Common use of Defense and Settlement Clause in Contracts

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. 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 Deductible set forth in Item 4. of the Declarations. C. The Underwriters shall have the right to make any investigation they deem necessary, including, without limitation, any investigation with respect to coverage and statements made in the application. D. If the Insured refuses to consent to any settlement or compromise recommended by the Underwriters and which is acceptable to the claimant and elects to contest the Claim, the Underwriters’ liability for any Damages, Penalties and Claims Expenses shall not exceed the amount for which the Claim could have been settled, less the remaining Deductible, plus the Claims Expenses incurred up to the time of such refusal, or the applicable Limit of Liability, whichever is less, and the Underwriters shall have the right to withdraw from the defense of the Claim by tendering control of said defense to the Insured. The portion of any 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 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 Underwriters’ Liability has been exhausted by payment of Damages, Penalties, PCI Fines, Expenses and Costs or Claims Expenses or after deposit of the 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 Insured.

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 (meaning 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.D.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 Deductible set forth in Item 45. of the Declarations. C. The Underwriters shall have the right to make any investigation they deem necessary, including, without limitation, any investigation with respect to coverage and statements made in the application. D. If the Insured refuses to consent to any settlement or compromise recommended by the Underwriters and which is acceptable to the claimant and elects to contest the Claim, the Underwriters’ liability for any Damages, Penalties and Claims Expenses shall not exceed the amount for which the Claim could have been settled, less the remaining Deductible, plus the Claims Expenses incurred up to the time of such refusal, or the applicable Limit of Liability, whichever is less, and the Underwriters shall have the right to withdraw from the defense of the Claim by tendering control of said defense to the Insured. The portion of any 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.I.K.) shall not be considered in 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 Costs, medical payments or Claims Expenses, or to undertake or continue defense of any Claim after the applicable Limit of the Underwriters’ Liability has been exhausted by payment of Damages, Penalties, PCI Fines, Expenses and Costs Costs, medical payments or Claims Expenses or after deposit of the 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 Insured.

Defense and Settlement. A. It shall be the duty of the Insureds and not the duty of the Insurer to defend any Claim . B. The Underwriters 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 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 duty shall be given the opportunity to defend effectively associate with the InsuredInsureds regarding the defense and negotiation of any settlement of any Claim. D. The Insureds agree to provide the 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 necessary. E. If the Insurer recommends a settlement within the Policy Limit of Liability which is acceptable to the claimant, but the Insureds do not consent to such settlement within 30 days of 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 remaining 50% of which shall be borne by the Insureds uninsured and at their own risk. However, this subsection does not apply to any potential settlement that is within the Retention. F. The Insurer shall, on a 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. Any advancement of Defense Costs shall be subject to the Limit of Liability condition that such advanced amounts shall be repaid to the Insurer by the Insureds severally according to their respective interests if and all to the provisions, extent the Insureds shall not be entitled to coverage for such Defense Costs under the 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 Deductible set forth in Item 4. of the Declarations. C. The Underwriters shall have the right to make any investigation they deem necessary, including, without limitation, any investigation with respect to coverage and statements made in the application. D. If the Insured refuses to consent to any settlement or compromise recommended by the Underwriters and which is acceptable to the claimant and elects to contest the Claim, the Underwriters’ liability for any Damages, Penalties and Claims Expenses shall not exceed the amount for which the Claim could have been settled, less the remaining Deductible, plus the Claims Expenses incurred up to the time of such refusal, or the applicable Limit of Liability, whichever is less, and the Underwriters shall have the right to withdraw from the defense of the Claim by tendering control of said defense to the Insured. The portion of any 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 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 Underwriters’ Liability has been exhausted by payment of Damages, Penalties, PCI Fines, Expenses and Costs or Claims Expenses or after deposit of the 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 Insured.

