Common use of Defense and Settlement Clause in Contracts

Defense and Settlement. (A) It shall be the duty of the Insureds and not the duty of the Underwriter to defend any Claim covered by this Coverage Section. The Underwriter shall have the right to participate with the Insureds in the investigation, defense and settlement of any Claim, including but not limited to the selection of appropriate defense counsel and the negotiation of a settlement of any Claim that appears reasonably likely to be covered in whole or in part by this Coverage Section. (B) Upon written request, the Underwriter will pay Defense Expenses owed under this Coverage Section on a current basis. Such advanced payments by the Underwriter shall be repaid to the Underwriter by the Insureds severally according to their respective interests in the event and to the extent that the Insureds shall not be entitled to payment of such Defense Expenses under this Coverage Section. As a condition of any payment of Defense Expenses before the final disposition of a Claim, the Underwriter may require a written undertaking on terms and conditions satisfactory to the Underwriter guaranteeing the repayment of any Defense Expenses paid to or on behalf of any Insured if it is finally determined that any such Claim or portion of any Claim is not covered under this Coverage Section. Except for Defense Expenses paid in accordance with this paragraph (B), the Underwriter will have no obligation to pay any Loss before the final disposition of a Claim. (C) No Insured may admit any liability for any Claim, settle or offer to settle any Claim or incur any Defense Expenses without the Underwriter’s prior written consent. The Underwriter will have the right to make investigations and conduct negotiations and, with the consent of the Insureds, enter into such settlement of any Claim as the Underwriter deems appropriate. If the Insureds refuse to consent to a settlement acceptable to the claimant in accordance with the Underwriter’s recommendation, then, subject to the Underwriter’s applicable Limits of Liability stated in ITEM 4 of the Declarations, the Underwriter’s liability for such Claim will not exceed: (1) the amount for which the Claim could have been settled plus Defense Expenses incurred up to the date the Insureds refused to settle such Claim (the “Settlement Amount”); plus (2) seventy percent (70%) of any Loss in excess of the Settlement Amount incurred in connection with such Claim. The remaining thirty percent (30%) of Loss in excess of the Settlement Amount will be carried by the Insureds at their own risk and will be uninsured.

Defense and Settlement. If any claim, action or proceeding is made or brought against any party entitled to indemnification hereunder, then, upon demand by the indemnified party, the indemnifying party, at its sole cost and expense, shall resist or defend such claim, action or proceeding in the indemnified party’s name (Aif necessary), by attorneys approved by the indemnified party, which approval, shall not be unreasonably withheld. Attorneys for the indemnifying party’s insurer shall hereby be deemed approved for purposes of this Section 32.3. Notwithstanding the foregoing, an indemnified party may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability of ***** or more, provided that the indemnifying party shall control the defense and the indemnifying party shall pay the reasonable fees and disbursements of such attorneys. Notwithstanding anything herein contained to the contrary, the indemnifying party may direct the indemnified party to settle any claim, suit or other proceeding provided that (i) It such settlement shall involve no obligation on the part of the indemnified party other than the payment of money, (ii) any payments to be made pursuant to such settlement shall be paid in full exclusively by the duty indemnifying party at the time such settlement is reached; provided, that if the indemnified party is unconditionally released at the time such settlement is reached, the indemnifying party may pay such amounts over a reasonable period of time, (iii) such settlement shall not require the Insureds indemnified party to admit any liability or wrongdoing, and not (iv) the duty of the Underwriter to defend any Claim covered by this Coverage Section. The Underwriter indemnified party shall have received an unconditional release from the right parties to participate with such settlement. To the Insureds in extent the investigation, indemnifying party shall control the defense and or settlement of any Claimclaim as herein provided, including but not limited the indemnified party agrees to (x) cooperate fully with the selection of appropriate defense indemnifying party and its counsel and (y) execute any and all releases and other documents determined by the negotiation indemnifying party and its counsel as necessary to compromise or settle any claim that the indemnifying party is permitted hereunder to compromise or settle, provided that such releases and other documents shall be consistent with the terms and conditions of a settlement this Article 32 and not in derogation of any Claim that appears reasonably likely to the rights of the indemnified party hereunder. So long as the indemnifying party shall be covered in whole or in part by this Coverage Section. (B) Upon written requestperforming all of its obligations hereunder, the Underwriter will pay Defense Expenses owed under this Coverage Section on a current basis. Such advanced payments by indemnified party shall not settle any claim without the Underwriter shall be repaid to the Underwriter by the Insureds severally according to their respective interests in the event and to the extent that the Insureds indemnifying party’s written consent which shall not be entitled to payment of such Defense Expenses under this Coverage Section. As a condition of any payment of Defense Expenses before the final disposition of a Claim, the Underwriter may require a written undertaking on terms and conditions satisfactory to the Underwriter guaranteeing the repayment of any Defense Expenses paid to or on behalf of any Insured if it is finally determined that any such Claim or portion of any Claim is not covered under this Coverage Section. Except for Defense Expenses paid in accordance with this paragraph (B), the Underwriter will have no obligation to pay any Loss before the final disposition of a Claimunreasonably withheld. (C) No Insured may admit any liability for any Claim, settle or offer to settle any Claim or incur any Defense Expenses without the Underwriter’s prior written consent. The Underwriter will have the right to make investigations and conduct negotiations and, with the consent of the Insureds, enter into such settlement of any Claim as the Underwriter deems appropriate. If the Insureds refuse to consent to a settlement acceptable to the claimant in accordance with the Underwriter’s recommendation, then, subject to the Underwriter’s applicable Limits of Liability stated in ITEM 4 of the Declarations, the Underwriter’s liability for such Claim will not exceed: (1) the amount for which the Claim could have been settled plus Defense Expenses incurred up to the date the Insureds refused to settle such Claim (the “Settlement Amount”); plus (2) seventy percent (70%) of any Loss in excess of the Settlement Amount incurred in connection with such Claim. The remaining thirty percent (30%) of Loss in excess of the Settlement Amount will be carried by the Insureds at their own risk and will be uninsured.

Defense and Settlement. If any claim, action or proceeding is made or brought against any party entitled to indemnification hereunder, then, upon demand by the indemnified party, the indemnifying party, at its sole cost and expense, shall resist or defend such claim, action or proceeding in the indemnified party’s name (Aif necessary), by attorneys approved by the indemnified party, which approval, shall not be unreasonably withheld. Attorneys for the indemnifying party’s insurer shall hereby be deemed approved for purposes of this Section 32.3. Notwithstanding the foregoing, an indemnified party may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability of [*****] or more, provided that the indemnifying party shall control the defense and the indemnifying party shall pay the reasonable fees and disbursements of such attorneys. Notwithstanding anything herein contained to the contrary, the indemnifying party may direct the indemnified party to settle any claim, suit or other proceeding provided that (i) It such settlement shall involve no obligation on the part of the indemnified party other than the payment of money, (ii) any payments to be made pursuant to such settlement shall be paid in full exclusively by the duty indemnifying party at the time such settlement is reached; provided, that if the indemnified party is unconditionally released at the time such settlement is reached, the indemnifying party may pay such amounts over a reasonable period of time, (iii) such settlement shall not require the Insureds indemnified party to admit any liability or wrongdoing, and not (iv) the duty of the Underwriter to defend any Claim covered by this Coverage Section. The Underwriter indemnified party shall have received an unconditional release from the right parties to participate with such settlement. To the Insureds in extent the investigation, indemnifying party shall control the defense and or settlement of any Claimclaim as herein provided, including but not limited the indemnified party agrees to (x) cooperate fully with the selection of appropriate defense indemnifying party and its counsel and (y) execute any and all releases and other documents determined by the negotiation indemnifying party and its counsel as necessary to compromise or settle any claim that the indemnifying party is permitted hereunder to compromise or settle, provided that such releases and other documents shall be consistent with the terms and conditions of a settlement this Article 32 and not in derogation of any Claim that appears reasonably likely to the rights of the indemnified party hereunder. So long as the indemnifying party shall be covered in whole or in part by this Coverage Section. (B) Upon written requestperforming all of its obligations hereunder, the Underwriter will pay Defense Expenses owed under this Coverage Section on a current basis. Such advanced payments by indemnified party shall not settle any claim without the Underwriter shall be repaid to the Underwriter by the Insureds severally according to their respective interests in the event and to the extent that the Insureds indemnifying party’s written consent which shall not be entitled to payment of such Defense Expenses under this Coverage Section. As a condition of any payment of Defense Expenses before the final disposition of a Claim, the Underwriter may require a written undertaking on terms and conditions satisfactory to the Underwriter guaranteeing the repayment of any Defense Expenses paid to or on behalf of any Insured if it is finally determined that any such Claim or portion of any Claim is not covered under this Coverage Section. Except for Defense Expenses paid in accordance with this paragraph (B), the Underwriter will have no obligation to pay any Loss before the final disposition of a Claimunreasonably withheld. (C) No Insured may admit any liability for any Claim, settle or offer to settle any Claim or incur any Defense Expenses without the Underwriter’s prior written consent. The Underwriter will have the right to make investigations and conduct negotiations and, with the consent of the Insureds, enter into such settlement of any Claim as the Underwriter deems appropriate. If the Insureds refuse to consent to a settlement acceptable to the claimant in accordance with the Underwriter’s recommendation, then, subject to the Underwriter’s applicable Limits of Liability stated in ITEM 4 of the Declarations, the Underwriter’s liability for such Claim will not exceed: (1) the amount for which the Claim could have been settled plus Defense Expenses incurred up to the date the Insureds refused to settle such Claim (the “Settlement Amount”); plus (2) seventy percent (70%) of any Loss in excess of the Settlement Amount incurred in connection with such Claim. The remaining thirty percent (30%) of Loss in excess of the Settlement Amount will be carried by the Insureds at their own risk and will be uninsured.

