured Member Evidence of Insurance

embodies all agreements existing between the Named Insured Member and the Insurer.

(J) EXTENDED REPORTING PERIOD

In case of cancellation or non-renewal of the Named Insured Member Evidence of Insurance by either the

Named Insured Member or the Insurer for reasons other than material misrepresentation or non-payment of

premium or non-payment of Retention or loss of license, the Named Insured Member shall have the right

upon payment of an additional premium, and subject to all other terms, conditions, limitations of and any

endorsements to this Master Policy to an Extended Reporting Period, for a period of either one year for an

additional premium of 100% of the total annual premium; or two years for an additional 150% of the total


annual premium; or three years for an additional 200% of the total annual premium. This Extended Reporting

Period shall commence immediately following the effective date of such cancellation or non-renewal, but shall

only apply with respect to Claims for or arising from Wrongful Acts committed before the effective date of

such cancellation or non-renewal.

The offer by the Insurer of renewal terms, conditions, Limits of Liability and/or premiums different from

those of this Master Policy shall not constitute a cancellation or refusal to renew.

The Extended Reporting Period shall terminate on the effective date and hour of any other insurance issued

to the Named Insured Member or successor to the Named Insured Member which replaces in whole or in

part the coverage afforded by the Extended Reporting Period.

As a condition precedent to the Named Insured Member’s right to purchase the Extended Reporting

Period, the full premium for the Coverage Period must have been paid before the effective date of cancellation

or the expiration date of the Named Insured Member Evidence of Insurance.

The Named Insured Member’s right to purchase the Extended Reporting Period must be exercised by

notice in writing not later than sixty (60) days following the expiration date or effective date of cancellation of

the Named Insured Member Evidence of Insurance and must include full payment of premium for the

applicable Extended Reporting Period as well as payment of all premiums due to the Insurer. If such notice

is not so timely given to the Insurer, the Named Insured Member shall not, at a later date, be able to exercise

such right.

At the commencement of any Extended Reporting Period, the entire premium thereafter shall be deemed

fully earned and in the event the Named Insured Member terminates the Extended Reporting Period

before its expiration date, the Insurer shall not be liable to return to the Named Insured Member any portion

of the premium for the Extended Reporting Period.

The fact the Named Insured Member Evidence of Insurance may be extended by virtue of an Extended

Reporting Period shall not in any way increase the Limits of Liability as specified in Item III. of the Named

Insured Member Evidence of Insurance and the only Limit of Liability applicable to the Extended

Reporting Period shall be the available Limit of Liability of the Named Insured Member Evidence of

Insurance. The Extended Reporting Period shall be renewable at the sole option of the Insurer.

(K) FRAUDULENT CLAIMS

If the Named Insured Member shall make any Claim knowing the same to be false or fraudulent, as regards

amount or otherwise, Named Insured Member Evidence of Insurance shall become void and all Claims

shall be forfeited. The Insurer need not return any of the premium paid.


(L) LIMITS OF LIABILITY

The Insurer’s maximum liability under this Master Policy for all Damages and Claims Expenses resulting

from each Claim under each Named Insured Member Evidence of Insurance shall be the Limit of Liability

for each Claim specified in Item III.a. of the Named Insured Member Evidence of Insurance. The

Insurer’s maximum aggregate liability for all Damages and Claims Expenses resulting from all Claims

covered by this Master Policy shall be the aggregate Limit of Liability for all Claims specified in Item III.b. of

the Named Insured Member Evidence of Insurance.

The Limits of Liability specified under section III Supplemental Extensions are sub-limits of and operate to

erode the Limit of Liability specified in Item III. of the Named Insured Member Evidence of Insurance.

The Limits of Liability for the Extended Reporting Period, if applicable, shall be part of, and not in addition

to, the available Limits of Liability of the Insurer for the Coverage Period.

Any payment of Damages and/or Claims Expenses by the Insurer shall reduce the Limits of Liability.

Claims made against more than one Named Insured Member under this Master Policy shall not operate to

increase the limit of the Insurer’s liability.