Defense and Settlement. A. It shall be the duty of the Insureds and not the duty of the Insurer to defend any Claim. B. The Underwriters 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, which consent shall not be unreasonably withheld. The 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 duty shall be given the opportunity to defend effectively associate with the InsuredInsureds regarding the defense and negotiation of any settlement of any Claim. D. The Insureds agree to provide the 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 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 Limit of Liability condition that such advanced amounts shall be repaid to the Insurer by the Insureds severally according to their respective interests if and all to the provisions, extent the Insureds shall not be entitled to coverage for such Defense Costs under the 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 Deductible set forth in Item 4. of the Declarations. C. The Underwriters shall have the right to make any investigation they deem necessary, including, without limitation, any investigation with respect to coverage and statements made in the application. D. If the Insured refuses to consent to any settlement or compromise recommended by the Underwriters and which is acceptable to the claimant and elects to contest the Claim, the Underwriters’ liability for any Damages, Penalties and Claims Expenses shall not exceed the amount for which the Claim could have been settled, less the remaining Deductible, plus the Claims Expenses incurred up to the time of such refusal, or the applicable Limit of Liability, whichever is less, and the Underwriters shall have the right to withdraw from the defense of the Claim by tendering control of said defense to the Insured. The portion of any 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 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 Underwriters’ Liability has been exhausted by payment of Damages, Penalties, PCI Fines, Expenses and Costs or Claims Expenses or after deposit of the 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 Insured.

Defense and Settlement. A. (A) The Underwriters shall Underwriter will 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 covered under the terms this Coverage Section through counsel of this insuranceits choice, even if any of the allegations of the such Claim are groundless, false false, or fraudulent; or 2. under Insuring Agreement I.D.provided, that the Underwriter’s obligation to defend any Claim in covered under this Coverage Section is subject to the form of a Regulatory Proceeding. The Underwriters shall choose defense counsel in conjunction with applicable Retention and 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 Underwriter’s applicable Limits 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 Deductible set forth stated in Item 4. ITEM 4 of the Declarations. C. (B) 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 Underwriters shall Underwriter will have the right to make investigations and conduct negotiations and, with the consent of the Insureds, enter into such settlement of any investigation they deem necessary, including, without limitation, any investigation with respect to coverage and statements made in Claim as the application. D. Underwriter deems appropriate. If the Insured refuses Insureds refuse to consent to any a settlement or compromise recommended by the Underwriters and which is acceptable to the claimant and elects in accordance with the Underwriter’s recommendation, then, subject to contest the ClaimUnderwriter’s applicable Limits of Liability stated in ITEM 4 of the Declarations, the Underwriters’ Underwriter’s liability for any Damages, Penalties and Claims Expenses shall such Claim will not exceed exceed: (1) the amount for which the Claim could have been settled, less the remaining Deductible, settled plus the Claims Defense Expenses incurred up to the time date the Insureds refused to settle such Claim (the “Settlement Amount”); plus (2) eighty percent (80%) of such refusal, or the applicable Limit of Liability, whichever is less, and the Underwriters shall have the right to withdraw from the defense any Loss in excess of the Claim by tendering control of said defense to the InsuredSettlement Amount incurred in connection with such Claim. The portion remaining twenty percent (20%) of any proposed settlement or compromise that requires Loss in excess of 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 Settlement Amount will be considered in determining carried by the amount for which a Claim could have been settledInsureds at their own risk and will be uninsured. 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 (C) The Underwriter will have no 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 ExpensesLoss, or to undertake defend or continue defense of to defend any Claim Claim, after the Underwriter’s applicable Limit Limits of the Underwriters’ Liability has have been exhausted by the payment of Damages, Penalties, PCI Fines, Expenses and Costs or Claims Expenses or after deposit of the 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 InsuredLoss.