Defense and Settlement. (Aa) It If any claim, action or proceeding set forth in Section 25.1 is made or brought against any Indemnitee, then upon demand by an Indemnitee, Tenant, at its sole cost and expense, shall resist or defend such claim, action or proceeding in the Indemnitee’s name (if necessary), by attorneys approved by the Indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed (attorneys for Tenant’s insurer shall be deemed approved for purposes of this Section 25.3). Notwithstanding the duty foregoing, an Indemnitee may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability in excess of the Insureds amount available under Tenant’s liability insurance carried under Section 11.1 for such claim and not Tenant shall pay the duty reasonable fees and disbursements of such attorneys; provided, however, that, notwithstanding anything in this Lease to the contrary, Tenant shall only be responsible for paying for one such attorney for any and all of the Underwriter Landlord Parties. If Tenant fails to diligently defend any Claim covered by this Coverage Sectionor if there is a legal conflict or other conflict of interest, then Landlord may retain separate counsel at Tenant’s expense. The Underwriter obligations of Tenant under any indemnity herein shall have be conditioned upon the right to participate with the Insureds Landlord Parties being reasonable in the investigation, defense and settlement of any Claim, including but not limited to the selection of appropriate defense counsel and the negotiation of approving a settlement of any Claim indemnified claim. Notwithstanding anything herein contained to the contrary, Tenant may direct the Indemnitee to settle any claim, suit or other proceeding provided that appears reasonably likely (a) such settlement shall involve no obligation on the part of the Indemnitee other than the payment of money, (b) any payments to be covered made pursuant to such settlement shall be paid in whole full exclusively by Tenant at the time such settlement is reached, (c) such settlement shall not require the Indemnitee to admit any liability, and (d) the Indemnitee shall have received an unconditional release from the other parties to such claim, suit or in part by this Coverage Sectionother proceeding. (Bb) Upon written requestIf any claim, action or proceeding set forth in Section 25.2 is made or brought against any Tenant Party, then upon demand by a Tenant Party, Landlord, at its sole cost and expense, shall resist or defend such claim, action or proceeding in the Underwriter will pay Defense Expenses owed under this Coverage Section on a current basis. Such advanced payments Tenant Party’s name (if necessary), by attorneys approved by the Underwriter shall be repaid to the Underwriter by the Insureds severally according to their respective interests in the event and to the extent that the Insureds Tenant Party, which approval shall not be entitled unreasonably withheld, conditioned or delayed (attorneys for Landlord’s insurer shall be deemed approved for purposes of this Section 25.3). Notwithstanding the foregoing, a Tenant Party may retain its own attorneys to payment of such Defense Expenses under this Coverage Section. As a condition of participate or assist in defending any payment of Defense Expenses before the final disposition of a Claimclaim, the Underwriter may require a written undertaking on terms and conditions satisfactory to the Underwriter guaranteeing the repayment of any Defense Expenses paid to action or on behalf of any Insured if it is finally determined that any such Claim or portion of any Claim is not covered under this Coverage Section. Except for Defense Expenses paid in accordance with this paragraph (B), the Underwriter will have no obligation to pay any Loss before the final disposition of a Claim. (C) No Insured may admit any proceeding involving potential liability for any Claim, settle or offer to settle any Claim or incur any Defense Expenses without the Underwriter’s prior written consent. The Underwriter will have the right to make investigations and conduct negotiations and, with the consent of the Insureds, enter into such settlement of any Claim as the Underwriter deems appropriate. If the Insureds refuse to consent to a settlement acceptable to the claimant in accordance with the Underwriter’s recommendation, then, subject to the Underwriter’s applicable Limits of Liability stated in ITEM 4 of the Declarations, the Underwriter’s liability for such Claim will not exceed: (1) the amount for which the Claim could have been settled plus Defense Expenses incurred up to the date the Insureds refused to settle such Claim (the “Settlement Amount”); plus (2) seventy percent (70%) of any Loss in excess of the Settlement Amount incurred amount available under any liability insurance carried by Landlord for such claim and Landlord shall pay the reasonable fees and disbursements of such attorneys; provided, however, that, notwithstanding anything in connection with this Lease to the contrary, Landlord shall only be responsible for paying for one such Claimattorney for any and all of the Tenant Parties. If Landlord fails to diligently defend or if there is a legal conflict or other conflict of interest, then Tenant may retain separate counsel at Landlord’s expense. The remaining thirty percent obligations of Landlord under any indemnity herein shall be conditioned upon the Tenant Parties being reasonable in approving a settlement of any indemnified claim. Notwithstanding anything herein contained to the contrary, Landlord may direct the Tenant Party to settle any claim, suit or other proceeding provided that (30%a) of Loss in excess such settlement shall involve no obligation on the part of the Settlement Amount will Tenant Party other than the payment of money, (b) any payments to be carried made pursuant to such settlement shall be paid in full exclusively by Landlord at the Insureds at their own risk time such settlement is reached, (c) such settlement shall not require the Tenant Party to admit any liability, and will be uninsured(d) the Tenant Party shall have received an unconditional release from the other parties to such claim, suit or other proceeding.