(M) NAMED INSURED MEMBER EVIDENCE OF INSURANCE SOLE AGENT

With respect to each individual Named Insured Member Evidence of Insurance, the Named Insured

Member shall be the sole agent of all Named Insured Members hereunder for the purpose of effecting or

accepting any amendments to or cancellation of the individual Named Insured Member Evidence of

Insurance, for the purpose of receiving such notices as may be required by law and/or any provision(s) of this

Master Policy, for the completing of any Application and the making of any representations, for the payment of

any premium and the receipt of any return premium that may become due under this Master Policy, for the

payment of any Retention obligations that may become due under this Master Policy, and the exercising or

declining to exercise any right under this Master Policy, including declining or exercising any Extended

Reporting Period.

(N) NAMED INSURED MEMBER EVIDENCE OF INSURANCE PERIOD REQUIREMENT

As a condition precedent to coverage under a specific Named Insured Member Evidence of Insurance, the

effective date of the Named Insured Member Evidence of Insurance Period must be within the Policy

Period of this Master Policy.


(O) OTHER INSURANCE

If any Claim or notice of Wrongful Act noticed to and accepted by the Insurer under this Master Policy is

insured by another valid policy or policies, or indemnified pursuant to any indemnification, hold harmless or

other agreement or arrangement, then this Master Policy shall apply only in excess of the amount of any

retentions, retentions and limits of liability under such other policy or policies, or indemnification, hold harmless

or other arrangements, whether such other policies, agreements or arrangements are stated to be primary,

contributory, excess, contingent or otherwise, unless such other insurance, agreements, or arrangements are

written specifically as excess of this Master Policy by reference in such other policy to the Master Policy Number

and the Policy Number indicated in the Named Insured Member Evidence of Insurance.

(P) RETENTION

The Insurer shall only be liable for Damages and/or Claims Expenses which are in excess of the applicable

Retention stated in Item IV. of the Named Insured Member Evidence of Insurance. The Retention shall

apply separately to each Claim and shall be borne by the Named Insured Member and remain uninsured. For

purposes of the Retention, Claims arising out of the same or interrelated Wrongful Acts shall be considered

one Claim, and only one Retention amount shall apply thereto. The Retention shall not reduce or increase the

Limits of Liability.

The Named Insured Member shall promptly make direct payments within the Retention to appropriate parties

as designated by the Insurer. The Insurer shall have no obligation to make payments within the Retention and

to then seek reimbursement for the Named Insured Member.

(Q) REIMBURSEMENT OF THE INSURER

If the Insurer has paid any Damages and/or Claims Expenses in excess of the applicable Limit of Liability or

within the amount of the applicable Retention, the Named Insured Member shall be liable to the Insurer for

any and all such amounts and, upon demand, shall promptly pay such amounts to the Insurer.

(R) SANCTION LIMITATION AND EXCLUSION CLAUSE

The Insurer shall not be deemed to provide coverage and shall not be liable to pay any claim or provide any

benefit hereunder to the extent that the provision of such cover, payment of such claim or provision of such

benefit would expose the Insurer to any sanction, prohibition or restriction under United Nations resolutions

or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom or United

States of America.


(S) SERVICE OF SUIT

It is agreed that in the event of the failure of the Insurer to pay any amount claimed to be due hereunder, the

Insurer hereon, at the request of the Named Insured Member, will submit to the jurisdiction of a Court of

competent jurisdiction within 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 within the

United States. Nothing in this clause constitutes or should be understood to constitute a waiver of the

Insurer’s 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 the Insurer 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 42nd Street

New York, NY 10017 Attn : Thomas Wilson jr

and that in any suit instituted against the Insurer, the Insurer 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 the Insurer in any such

suit and/or upon the request of the Named Insured Member to give a written undertaking to the Named

Insured Member that the Insurer will enter a general appearance on its 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, the Insurer hereby designates 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 Named Insured Member or any beneficiary hereunder arising out of this contract of insurance,

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.

(T) SUBROGATION

In the event of any payment under this Master Policy, the Insurer shall be subrogated to all of the Named

Insured Member’s rights of recovery against any person or organization, and the Named Insured Member

shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The

Named Insured Member shall do nothing after a Claim is made to prejudice such rights. The Insurer hereby

waives its subrogation rights against a client of the Named Insured Member to the extent that the Named

Insured Member had, prior to a Claim, or a Wrongful Act reasonably expected to give rise to a Claim,

entered into a written agreement to waive such rights. Any amount recovered upon the exercise of such rights of



subrogation shall first be applied to the repayment of expenses incurred by the Insurer toward

subrogation, second toward reimbursement of any payments made by the Named Insured Member

pursuant to the Named Insured Member’s Retention, and any remaining balance shall be paid to the

Insurer.