Defense and Settlement. A. (A) Solely with respect to any Liability Coverage Section: (1) The Underwriters Company shall have the right and duty to defend the Insured, subject to the Limit of Liability and all the provisions, terms and conditions of any Claim covered by this Policy: 1. any Claim first made against the Insured seeking payment under the terms of this insurance, Coverage shall apply even if any of the allegations of the Claim are groundless, false or fraudulent; or 2. under Insuring Agreement I.D., The Company’s duty to defend any Claim shall cease upon exhaustion of the applicable Limit of Liability. (2) The Company may make any investigation it deems necessary and may, with the consent of the Insured, make any settlement of any Claim it deems expedient. If any Insured withholds consent to any settlement acceptable to the claimant in accordance with the Company’s recommendation (a “Proposed Settlement”), Section VI Deductible Amount (A)(4) shall not apply and the Company’s liability for all Loss, including Defense Costs, from such Claim shall not exceed: (a) the amount of the Proposed Settlement plus Defense Costs incurred up to the date of the Insured’s refusal to consent to Proposed Settlement of such Claim; plus; (b) seventy percent (70%) of any Loss, including Defense Costs, in excess of the 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 form of a Regulatory Proceedingapplicable Declarations. The Underwriters shall choose defense counsel remaining thirty percent (30%) of any Loss, including Defense Costs, in conjunction with the Named Insured, but in the event of a dispute, the decision excess of the Underwriters is finalamount referenced in paragraph (a) above will be borne by the Insured uninsured and at its own risk, notwithstanding anything to the contrary contained in Section X Allocation. B. With (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 against without the Insured seeking Damages Company’s written consent, which shall not be unreasonably withheld. The Company shall not be liable for any settlement, Defense Costs, assumed obligation or Penalties admission to which are payable under 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 terms 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 Underwriters Policy premium will pay Claims Expenses incurred with their prior written consent. It is agreed that be deemed fully earned. (5) If the combined maximum aggregate 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 Deductible is purchased as set forth in Item 4. 3 of the Declarations. C. The Underwriters shall Declarations of these General Terms and Conditions, then the Company will have the right no obligation to make any investigation they deem necessarypay Loss, including, without limitation, any investigation with respect to coverage and statements made in the application. D. If the Insured refuses to consent to any settlement or compromise recommended by the Underwriters and which is acceptable to the claimant and elects to contest the Claim, the Underwriters’ liability for any Damages, Penalties and Claims Expenses shall not exceed the amount for which the Claim could have been settled, less the remaining Deductible, plus the Claims Expenses incurred up to the time of such refusalincluding Defense Costs, or to defend or continue to defend any Claim after the applicable Limit of Liability, whichever is less, and the Underwriters shall have the right to withdraw from the defense of the Claim by tendering control of said defense to the Insured. The portion of any 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 determining the amount for which a Claim could have been settled. E. Subject to 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 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 LiabilityPolicy premium will be deemed fully earned. F. Subject (B) With respect to all Coverage Sections: The Insureds agree to provide the Limit 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 Liability of this Policy, the Underwriters shall reimburse the Insured for all reasonable expenses, other than loss of earnings, incurred at the Underwriters’ requestrecovery. 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 Underwriters’ Liability has been exhausted by payment of Damages, Penalties, PCI Fines, Expenses and Costs or Claims Expenses or after deposit of the 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 Insured.

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. under Insuring Agreement I.D.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 Deductible set forth in Item 4. of the Declarations. C. The Underwriters shall have the right to make any investigation they deem necessary, including, without limitation, any investigation with respect to coverage and statements made in the application. D. If the Insured refuses to consent to any settlement or compromise recommended by the Underwriters and which is acceptable to the claimant and elects to contest the Claim, the Underwriters’ liability for any Damages, Penalties and Claims Expenses shall not exceed the amount for which the Claim could have been settled, less the remaining Deductible, plus the Claims Expenses incurred up to the time of such refusal, or the applicable Limit of Liability, whichever is less, and the Underwriters shall have the right to withdraw from the defense of the Claim by tendering control of said defense to the Insured. The portion of any 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.I.H.) shall not be considered in 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 Costs, medical payments or Claims Expenses, or to undertake or continue defense of any Claim after the applicable Limit of the Underwriters’ Liability has been exhausted by payment of Damages, Penalties, PCI Fines, Expenses and Costs Costs, medical payments or Claims Expenses or after deposit of the 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 Insured.