Defense and Settlement. (A) A. The Underwriters shall have the right and duty to defend the Insured, subject to the Limit of Liability and all the provisions, terms and conditions of this Policy: 1. any Claim first made against the Insured seeking payment under the terms of this insurance, even if any of the allegations of the Claim are groundless, false or fraudulent; or 2. under Insuring Agreement I.D., any Claim in the form of a Regulatory Proceeding. The Underwriters shall choose defense counsel in conjunction with the Named Insured, but in the event of a dispute, the decision of the Underwriters is final. B. With respect to any Claim against the Insured seeking Damages or Penalties which are payable under the terms of this Policy, the Underwriters will pay Claims Expenses incurred with their prior written consent. It is agreed that the Limit of Liability available to pay Damages and Penalties shall be reduced and may be completely exhausted by payment of Claims Expenses. Damages, Penalties and Claims Expenses shall be applied against the duty Deductible set forth in Item 4. of the Insureds and not the duty of the Underwriter to defend any Claim covered by this Coverage Section. Declarations. C. The Underwriter Underwriters shall have the right to participate make any investigation they deem necessary, including, without limitation, any investigation with the Insureds respect to coverage and statements made in the investigation, defense and settlement of any Claim, including but not limited to the selection of appropriate defense counsel and the negotiation of a settlement of any Claim that appears reasonably likely to be covered in whole or in part by this Coverage Sectionapplication. (B) Upon written request, the Underwriter will pay Defense Expenses owed under this Coverage Section on a current basis. Such advanced payments by the Underwriter shall be repaid to the Underwriter by the Insureds severally according to their respective interests in the event and to the extent that the Insureds shall not be entitled to payment of such Defense Expenses under this Coverage Section. As a condition of any payment of Defense Expenses before the final disposition of a Claim, the Underwriter may require a written undertaking on terms and conditions satisfactory to the Underwriter guaranteeing the repayment of any Defense Expenses paid to or on behalf of any Insured if it is finally determined that any such Claim or portion of any Claim is not covered under this Coverage Section. Except for Defense Expenses paid in accordance with this paragraph (B), the Underwriter will have no obligation to pay any Loss before the final disposition of a Claim. (C) No Insured may admit any liability for any Claim, settle or offer to settle any Claim or incur any Defense Expenses without the Underwriter’s prior written consent. The Underwriter will have the right to make investigations and conduct negotiations and, with the consent of the Insureds, enter into such settlement of any Claim as the Underwriter deems appropriate. D. If the Insureds refuse Insured refuses to consent to a any settlement or compromise recommended by the Underwriters and which is acceptable to the claimant in accordance with and elects to contest the Underwriter’s recommendation, then, subject to the Underwriter’s applicable Limits of Liability stated in ITEM 4 of the DeclarationsClaim, the Underwriter’s Underwriters’ liability for such Claim will any Damages, Penalties and Claims Expenses shall not exceed: (1) exceed the amount for which the Claim could have been settled settled, less the remaining Deductible, plus Defense the Claims Expenses incurred up to the date time of such refusal, or the Insureds refused applicable Limit of Liability, whichever is less, and the Underwriters shall have the right to settle such withdraw from the defense of the Claim (by tendering control of said defense to the “Settlement Amount”); plus (2) seventy percent (70%) Insured. The portion of any Loss proposed settlement or compromise that requires the Insured to cease, limit or refrain from actual or alleged infringing or otherwise injurious activity or is attributable to future royalties or other amounts that are not Damages (or Penalties for Claims covered under Insuring Agreement I.D.) shall not be considered in excess determining the amount for which a Claim could have been settled. E. Subject to the Limit of Liability of this Policy, the Underwriters shall pay all premiums on bonds to release attachments, all premiums on appeal bonds required in any such defended suit, but without any obligation to apply for or furnish such bonds, all costs taxed against the Insured in any suit, all interest accruing after entry of judgment until Underwriters have paid, tendered or deposited in court part of such judgment as does not exceed the Underwriters’ Limit of Liability. F. Subject to the Limit of Liability of this Policy, the Underwriters shall reimburse the Insured for all reasonable expenses, other than loss of earnings, incurred at the Underwriters’ request. G. It is further provided that the Underwriters shall not be obligated to pay any Damages, Penalties, PCI Fines, Expenses and Costs or Claims Expenses, or to undertake or continue defense of any Claim after the applicable Limit of the Settlement Amount incurred in connection with such Claim. The remaining thirty percent (30%) Underwriters’ Liability has been exhausted by payment of Loss in excess Damages, Penalties, PCI Fines, Expenses and Costs or Claims Expenses or after deposit of the Settlement Amount will be carried remaining applicable Limit of Liability in a court of competent jurisdiction, and that upon such payment, the Underwriters shall have the right to withdraw from the further defense of the Claim by tendering control of said defense to the Insureds at their own risk and will be uninsuredInsured.

Defense and Settlement. (A) It A. The Insurer shall be have the right and duty of the Insureds and not the duty of the Underwriter to defend any Claim covered by this Coverage SectionPolicy, even if any of the allegations in such Claim are groundless, false or fraudulent. However, the Insureds may, at their sole option, assume such defense. This right shall be exercised in writing by the Named Sponsor giving notice to the Insurer on the behalf of all Insureds within 60 days of the reporting of the Claim to the Insurer. Upon receipt of such notice, the Insurer shall tender the defense of the Claim to the Insureds. Once the defense has been so tendered, the Insurer cannot re- assume the defense of the Claim. The Underwriter Insurer shall have thereafter advance Defense Costs covered under this Policy in excess of the right applicable Retention, subject to participate with the Insureds in the investigation, defense and settlement of any Claim, including but not limited repayment to the selection of appropriate defense counsel and the negotiation of a settlement of any Claim that appears reasonably likely to be covered in whole or in part by this Coverage Section. (B) Upon written request, the Underwriter will pay Defense Expenses owed under this Coverage Section on a current basis. Such advanced payments Insurer by the Underwriter shall be repaid to the Underwriter by the Insureds Insureds, severally according to their respective interests in the event interests, if and to the extent that the Insureds shall not be entitled to payment of such Defense Expenses under this Coverage Section. As a condition of any payment of Defense Expenses before the final disposition of a Claim, the Underwriter may require a written undertaking on terms and conditions satisfactory Costs are later determined not to the Underwriter guaranteeing the repayment of any Defense Expenses paid to or on behalf of any Insured if it is finally determined that any such Claim or portion of any Claim is not be covered under this Coverage Section. Except for Defense Expenses paid in accordance with this paragraph (B), the Underwriter will have no obligation to pay any Loss before the final disposition of a ClaimPolicy. (C) No Insured may admit B. The Insurer’s duty to defend any liability for any Claim, Claim shall cease upon exhaustion of the Limit of Liability. C. The Insureds agree not to settle or offer to settle any Claim or Claim, incur any Defense Expenses Costs or otherwise assume any contractual obligation or admit any liability with respect to any Claim without the Underwriter’s prior written consentconsent of the Insurer, which shall not be unreasonably withheld. The Underwriter will Insurer shall not be liable for any settlement, Defense Costs, assumed obligation or admission to which it has not consented. The Insureds shall promptly send to the Insurer all settlement demands or offers received by any Insured from the claimant(s). D. The Insurer shall have the right and shall be given the opportunity to make investigations and conduct negotiations and, effectively associate with the consent Insureds regarding the defense and negotiation of the Insureds, enter into such any settlement of any Claim as Claim. E. The Insureds agree to provide the Underwriter Insurer with all information, assistance and cooperation which the Insurer reasonably requests and agree that, in the event of a Claim, the Insureds will do nothing that shall prejudice the position of the Insurer or its potential or actual rights of recovery. The Insurer may make any investigation it deems appropriate. necessary. F. If the Insureds refuse to consent to Insurer recommends a settlement within the Policy Limit of Liability which is acceptable to the claimant in accordance with claimant, but the Underwriter’s recommendation, then, subject Insureds do not consent to the Underwriter’s applicable Limits of Liability stated in ITEM 4 such settlement within 30 days of the Declarationsdate the Insureds are first made aware of the potential settlement, the UnderwriterInsurer’s liability for all Loss on account of such Claim will shall not exceed: : (1i) the amount for which the Claim Insurer could have been settled such Claim plus Defense Expenses Costs incurred up to as of the date the Insureds refused potential settlement was proposed in writing by the Insurer to settle such Claim the Insureds; and (the “Settlement Amount”); plus (2ii) seventy percent (70%) % of any all subsequent covered Loss in excess of such amount, the Settlement Amount incurred in connection with such Claim. The remaining thirty percent (30%) % of Loss in excess of the Settlement Amount will which shall be carried borne by the Insureds uninsured and at their own risk and will be uninsuredrisk.