Defense and Settlement. A. The Underwriters shall Company will have no duty under this Policy to defend any Claim, Pre-Claim Inquiry, or Custodial Detention. The Insured Persons will 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 against, or Pre-Claim Inquiry or Custodial Detention of, them. The Insured Persons agree not to settle or offer to settle any Claim, or incur any Defense Expenses in connection with any Claim, without the Company’s 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 seeking payment under the terms of this insurancePersons also agree not to assume any contractual obligation, even if stipulate to any of the allegations of the Claim are groundlessjudgment, false or fraudulent; or 2. under Insuring Agreement I.D., admit any liability with respect to any Claim in without the form of a Regulatory ProceedingCompany’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 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. Specimen With respect to any Claim, Pre-Claim against the Insured seeking Damages Inquiry, or Penalties which are payable Custodial Detention submitted for coverage under the terms of this Policy, the Underwriters Company has the right, and will pay Claims Expenses incurred be given the opportunity, to effectively associate with their prior written consentthe Insured Persons regarding the defense and settlement of such Claim, Pre-Claim Inquiry, or Custodial Detention. It is agreed The Insured Persons agree to provide the Company with all information, assistance, and cooperation that the Limit Company reasonably requests and that the Insured Persons will do nothing to prejudice the Company’s position or its potential or actual rights of Liability available subrogation or recovery; provided, the failure of an Insured Person to pay Damages and Penalties shall be reduced and may be completely exhausted by payment cooperate will not impair the rights of Claims Expensesany other Insured Person under this Policy. DamagesThe Company will advance, Penalties and Claims Expenses shall be applied against the Deductible set forth in Item 4. on behalf of the DeclarationsInsured 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. C. The Underwriters shall have the right to make ) any investigation they deem necessary, including, without limitation, any investigation with respect to coverage and statements made in the application. D. If the Insured refuses to consent to any settlement additional information or compromise recommended documentation reasonably requested by the Underwriters and which is acceptable Company related to the claimant and elects to contest the Claim, the Underwriters’ liability for any Damages, Penalties and Claims Expenses shall not exceed the amount for which the Claim could have been settled, less the remaining Deductible, plus the Claims Expenses incurred up to the time of such refusal, or the applicable Limit of Liability, whichever is less, and the Underwriters shall have the right to withdraw from the defense of the Claim by tendering control of said defense to the Insured. The portion of any 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 determining the amount for which a Claim could have been settledamounts. 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 Underwriters’ Liability has been exhausted by payment of Damages, Penalties, PCI Fines, Expenses and Costs or Claims Expenses or after deposit of the 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 Insured.

Defense and Settlement. A. The Underwriters (A) It shall be the duty of the Insured and not the duty of the Company to defend Claims made against the Insured and to retain qualified counsel of its own choosing with the Company’s prior written consent, such consent not to 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 duty shall be given the opportunity to defend effectively associate with the Insured, subject and shall be consulted in advance by the 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 Limit representation of Liability and all the provisionsany Insured by another Insured or, terms and conditions if more than one Insured is involved in a Claim, to withhold its consent to separate counsel for one or more of this Policy: 1. any Claim first made against the Insured seeking payment under the terms such Insureds, unless there is a material actual or potential conflict 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 finalinterest among such Insureds. B. With (C) 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 against 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 seeking Damages 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 Penalties which are payable under to defend or continue to defend any Claim, after the terms 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 Underwriters Policy premium will pay Claims Expenses incurred be deemed fully earned. The Insured agrees to provide the Company with their prior 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 consentrequest, advance on a current basis Defense Costs owed under this Policy. It is agreed that the Limit As a condition of Liability available to pay Damages and Penalties shall be reduced and may be completely exhausted by any payment of Claims Expenses. Damages, Penalties and Claims Expenses shall be applied against Defense Costs before the Deductible set forth in Item 4. final disposition of the Declarations. C. The Underwriters shall have the right to make any investigation they deem necessary, including, without limitation, any investigation with respect to coverage and statements made in the application. D. If the Insured refuses to consent to any settlement or compromise recommended by the Underwriters and which is acceptable to the claimant and elects to contest the a Claim, the Underwriters’ liability for any Damages, Penalties Company may require a written undertaking on terms and Claims Expenses shall not exceed conditions satisfactory to it guaranteeing the amount for which the Claim could have been settled, less the remaining Deductible, plus the Claims Expenses incurred up to the time of such refusal, or the applicable Limit of Liability, whichever is less, and the Underwriters shall have the right to withdraw from the defense of the Claim by tendering control of said defense to the Insured. The portion repayment of any proposed settlement or compromise Defense Costs paid on behalf of any Insured if it is finally determined 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 this Policy would not Damages (or Penalties for Claims covered under Insuring Agreement I.D.) shall not be considered in 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 cover Loss incurred by 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 connection with such judgment as does not exceed the Underwriters’ Limit of LiabilityClaim. 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 Underwriters’ Liability has been exhausted by payment of Damages, Penalties, PCI Fines, Expenses and Costs or Claims Expenses or after deposit of the 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 Insured.

Defense and Settlement. A. (A) The Underwriters shall Underwriter will 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 covered under the terms this Coverage Section through counsel of this insuranceits choice, even if any of the allegations of the such Claim are groundless, false false, or fraudulent; or 2. under Insuring Agreement I.D.provided, that the Underwriter’s obligation to defend any Claim in covered under this Coverage Section is subject to the form of a Regulatory Proceeding. The Underwriters shall choose defense counsel in conjunction with applicable Retention and 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 Underwriter’s applicable Limits 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 Deductible set forth stated in Item 4. ITEM 4 of the Declarations. C. (B) 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 Underwriters shall Underwriter will have the right to make investigations and conduct negotiations and, with the consent of the Insureds, enter into such settlement of any investigation they deem necessary, including, without limitation, any investigation with respect to coverage and statements made in Claim as the application. D. Underwriter deems appropriate. If the Insured refuses Insureds refuse to consent to any a settlement or compromise recommended by the Underwriters and which is acceptable to the claimant and elects in accordance with the Underwriter’s recommendation, then, subject to contest the ClaimUnderwriter’s applicable Limits of Liability stated in ITEM 4 of the Declarations, the Underwriters’ Underwriter’s liability for any Damages, Penalties and Claims Expenses shall such Claim will not exceed exceed: (1) the amount for which the Claim could have been settled, less the remaining Deductible, settled plus the Claims Defense Expenses incurred up to the time date the Insureds refused to settle such Claim (the “Settlement Amount”); plus (2) seventy percent (70%) of such refusal, or the applicable Limit of Liability, whichever is less, and the Underwriters shall have the right to withdraw from the defense any Loss in excess of the Claim by tendering control of said defense to the InsuredSettlement Amount incurred in connection with such Claim. The portion remaining thirty percent (30%) of any proposed settlement or compromise that requires Loss in excess of 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 Settlement Amount will be considered in determining carried by the amount for which a Claim could have been settledInsureds at their own risk and will be uninsured. 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 (C) The Underwriter will have no 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 ExpensesLoss, or to undertake defend or continue defense of to defend any Claim Claim, after the Underwriter’s applicable Limit Limits of the Underwriters’ Liability has have been exhausted by the payment of Damages, Penalties, PCI Fines, Expenses and Costs or Claims Expenses or after deposit of the 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 InsuredLoss.