Defense and Settlement. (A) It Solely with respect to any Liability Coverage Section: (1) The Company shall be have the right and duty of the Insureds and not the duty of the Underwriter to defend any Claim covered by this Policy. Coverage Sectionshall apply even if any of the allegations are groundless, false or fraudulent. The Underwriter shall have the right Company’s duty to participate with the Insureds in the investigation, defense and settlement of any Claim, including but not limited to the selection of appropriate defense counsel and the negotiation of a settlement of defend any Claim that appears reasonably likely to be covered in whole or in part by this Coverage Sectionshall cease upon exhaustion of the applicable Limit of Liability. (B2) Upon written request, the Underwriter will pay Defense Expenses owed under this Coverage Section on a current basis. Such advanced payments by the Underwriter shall be repaid to the Underwriter by the Insureds severally according to their respective interests in the event The Company may make any investigation it deems necessary and to the extent that the Insureds shall not be entitled to payment of such Defense Expenses under this Coverage Section. As a condition of any payment of Defense Expenses before the final disposition of a Claim, the Underwriter may require a written undertaking on terms and conditions satisfactory to the Underwriter guaranteeing the repayment of any Defense Expenses paid to or on behalf of any Insured if it is finally determined that any such Claim or portion of any Claim is not covered under this Coverage Section. Except for Defense Expenses paid in accordance with this paragraph (B), the Underwriter will have no obligation to pay any Loss before the final disposition of a Claim. (C) No Insured may admit any liability for any Claim, settle or offer to settle any Claim or incur any Defense Expenses without the Underwriter’s prior written consent. The Underwriter will have the right to make investigations and conduct negotiations andmay, with the consent of the InsuredsInsured, enter into such make any settlement of any Claim as the Underwriter it deems appropriateexpedient. If the Insureds refuse to any Insured withholds consent to a any settlement acceptable to the claimant in accordance with the UnderwriterCompany’s recommendationrecommendation (a “Proposed Settlement”), then, subject to Section VI Deductible Amount (A)(4) shall not apply and the Underwriter’s applicable Limits of Liability stated in ITEM 4 of the Declarations, the UnderwriterCompany’s liability for all Loss, including Defense Costs, from such Claim will shall not exceed: (1a) the amount for which of the Claim could have been settled Proposed Settlement plus Defense Expenses Costs incurred up to the date of the Insureds refused Insured’s refusal to settle consent to Proposed Settlement of such Claim (the “Settlement Amount”)Claim; plus; (2b) seventy percent (70%) of any Loss Loss, including Defense Costs, in excess of the Settlement Amount amount referenced in paragraph (a) above, incurred in connection with such Claim; subject in all events to the applicable Deductible Amount and the available Limit of Liability set forth in the Declarations. The remaining thirty percent (30%) of Loss any Loss, including Defense Costs, in excess of the Settlement Amount amount referenced in paragraph (a) above will be carried borne by the Insureds Insured uninsured and at their its own risk and risk, notwithstanding anything to the contrary contained in Section X Allocation. (3) No Insured shall settle any Claim, incur any Defense Costs, or otherwise assume any contractual obligation or admit any liability with respect to any Claim without the Company’s written consent, which shall not be unreasonably withheld. The Company shall not be liable for any settlement, Defense Costs, assumed obligation or admission to which it has not consented. (4) The Company will have no obligation to pay Loss, including Defense Costs, or to defend or continue to defend any Claim after the Company’s applicable Limit of Liability with respect to such Claim has been exhausted by the payment of Loss. If the Company’s Limit of Liability is exhausted by the payment of Loss prior to the expiration of this Policy, the Policy premium will be uninsureddeemed fully earned. (5) If the combined maximum aggregate Limit of Liability is purchased as set forth in Item 3 of the Declarations, then the Company will have no obligation to pay Loss, including Defense Costs, or to defend or continue to defend any Claim after the Company’s combined maximum aggregate Limit of Liability has been exhausted by the payment of Loss. If the Company’s combined maximum aggregate Limit of Liability is exhausted by the payment of Loss prior to the expiration of this Policy, the Policy premium will be deemed fully earned. (B) With respect to all Coverage Sections: The Insureds agree to provide the Company with all information, assistance and cooperation which the Company reasonably requests and agree they will do nothing that may prejudice the Company’s position or its potential or actual rights of recovery.

Defense and Settlement. (A) A. It shall be the duty of the Insureds and not the duty of the Underwriter Insurer to defend any Claim covered by this Coverage Section. B. The Insureds agree not to settle or offer to settle any Claim, incur any Defense Costs or otherwise assume any contractual obligation or admit any liability with respect to any Claim without the prior written consent of the Insurer. The Underwriter Insurer shall not be liable for any settlement, Defense Costs, assumed obligation or admission to which it has not consented. The Insureds shall promptly send to the Insurer all settlement demands or offers received by any Insured from the claimant(s). However, if the Insureds are able to settle all Claims which are subject to a single Retention for an aggregate amount, including Defense Costs, not exceeding such Retention, the consent of the Insurer shall not be required for the settlement of such Claims. C. The Insurer shall have the right and shall be given the opportunity to participate effectively associate with the Insureds in regarding the investigation, defense and negotiation of any settlement of any Claim. D. The Insureds agree to provide the Insurer with all information, including but not limited assistance and cooperation which the Insurer reasonably requests and agree that, in the event of a Claim, the Insureds will do nothing that shall prejudice the position of the Insurer or its potential or actual rights of recovery. The Insurer may make any investigation it deems necessary. E. If the Insurer recommends a settlement within the Policy Limit of Liability which is acceptable to the selection claimant, but the Insureds do not consent to such settlement within 30 days of appropriate defense counsel the date the Insureds are first made aware of the potential settlement, the Insurer’s liability for all Loss on account of such Claim shall not exceed (i) the amount for which the Insurer could have settled such Claim plus Defense Costs incurred as of the date the potential settlement was proposed in writing by the Insurer to the Insureds, and (ii) 50% of all subsequent covered Loss in excess of such amount, the negotiation remaining 50% of a which shall be borne by the Insureds uninsured and at their own risk. However, this subsection does not apply to any potential settlement of any Claim that appears reasonably likely to be covered in whole or in part by this Coverage Sectionis within the Retention. (B) Upon written requestF. The Insurer shall, the Underwriter will pay Defense Expenses owed under this Coverage Section on a current quarterly basis, advance on behalf of the Insureds covered Defense Costs which the Insureds have incurred in connection with Claims made against them, prior to disposition of such Claims. Such Any advancement of Defense Costs shall be subject to the condition that such advanced payments by the Underwriter amounts shall be repaid to the Underwriter Insurer by the Insureds severally according to their respective interests in the event if and to the extent that the Insureds shall not be entitled to payment of coverage for such Defense Expenses Costs under this Coverage Section. As a condition of any payment of Defense Expenses before the final disposition of a Claim, the Underwriter may require a written undertaking on terms and conditions satisfactory to the Underwriter guaranteeing the repayment of any Defense Expenses paid to or on behalf of any Insured if it is finally determined that any such Claim or portion of any Claim is not covered under this Coverage Section. Except for Defense Expenses paid in accordance with this paragraph (B), the Underwriter will have no obligation to pay any Loss before the final disposition of a ClaimPolicy. (C) No Insured may admit any liability for any Claim, settle or offer to settle any Claim or incur any Defense Expenses without the Underwriter’s prior written consent. The Underwriter will have the right to make investigations and conduct negotiations and, with the consent of the Insureds, enter into such settlement of any Claim as the Underwriter deems appropriate. If the Insureds refuse to consent to a settlement acceptable to the claimant in accordance with the Underwriter’s recommendation, then, subject to the Underwriter’s applicable Limits of Liability stated in ITEM 4 of the Declarations, the Underwriter’s liability for such Claim will not exceed: (1) the amount for which the Claim could have been settled plus Defense Expenses incurred up to the date the Insureds refused to settle such Claim (the “Settlement Amount”); plus (2) seventy percent (70%) of any Loss in excess of the Settlement Amount incurred in connection with such Claim. The remaining thirty percent (30%) of Loss in excess of the Settlement Amount will be carried by the Insureds at their own risk and will be uninsured.

Defense and Settlement. (A) It shall be 1. The Insurer has the right and duty of the Insureds and not the duty of the Underwriter to defend any covered Claim covered by this Coverage Sectionmade against the Insured even if such Claim is without merit, false or fraudulent. The Underwriter shall have Insurer has the right to participate with the Insureds in the investigation, defense and settlement of any Claim, including but not limited to the selection of appropriate appoint defense counsel to investigate and defend a covered Claim as the negotiation of a settlement of Insurer deems necessary. 2. The Insured will not: a. incur any Loss, including, without limitation, Defense Expenses, without the Insurer’s prior written consent which will not be unreasonably withheld; x. xxxxxx, negotiate or offer to settle, any Claim that appears reasonably likely to without the Insurer’s prior written consent which will not be covered in whole or in part by this Coverage Section. (B) Upon written requestunreasonably withheld; provided, the Underwriter will pay Defense Expenses owed under this Coverage Section on a current basis. Such advanced payments by the Underwriter shall be repaid to the Underwriter by the Insureds severally according to their respective interests in the event and to the extent however, that the Insureds shall not be entitled to payment of such Defense Expenses under this Coverage Section. As a condition of any payment of Defense Expenses before Insured may, at its own risk against the final disposition of a Claim, the Underwriter may require a written undertaking on terms and conditions satisfactory of this Policy, settle a Claim with full releases for all applicable Insureds or make an Extortion Payment if the total Loss attributable to the Underwriter guaranteeing the repayment of any Defense Expenses paid to or on behalf of any Insured if it is finally determined that any such Claim or portion of any Claim is Extortion Payment does not covered under this Coverage Sectionexceed the applicable Retention; or c. admit or assume liability without the Insurer’s prior written consent which will not be unreasonably withheld. Except The Insurer will not be liable for Defense Expenses paid in accordance with this paragraph (B), the Underwriter will have no obligation to pay any Loss before the final disposition of related to a Claimsettlement, negotiation, offer, assumed obligation or admission to which it has not consented, such consent not to be unreasonably withheld. (C) No Insured may admit any liability for any Claim, settle or offer to 3. The Insurer will not settle any Claim or incur any Defense Expenses without the Underwriter’s prior written consent. The Underwriter will have the right to make investigations and conduct negotiations and, with the consent of an Insured. However, if the Insureds, enter into such settlement of any Claim as the Underwriter deems appropriate. If the Insureds refuse Insured refuses to consent to a settlement recommended by the Insurer and acceptable to the claimant in accordance with the Underwriter’s recommendation, then, subject to the Underwriter’s applicable Limits of Liability stated in ITEM 4 of the Declarationsclaimant, the UnderwriterInsurer’s total liability for such Claim any Loss will not exceed: (1) a. the amount for which the Claim could have been settled plus and Defense Expenses incurred up to the date time the Insureds refused Insurer made its recommendation to settle such Claim (to the “Settlement Amount”)Insured; plus (2) seventy b. sixty percent (7060%) of any Loss the amount of Damages in excess of such settlement amount for which the Settlement Amount incurred in connection with such Claim. The remaining thirty Claim could have been settled and sixty percent (3060%) of Loss Defense Expenses incurred after the time the Insurer made its settlement recommendation to the Insured. The foregoing notwithstanding, in excess no event will the Insurer’s obligation to pay exceed the Limit of Liability under the Settlement Amount Policy. 4. The Insured will be carried by not need prior written consent for the Insureds at their own risk and will be uninsuredretention of any service provider on the panel of CyberChoice First Responders. 5. The Insurer’s duty to defend ceases upon the exhaustion of any applicable Limit of Liability.

Defense and Settlement. (A) It shall be The Underwriter will have the right and duty of the Insureds and not the duty of the Underwriter to defend any Claim covered by under this Coverage Section. The Underwriter shall have Section through counsel of its choice, even if the right allegations of such Claim are groundless, false, or fraudulent; provided, that the Underwriter’s obligation to participate with the Insureds in the investigation, defense and settlement of defend any Claim, including but not limited Claim covered under this Coverage Section is subject to the selection of appropriate defense counsel applicable Retention and the negotiation Underwriter’s applicable Limits of a settlement Liability stated in ITEM 4 of any Claim that appears reasonably likely to be covered in whole or in part by this Coverage Sectionthe Declarations. (B) Upon written request, the Underwriter will pay Defense Expenses owed under this Coverage Section on a current basis. Such advanced payments by the Underwriter shall be repaid to the Underwriter by the Insureds severally according to their respective interests in the event and to the extent that the Insureds shall not be entitled to payment of such Defense Expenses under this Coverage Section. As a condition of any payment of Defense Expenses before the final disposition of a Claim, the Underwriter may require a written undertaking on terms and conditions satisfactory to the Underwriter guaranteeing the repayment of any Defense Expenses paid to or on behalf of any Insured if it is finally determined that any such Claim or portion of any Claim is not covered under this Coverage Section. Except for Defense Expenses paid in accordance with this paragraph (B), the Underwriter will have no obligation to pay any Loss before the final disposition of a Claim. (C) No Insured may admit any liability for any Claim, settle or offer to settle any Claim or incur any Defense Expenses without the Underwriter’s prior written consent. The Underwriter will have the right to make investigations and conduct negotiations and, with the consent of the Insureds, enter into such settlement of any Claim as the Underwriter deems appropriate. If the Insureds refuse to consent to a settlement acceptable to the claimant in accordance with the Underwriter’s recommendation, then, subject to the Underwriter’s applicable Limits of Liability stated in ITEM 4 of the Declarations, the Underwriter’s liability for such Claim will not exceed: (1) the amount for which the Claim could have been settled plus Defense Expenses incurred up to the date the Insureds refused to settle such Claim (the “Settlement Amount”); plus (2) seventy eighty percent (7080%) of any Loss in excess of the Settlement Amount incurred in connection with such Claim. The remaining thirty twenty percent (3020%) of Loss in excess of the Settlement Amount will be carried by the Insureds at their own risk and will be uninsured. (C) The Underwriter will have no obligation to pay Loss, or to defend or continue to defend any Claim, after the Underwriter’s applicable Limits of Liability have been exhausted by the payment of Loss.

Defense and Settlement. (A) It shall be The Underwriter will have the right and duty of the Insureds and not the duty of the Underwriter to defend any Claim covered by under this Coverage Section. The Underwriter shall have Section through counsel of its choice, even if the right allegations of such Claim are groundless, false, or fraudulent; provided, that the Underwriter’s obligation to participate with the Insureds in the investigation, defense and settlement of defend any Claim, including but not limited Claim covered under this Coverage Section is subject to the selection of appropriate defense counsel applicable Retention and the negotiation Underwriter’s applicable Limits of a settlement Liability stated in ITEM 4 of any Claim that appears reasonably likely to be covered in whole or in part by this Coverage Sectionthe Declarations. (B) Upon written request, the Underwriter will pay Defense Expenses owed under this Coverage Section on a current basis. Such advanced payments by the Underwriter shall be repaid to the Underwriter by the Insureds severally according to their respective interests in the event and to the extent that the Insureds shall not be entitled to payment of such Defense Expenses under this Coverage Section. As a condition of any payment of Defense Expenses before the final disposition of a Claim, the Underwriter may require a written undertaking on terms and conditions satisfactory to the Underwriter guaranteeing the repayment of any Defense Expenses paid to or on behalf of any Insured if it is finally determined that any such Claim or portion of any Claim is not covered under this Coverage Section. Except for Defense Expenses paid in accordance with this paragraph (B), the Underwriter will have no obligation to pay any Loss before the final disposition of a Claim. (C) No Insured may admit any liability for any Claim, settle or offer to settle any Claim or incur any Defense Expenses without the Underwriter’s prior written consent. The Underwriter will have the right to make investigations and conduct negotiations and, with the consent of the Insureds, enter into such settlement of any Claim as the Underwriter deems appropriate. If the Insureds refuse to consent to a settlement acceptable to the claimant in accordance with the Underwriter’s recommendation, then, subject to the Underwriter’s applicable Limits of Liability stated in ITEM 4 of the Declarations, the Underwriter’s liability for such Claim will not exceed: (1) the amount for which the Claim could have been settled plus Defense Expenses incurred up to the date the Insureds refused to settle such Claim (the “Settlement Amount”); plus (2) seventy percent (70%) of any Loss in excess of the Settlement Amount incurred in connection with such Claim. The remaining thirty percent (30%) of Loss in excess of the Settlement Amount will be carried by the Insureds at their own risk and will be uninsured. (C) The Underwriter will have no obligation to pay Loss, or to defend or continue to defend any Claim, after the Underwriter’s applicable Limits of Liability have been exhausted by the payment of Loss.