Defense and Settlement. A. The Underwriters shall Company has no duty under this Policy to defend any Claim. The Insureds have the right and duty to defend Claims made against them. The Insureds agree not to settle or offer to settle any Claim, or incur any Defense Expenses or Interview Expenses in connection with any Claim, without the InsuredCompany’s written consent; provided, subject that if the Insureds are able to fully and finally settle or otherwise dispose of any Claim, for an amount, including Defense Expenses or Interview Expenses, not to exceed the Limit of Liability and all applicable Retention, the provisionsCompany’s consent will not be required. The Company is not liable for any settlement, terms and conditions of this Policy: 1Defense Expenses, or Interview Expenses to which it has not consented. The Insureds also agree not to assume any contractual obligation, stipulate to any judgment, or admit any liability with respect to any Claim first made against without the Insured seeking payment under Company’s written consent, and the terms of this insuranceCompany will not be liable for any such assumed obligation, even if any of the allegations of the Claim are groundlessstipulated judgment, false or fraudulent; or 2admission without such written consent. 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 submitted for coverage under the terms of this Policy, the Underwriters Company has the right, and will pay Claims Expenses incurred be given the opportunity, to effectively associate with, and be consulted in advance by, the Insured regarding the investigation, defense, and settlement of such Claim, including the selection of appropriate defense counsel and any settlement negotiations. The Insured agrees to provide the Company with their prior written consent. It is agreed all information, assistance, and cooperation that the Limit Company reasonably requests. Failure of Liability available an Insured Person to pay Damages and Penalties shall be reduced and provide the Company with such information, assistance, or cooperation will not impair the rights of another Insured Person under this Policy. In the event of a Claim, the Insureds will do nothing to prejudice the Company’s position or its potential or actual rights of subrogation or recovery. The Company may be completely exhausted by payment of Claims Expenses. Damages, Penalties and Claims Expenses shall be applied against the Deductible set forth in Item 4. of the Declarations. C. The Underwriters shall have the right to make any investigation they deem it deems necessary. The Company will advance, includingon behalf of the Insureds, without limitationDefense Expenses, Interview Expenses, or Investigation Expenses that the Company believes to be covered under this Policy and are incurred in connection with a Claim first made against them during the Policy Period, or any investigation with respect to coverage and statements made in the application. D. If the Insured refuses to consent to any settlement or compromise recommended by the Underwriters and which is acceptable applicable Extended Reporting Period; provided, that to the claimant and elects to contest the Claimextent it is finally established that any such Defense Expenses, the Underwriters’ liability for any Damages, Penalties and Claims Expenses shall not exceed the amount for which the Claim could have been settled, less the remaining Deductible, plus the Claims Expenses incurred up to the time of such refusalInterview Expenses, or the applicable Limit of Liability, whichever is less, and the Underwriters shall have the right to withdraw from the defense of the Claim by tendering control of said defense to the Insured. The portion of any 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 Investigation Expenses are not Damages (or Penalties for Claims covered under Insuring Agreement I.D.) shall not be considered in 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 Insureds, severally according to release attachmentstheir interests, all premiums on appeal bonds required in any agree to repay the Company such defended suitDefense Expenses, but without any obligation to apply for or furnish such bondsInterview Expenses, all costs taxed against the Insured in any suitand Investigation Expenses. Such Defense Expenses, 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 Interview Expenses, or Investigation Expenses will be advanced within 90 days of the date when the Company’s Claims department receives: (i) the invoices documenting that such Defense Expenses, Interview Expenses, or Investigation Expenses have been incurred; and (ii) any additional information or documentation reasonably requested by the Company related to undertake such Defense Expenses, Interview Expenses, or continue defense Investigation Expenses. The Company may, with the written consent of the Insured, settle any Claim after for a monetary amount that the applicable Limit of Company deems reasonable. The Company and the Underwriters’ Liability has been exhausted by payment of Damages, Penalties, PCI Fines, Expenses and Costs or Claims Expenses or after deposit of the remaining applicable Limit of Liability Insureds will not unreasonably withhold any consent referenced 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 Insuredthis section.

Defense and Settlement. A. The Underwriters Insurer shall have the right and duty to defend the Insured, subject to the Limit of Liability and all the provisions, terms and conditions of any Claim covered by 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 in such Claim are groundless, false or fraudulent; or. 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 Insurer shall thereafter advance Defense Costs covered under this Policy in excess of the applicable Retention, subject to repayment to the Insurer by the Insureds, severally according to their interests, if and to the extent that such Defense Costs are later determined not to be covered under this Policy. 2. under Insuring Agreement I.D., B. The Insurer’s duty to defend any Claim in shall cease upon exhaustion of the form Limit of a Regulatory ProceedingLiability. C. 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, which shall not be unreasonably withheld. The Underwriters Insurer shall choose defense counsel in conjunction 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 effectively associate with the Named InsuredInsureds regarding the defense and negotiation of any settlement of any Claim. E. The Insureds agree to provide the Insurer with all information, but assistance and cooperation which the Insurer reasonably requests and agree that, in the event of a disputeClaim, the decision Insureds will do nothing that shall prejudice the position of the Underwriters is finalInsurer or its potential or actual rights of recovery. The Insurer may make any investigation it deems necessary. B. With respect to any Claim against F. If the Insured seeking Damages or Penalties which are payable under Insurer recommends a settlement within the terms of this Policy, the Underwriters will pay Claims Expenses incurred with their prior written consent. It is agreed that the Policy 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 Deductible set forth in Item 4. of the Declarations. C. The Underwriters shall have the right to make any investigation they deem necessary, including, without limitation, any investigation with respect to coverage and statements made in the application. D. If the Insured refuses to consent to any settlement or compromise recommended by the Underwriters and which is acceptable to the claimant and elects claimant, but the Insureds do not consent to contest such settlement within 30 days of the Claimdate the Insureds are first made aware of the potential settlement, the Underwriters’ Insurer’s liability for any Damages, Penalties and Claims Expenses all Loss on account of such Claim shall not exceed exceed: (i) the amount for which the Claim Insurer could have been settledsettled 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) 70% of all subsequent covered Loss in excess of such amount, less the remaining Deductible, plus 30% of which shall be borne by the Claims Expenses incurred up to the time of such refusal, or the applicable Limit of Liability, whichever is less, Insureds uninsured and the Underwriters shall have the right to withdraw from the defense of the Claim by tendering control of said defense to the Insured. The portion of any 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 determining the amount for which a Claim could have been settledat their own risk. 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 Underwriters’ Liability has been exhausted by payment of Damages, Penalties, PCI Fines, Expenses and Costs or Claims Expenses or after deposit of the 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 Insured.