Defense and Settlement. (A) It shall be The Company will have no duty under this Policy to defend any Claim, Pre-Claim Inquiry, or Custodial Detention. The Insured Persons will have the duty of the Insureds and not the duty of the Underwriter to defend any Claim covered by this Coverage Sectionmade against, or Pre-Claim Inquiry or Custodial Detention of, them. The Underwriter shall have the right Insured Persons agree not to participate with the Insureds in the investigation, defense and settlement of any Claim, including but not limited to the selection of appropriate defense counsel and the negotiation of a settlement of any Claim that appears reasonably likely to be covered in whole or in part by this Coverage Section. (B) Upon written request, the Underwriter will pay Defense Expenses owed under this Coverage Section on a current basis. Such advanced payments by the Underwriter shall be repaid to the Underwriter by the Insureds severally according to their respective interests in the event and to the extent that the Insureds shall not be entitled to payment of such Defense Expenses under this Coverage Section. As a condition of any payment of Defense Expenses before the final disposition of a Claim, the Underwriter may require a written undertaking on terms and conditions satisfactory to the Underwriter guaranteeing the repayment of any Defense Expenses paid to or on behalf of any Insured if it is finally determined that any such Claim or portion of any Claim is not covered under this Coverage Section. Except for Defense Expenses paid in accordance with this paragraph (B), the Underwriter will have no obligation to pay any Loss before the final disposition of a Claim. (C) No Insured may admit any liability for any Claim, settle or offer to settle any Claim Claim, or incur any Defense Expenses in connection with any Claim, without the UnderwriterCompany’s prior written consent, such consent not to be unreasonably withheld. The Company is not liable for any settlement or Defense Expenses to which it has not consented when such consent is required. The Insured Persons also agree not to assume any contractual obligation, stipulate to any judgment, or admit any liability with respect to any Claim without the Company’s written consent, which will not be unreasonably withheld, and the Company will not be liable for any such assumed obligation, stipulated judgment, or admission without such written consent. The Underwriter will have the right Specimen With respect to make investigations and conduct negotiations andany Claim, with the consent of the InsuredsPre-Claim Inquiry, enter into such settlement of any Claim as the Underwriter deems appropriate. If the Insureds refuse to consent to a settlement acceptable to the claimant in accordance with the Underwriter’s recommendation, then, subject to the Underwriter’s applicable Limits of Liability stated in ITEM 4 of the Declarationsor Custodial Detention submitted for coverage under this Policy, the Underwriter’s liability for such Claim will not exceed: (1) Company has the amount for which the Claim could have been settled plus Defense Expenses incurred up to the date the Insureds refused to settle such Claim (the “Settlement Amount”); plus (2) seventy percent (70%) of any Loss in excess of the Settlement Amount incurred in connection with such Claim. The remaining thirty percent (30%) of Loss in excess of the Settlement Amount will be carried by the Insureds at their own risk right, and will be uninsuredgiven the opportunity, to effectively associate with the Insured Persons regarding the defense and settlement of such Claim, Pre-Claim Inquiry, or Custodial Detention. The Insured Persons agree to provide the Company with all information, assistance, and cooperation that the Company reasonably requests and that the Insured Persons will do nothing to prejudice the Company’s position or its potential or actual rights of subrogation or recovery; provided, the failure of an Insured Person to cooperate will not impair the rights of any other Insured Person under this Policy. The Company will advance, on behalf of the Insured Persons, Defense Expenses, Pre-Claim Inquiry Expenses, Foreign Accommodation Costs, and Custodial Release Costs that are covered under this Policy. Such Defense Expenses, Pre-Claim Inquiry Expenses, Foreign Accommodation Costs, and Custodial Release Costs will be advanced on a current basis, but no later than 90 days after the date on which the Company’s Claims department receives: (i.) the invoices documenting that such amounts have been incurred; and (ii.) any additional information or documentation reasonably requested by the Company related to such amounts.

Defense and Settlement. (A) A. The Underwriters shall have the right and duty to defend the Insured, subject to the Limit of Liability and all the provisions, terms and conditions of this Policy: 1. any Claim first made against the Insured seeking payment under the terms of this insurance, even if any of the allegations of the Claim are groundless, false or fraudulent; or 2. under Insuring Agreement I.H., any Claim in the form of a Regulatory Proceeding. The Underwriters shall choose defense counsel in conjunction with the Named Insured, but in the event of a dispute, the decision of the Underwriters is final. B. With respect to any Claim against the Insured seeking Damages or Penalties which are payable under the terms of this Policy, the Underwriters will pay Claims Expenses incurred with their prior written consent. It is agreed that the Limit of Liability available to pay Damages and Penalties shall be reduced and may be completely exhausted by payment of Claims Expenses. Damages, Penalties and Claims Expenses shall be applied against the duty Deductible set forth in Item 4. of the Insureds and not the duty of the Underwriter to defend any Claim covered by this Coverage Section. Declarations. C. The Underwriter Underwriters shall have the right to participate make any investigation they deem necessary, including, without limitation, any investigation with the Insureds respect to coverage and statements made in the investigation, defense and settlement of any Claim, including but not limited to the selection of appropriate defense counsel and the negotiation of a settlement of any Claim that appears reasonably likely to be covered in whole or in part by this Coverage Sectionapplication. (B) Upon written request, the Underwriter will pay Defense Expenses owed under this Coverage Section on a current basis. Such advanced payments by the Underwriter shall be repaid to the Underwriter by the Insureds severally according to their respective interests in the event and to the extent that the Insureds shall not be entitled to payment of such Defense Expenses under this Coverage Section. As a condition of any payment of Defense Expenses before the final disposition of a Claim, the Underwriter may require a written undertaking on terms and conditions satisfactory to the Underwriter guaranteeing the repayment of any Defense Expenses paid to or on behalf of any Insured if it is finally determined that any such Claim or portion of any Claim is not covered under this Coverage Section. Except for Defense Expenses paid in accordance with this paragraph (B), the Underwriter will have no obligation to pay any Loss before the final disposition of a Claim. (C) No Insured may admit any liability for any Claim, settle or offer to settle any Claim or incur any Defense Expenses without the Underwriter’s prior written consent. The Underwriter will have the right to make investigations and conduct negotiations and, with the consent of the Insureds, enter into such settlement of any Claim as the Underwriter deems appropriate. D. If the Insureds refuse Insured refuses to consent to a any settlement or compromise recommended by the Underwriters and which is acceptable to the claimant in accordance with and elects to contest the Underwriter’s recommendation, then, subject to the Underwriter’s applicable Limits of Liability stated in ITEM 4 of the DeclarationsClaim, the Underwriter’s Underwriters’ liability for such Claim will any Damages, Penalties and Claims Expenses shall not exceed: (1) exceed the amount for which the Claim could have been settled settled, less the remaining Deductible, plus Defense the Claims Expenses incurred up to the date time of such refusal, or the Insureds refused applicable Limit of Liability, whichever is less, and the Underwriters shall have the right to settle such withdraw from the defense of the Claim (by tendering control of said defense to the “Settlement Amount”); plus (2) seventy percent (70%) Insured. The portion of any Loss proposed settlement or compromise that requires the Insured to cease, limit or refrain from actual or alleged infringing or otherwise injurious activity or is attributable to future royalties or other amounts that are not Damages (or Penalties for Claims covered under Insuring Agreement I.H.) shall not be considered in excess determining the amount for which a Claim could have been settled. E. Subject to the Limit of Liability of this Policy, the Underwriters shall pay all premiums on bonds to release attachments, all premiums on appeal bonds required in any such defended suit, but without any obligation to apply for or furnish such bonds, all costs taxed against the Insured in any suit, all interest accruing after entry of judgment until Underwriters have paid, tendered or deposited in court part of such judgment as does not exceed the Underwriters’ Limit of Liability. F. Subject to the Limit of Liability of this Policy, the Underwriters shall reimburse the Insured for all reasonable expenses, other than loss of earnings, incurred at the Underwriters’ request. G. It is further provided that the Underwriters shall not be obligated to pay any Damages, Penalties, PCI Fines, Expenses and Costs, medical payments or Claims Expenses, or to undertake or continue defense of any Claim after the applicable Limit of the Settlement Amount incurred in connection with such Claim. The remaining thirty percent (30%) Underwriters’ Liability has been exhausted by payment of Loss in excess Damages, Penalties, PCI Fines, Expenses and Costs, medical payments or Claims Expenses or after deposit of the Settlement Amount will be carried remaining applicable Limit of Liability in a court of competent jurisdiction, and that upon such payment, the Underwriters shall have the right to withdraw from the further defense of the Claim by tendering control of said defense to the Insureds at their own risk and will be uninsuredInsured.

Defense and Settlement. (A) It shall be the duty of the Insureds Insured and not the duty of the Underwriter Company to defend any Claim covered by this Coverage Section. The Underwriter shall have Claims made against the right Insured and to participate retain qualified counsel of its own choosing with the Insureds in the investigationCompany’s prior written consent, defense and settlement of any Claim, including but such consent not limited to the selection of appropriate defense counsel and the negotiation of a settlement of be unreasonably withheld. (B) With respect to any Claim that appears reasonably likely to be covered in whole or in part under this Policy, the Company shall have the right and shall be given the opportunity to effectively associate with the Insured, and shall be consulted in advance by this Coverage Sectionthe Insured regarding the investigation, defense and settlement of such Claim, including but not limited to selecting appropriate defense counsel and negotiating any settlement. It shall not be unreasonable for the Company to withhold its consent to the representation of any Insured by another Insured or, if more than one Insured is involved in a Claim, to withhold its consent to separate counsel for one or more of such Insureds, unless there is a material actual or potential conflict of interest among such Insureds. (BC) Upon No Insured shall settle or offer to settle any Claim, incur any Defense Costs, or otherwise assume any contractual obligation or admit any liability with respect to any Claim without the Company's prior written consent, which shall not be unreasonably withheld. The Company shall not be liable for any settlement, Defense Costs, assumed obligation or admission to which it has not given its prior written consent. (D) If any Insured withholds consent to any settlement acceptable to the claimant in accordance with the Company's recommendation (a “Proposed Settlement”), then the Company's liability for all Loss, including Defense Costs, from such Claim shall not exceed the amount of the Proposed Settlement plus Defense Costs incurred up to the date of the Insured’s refusal to consent to the Proposed Settlement of such Claim. (E) The Company shall have no obligation to pay Loss, including Defense Costs, or to defend or continue to defend any Claim, after the Company's applicable Limit of Liability with respect to such Claim has been exhausted by the payment of Loss. If the Company's Limit of Liability is exhausted by the payment of Loss prior to the expiration of this Policy, the Policy premium will be deemed fully earned. The Insured agrees to provide the Company with all information, assistance and cooperation which the Company may reasonably require and agree they will do nothing that may prejudice the Company's position or its potential or actual rights of recovery. The Company shall, upon written request, the Underwriter will pay advance on a current basis Defense Expenses Costs owed under this Coverage Section on a current basis. Such advanced payments by the Underwriter shall be repaid to the Underwriter by the Insureds severally according to their respective interests in the event and to the extent that the Insureds shall not be entitled to payment of such Defense Expenses under this Coverage SectionPolicy. As a condition of any payment of Defense Expenses Costs before the final disposition of a Claim, the Underwriter Company may require a written undertaking on terms and conditions satisfactory to the Underwriter it guaranteeing the repayment of any Defense Expenses Costs paid to or on behalf of any Insured if it is finally determined that any this Policy would not cover Loss incurred by such Claim or portion of any Claim is not covered under this Coverage Section. Except for Defense Expenses paid in accordance with this paragraph (B), the Underwriter will have no obligation to pay any Loss before the final disposition of a Claim. (C) No Insured may admit any liability for any Claim, settle or offer to settle any Claim or incur any Defense Expenses without the Underwriter’s prior written consent. The Underwriter will have the right to make investigations and conduct negotiations and, with the consent of the Insureds, enter into such settlement of any Claim as the Underwriter deems appropriate. If the Insureds refuse to consent to a settlement acceptable to the claimant in accordance with the Underwriter’s recommendation, then, subject to the Underwriter’s applicable Limits of Liability stated in ITEM 4 of the Declarations, the Underwriter’s liability for such Claim will not exceed: (1) the amount for which the Claim could have been settled plus Defense Expenses incurred up to the date the Insureds refused to settle such Claim (the “Settlement Amount”); plus (2) seventy percent (70%) of any Loss in excess of the Settlement Amount incurred in connection with such Claim. The remaining thirty percent (30%) of Loss in excess of the Settlement Amount will be carried by the Insureds at their own risk and will be uninsured.

Defense and Settlement. (A) It Solely with respect to any Liability Coverage Section: (1) The Company shall be have the right and duty of the Insureds and not the duty of the Underwriter to defend any Claim covered by this Policy. Coverage Sectionshall apply even if any of the allegations are groundless, false or fraudulent. The Underwriter shall have the right Company’s duty to participate with the Insureds in the investigation, defense and settlement of any Claim, including but not limited to the selection of appropriate defense counsel and the negotiation of a settlement of defend any Claim that appears reasonably likely to be covered in whole or in part by this Coverage Sectionshall cease upon exhaustion of the applicable Limit of Liability. (B2) Upon written request, the Underwriter will pay Defense Expenses owed under this Coverage Section on a current basis. Such advanced payments by the Underwriter shall be repaid to the Underwriter by the Insureds severally according to their respective interests in the event The Company may make any investigation it deems necessary and to the extent that the Insureds shall not be entitled to payment of such Defense Expenses under this Coverage Section. As a condition of any payment of Defense Expenses before the final disposition of a Claim, the Underwriter may require a written undertaking on terms and conditions satisfactory to the Underwriter guaranteeing the repayment of any Defense Expenses paid to or on behalf of any Insured if it is finally determined that any such Claim or portion of any Claim is not covered under this Coverage Section. Except for Defense Expenses paid in accordance with this paragraph (B), the Underwriter will have no obligation to pay any Loss before the final disposition of a Claim. (C) No Insured may admit any liability for any Claim, settle or offer to settle any Claim or incur any Defense Expenses without the Underwriter’s prior written consent. The Underwriter will have the right to make investigations and conduct negotiations andmay, with the consent of the InsuredsInsured, enter into such make any settlement of any Claim as the Underwriter it deems appropriateexpedient. If the Insureds refuse to any Insured withholds consent to a any settlement acceptable to the claimant in accordance with the UnderwriterCompany’s recommendationrecommendation (a “Proposed Settlement”), then, subject to Section VI Deductible Amount (A)(4) shall not apply and the Underwriter’s applicable Limits of Liability stated in ITEM 4 of the Declarations, the UnderwriterCompany’s liability for all Loss, including Defense Costs, from such Claim will shall not exceed: (1a) the amount for which of the Claim could have been settled Proposed Settlement plus Defense Expenses Costs incurred up to the date of the Insureds refused Insured’s refusal to settle consent to Proposed Settlement of such Claim (the “Settlement Amount”)Claim; plus; (2b) seventy percent (70%) of any Loss Loss, including Defense Costs, in excess of the Settlement Amount amount referenced in paragraph (a) above, incurred in connection with such Claim; subject in all events to the applicable Deductible Amount and the available Limit of Liability set forth in the applicable Declarations. The remaining thirty percent (30%) of Loss any Loss, including Defense Costs, in excess of the Settlement Amount amount referenced in paragraph (a) above will be carried borne by the Insureds Insured uninsured and at their its own risk and risk, notwithstanding anything to the contrary contained in Section X Allocation. (3) No Insured shall settle any Claim, incur any Defense Costs, or otherwise assume any contractual obligation or admit any liability with respect to any Claim without the Company’s written consent, which shall not be unreasonably withheld. The Company shall not be liable for any settlement, Defense Costs, assumed obligation or admission to which it has not consented. (4) The Company will have no obligation to pay Loss, including Defense Costs, or to defend or continue to defend any Claim after the Company’s applicable Limit of Liability with respect to such Claim has been exhausted by the payment of Loss. If the Company’s Limit of Liability is exhausted by the payment of Loss prior to the expiration of this Policy, the Policy premium will be uninsureddeemed fully earned. (5) If the combined maximum aggregate Limit of Liability is purchased as set forth in Item 3 of the Declarations of these General Terms and Conditions, then the Company will have no obligation to pay Loss, including Defense Costs, or to defend or continue to defend any Claim after the Company’s combined maximum aggregate Limit of Liability has been exhausted by the payment of Loss. If the Company’s combined maximum aggregate Limit of Liability is exhausted by the payment of Loss prior to the expiration of this Policy, the Policy premium will be deemed fully earned. (B) With respect to all Coverage Sections: The Insureds agree to provide the Company with all information, assistance and cooperation which the Company reasonably requests and agree they will do nothing that may prejudice the Company’s position or its potential or actual rights of recovery.

Defense and Settlement. A. The Underwriters shall have the right and duty to defend the Insured, subject to the Limit of Liability and all the provisions, terms and conditions of this Policy: 1. any Claim first made against the Insured seeking payment under the terms of this insurance, even if any of the allegations of the Claim are groundless, false or fraudulent; or 2. any Claim in the form of a civil suit against the Insured that seeks injunctive relief (Ameaning a temporary restraining order or a preliminary or permanent injunction) for one or more of the acts listed in Insuring Agreement I.M. 3. under Insuring Agreement I.K., any Claim in the form of a Regulatory Proceeding. The Underwriters shall choose defense counsel in conjunction with the Named Insured, but in the event of a dispute, the decision of the Underwriters is final. B. With respect to any Claim against the Insured seeking Damages or Penalties which are payable under the terms of this Policy, the Underwriters will pay Claims Expenses incurred with their prior written consent. It is agreed that the Limit of Liability available to pay Damages and Penalties shall be reduced and may be completely exhausted by payment of Claims Expenses. Damages, Penalties and Claims Expenses shall be applied against the duty Deductible set forth in Item 5. of the Insureds and not the duty of the Underwriter to defend any Claim covered by this Coverage Section. Declarations. C. The Underwriter Underwriters shall have the right to participate make any investigation they deem necessary, including, without limitation, any investigation with the Insureds respect to coverage and statements made in the investigation, defense and settlement of any Claim, including but not limited to the selection of appropriate defense counsel and the negotiation of a settlement of any Claim that appears reasonably likely to be covered in whole or in part by this Coverage Sectionapplication. (B) Upon written request, the Underwriter will pay Defense Expenses owed under this Coverage Section on a current basis. Such advanced payments by the Underwriter shall be repaid to the Underwriter by the Insureds severally according to their respective interests in the event and to the extent that the Insureds shall not be entitled to payment of such Defense Expenses under this Coverage Section. As a condition of any payment of Defense Expenses before the final disposition of a Claim, the Underwriter may require a written undertaking on terms and conditions satisfactory to the Underwriter guaranteeing the repayment of any Defense Expenses paid to or on behalf of any Insured if it is finally determined that any such Claim or portion of any Claim is not covered under this Coverage Section. Except for Defense Expenses paid in accordance with this paragraph (B), the Underwriter will have no obligation to pay any Loss before the final disposition of a Claim. (C) No Insured may admit any liability for any Claim, settle or offer to settle any Claim or incur any Defense Expenses without the Underwriter’s prior written consent. The Underwriter will have the right to make investigations and conduct negotiations and, with the consent of the Insureds, enter into such settlement of any Claim as the Underwriter deems appropriate. D. If the Insureds refuse Insured refuses to consent to a any settlement or compromise recommended by the Underwriters and which is acceptable to the claimant in accordance with and elects to contest the Underwriter’s recommendation, then, subject to the Underwriter’s applicable Limits of Liability stated in ITEM 4 of the DeclarationsClaim, the Underwriter’s Underwriters’ liability for such Claim will any Damages, Penalties and Claims Expenses shall not exceed: (1) exceed the amount for which the Claim could have been settled settled, less the remaining Deductible, plus Defense the Claims Expenses incurred up to the date time of such refusal, or the Insureds refused applicable Limit of Liability, whichever is less, and the Underwriters shall have the right to settle such withdraw from the defense of the Claim (by tendering control of said defense to the “Settlement Amount”); plus (2) seventy percent (70%) Insured. The portion of any Loss proposed settlement or compromise that requires the Insured to cease, limit or refrain from actual or alleged infringing or otherwise injurious activity or is attributable to future royalties or other amounts that are not Damages (or Penalties for Claims covered under Insuring Agreement I.K.) shall not be considered in excess determining the amount for which a Claim could have been settled. E. Subject to the Limit of Liability of this Policy, the Underwriters shall pay all premiums on bonds to release attachments, all premiums on appeal bonds required in any such defended suit, but without any obligation to apply for or furnish such bonds, all costs taxed against the Insured in any suit, all interest accruing after entry of judgment until Underwriters have paid, tendered or deposited in court part of such judgment as does not exceed the Underwriters’ Limit of Liability. F. Subject to the Limit of Liability of this Policy, the Underwriters shall reimburse the Insured for all reasonable expenses, other than loss of earnings, incurred at the Underwriters’ request. G. It is further provided that the Underwriters shall not be obligated to pay any Damages, Penalties, PCI Fines, Expenses and Costs, medical payments or Claims Expenses, or to undertake or continue defense of any Claim after the applicable Limit of the Settlement Amount incurred in connection with such Claim. The remaining thirty percent (30%) Underwriters’ Liability has been exhausted by payment of Loss in excess Damages, Penalties, PCI Fines, Expenses and Costs, medical payments or Claims Expenses or after deposit of the Settlement Amount will be carried remaining applicable Limit of Liability in a court of competent jurisdiction, and that upon such payment, the Underwriters shall have the right to withdraw from the further defense of the Claim by tendering control of said defense to the Insureds at their own risk and will be uninsuredInsured.

Defense and Settlement. (A) A. It shall be the duty of the Insureds and not the duty of the Underwriter Insurer to defend any Claim. B. The Insureds agree not to settle or offer to settle any Claim, incur any Defense Costs or otherwise assume any contractual obligation or admit any liability with respect to any Claim covered by this Coverage Sectionwithout the prior written consent of the Insurer, which consent shall not be unreasonably withheld. The Underwriter Insurer shall not be liable for any settlement, Defense Costs, assumed obligation or admission to which it has not consented. The Insureds shall promptly send to the Insurer all settlement demands or offers received by any Insured from the claimant(s). However, if the Insureds are able to settle all Claims which are subject to a single Retention for an aggregate amount, including Defense Costs, not exceeding such Retention, the consent of the Insurer shall not be required for the settlement of such Claims. C. The Insurer shall have the right and shall be given the opportunity to participate effectively associate with the Insureds in regarding the investigation, defense and negotiation of any settlement of any Claim. D. The Insureds agree to provide the Insurer with all information, including but not limited assistance and cooperation which the Insurer reasonably requests and agree that, in the event of a Claim, the Insureds will do nothing that shall prejudice the position of the Insurer or its potential or actual rights of recovery. The Insurer may make any investigation it deems necessary. E. Subject to Section XII, Allocation, the Insurer shall, no later than quarterly, advance on behalf of the Insureds covered Defense Costs which the Insureds have incurred in connection with Claims made against them, prior to disposition of such Claims. Any advancement of Defense Costs shall be subject to the selection of appropriate defense counsel and the negotiation of a settlement of any Claim condition that appears reasonably likely to be covered in whole or in part by this Coverage Section. (B) Upon written request, the Underwriter will pay Defense Expenses owed under this Coverage Section on a current basis. Such such advanced payments by the Underwriter amounts shall be repaid to the Underwriter Insurer by the Insureds severally according to their respective interests in the event if and to the extent that the Insureds shall not be entitled to payment of coverage for such Defense Expenses Costs under this Coverage Section. As a condition of any payment of Defense Expenses before the final disposition of a Claim, the Underwriter may require a written undertaking on terms and conditions satisfactory to the Underwriter guaranteeing the repayment of any Defense Expenses paid to or on behalf of any Insured if it is finally determined that any such Claim or portion of any Claim is not covered under this Coverage Section. Except for Defense Expenses paid in accordance with this paragraph (B), the Underwriter will have no obligation to pay any Loss before the final disposition of a ClaimPolicy. (C) No Insured may admit any liability for any Claim, settle or offer to settle any Claim or incur any Defense Expenses without the Underwriter’s prior written consent. The Underwriter will have the right to make investigations and conduct negotiations and, with the consent of the Insureds, enter into such settlement of any Claim as the Underwriter deems appropriate. If the Insureds refuse to consent to a settlement acceptable to the claimant in accordance with the Underwriter’s recommendation, then, subject to the Underwriter’s applicable Limits of Liability stated in ITEM 4 of the Declarations, the Underwriter’s liability for such Claim will not exceed: (1) the amount for which the Claim could have been settled plus Defense Expenses incurred up to the date the Insureds refused to settle such Claim (the “Settlement Amount”); plus (2) seventy percent (70%) of any Loss in excess of the Settlement Amount incurred in connection with such Claim. The remaining thirty percent (30%) of Loss in excess of the Settlement Amount will be carried by the Insureds at their own risk and will be uninsured.