Defense and Settlement. A. (A) Solely with respect to any Liability Coverage Section: (1) The Underwriters Company shall have the right and duty to defend the Insured, subject to the Limit of Liability and all the provisions, terms and conditions of any Claim covered by this Policy: 1. any Claim first made against the Insured seeking payment under the terms of this insurance, Coverage shall apply even if any of the allegations of the Claim are groundless, false or fraudulent; or 2. under Insuring Agreement I.D., The Company’s duty to defend any Claim shall cease upon exhaustion of the applicable Limit of Liability. (2) The Company may make any investigation it deems necessary and may, with the consent of the Insured, make any settlement of any Claim it deems expedient. If any Insured withholds consent to any settlement acceptable to the claimant in accordance with the Company’s recommendation (a “Proposed Settlement”), Section VI Deductible Amount (A)(4) shall not apply and the Company’s liability for all Loss, including Defense Costs, from such Claim shall not exceed: (a) the amount of the Proposed Settlement plus Defense Costs incurred up to the date of the Insured’s refusal to consent to Proposed Settlement of such Claim; plus; (b) seventy percent (70%) of any Loss, including Defense Costs, in excess of the 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 form of a Regulatory ProceedingDeclarations. The Underwriters shall choose defense counsel remaining thirty percent (30%) of any Loss, including Defense Costs, in conjunction with the Named Insured, but in the event of a dispute, the decision excess of the Underwriters is finalamount referenced in paragraph (a) above will be borne by the Insured uninsured and at its own risk, notwithstanding anything to the contrary contained in Section X Allocation. B. With (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 against without the Insured seeking Damages Company’s written consent, which shall not be unreasonably withheld. The Company shall not be liable for any settlement, Defense Costs, assumed obligation or Penalties admission to which are payable under 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 terms 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 Underwriters Policy premium will pay Claims Expenses incurred with their prior written consent. It is agreed that be deemed fully earned. (5) If the combined maximum aggregate 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 Deductible is purchased as set forth in Item 4. 3 of the Declarations. C. The Underwriters shall , then the Company will have the right no obligation to make any investigation they deem necessarypay Loss, including, without limitation, any investigation with respect to coverage and statements made in the application. D. If the Insured refuses to consent to any settlement or compromise recommended by the Underwriters and which is acceptable to the claimant and elects to contest the Claim, the Underwriters’ liability for any Damages, Penalties and Claims Expenses shall not exceed the amount for which the Claim could have been settled, less the remaining Deductible, plus the Claims Expenses incurred up to the time of such refusalincluding Defense Costs, or to defend or continue to defend any Claim after the applicable Limit of Liability, whichever is less, and the Underwriters shall have the right to withdraw from the defense of the Claim by tendering control of said defense to the Insured. The portion of any 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 determining the amount for which a Claim could have been settled. E. Subject to 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 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 LiabilityPolicy premium will be deemed fully earned. F. Subject (B) With respect to all Coverage Sections: The Insureds agree to provide the Limit 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 Liability of this Policy, the Underwriters shall reimburse the Insured for all reasonable expenses, other than loss of earnings, incurred at the Underwriters’ requestrecovery. 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 Underwriters’ Liability has been exhausted by payment of Damages, Penalties, PCI Fines, Expenses and Costs or Claims Expenses or after deposit of the 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 Insured.

Defense and Settlement. A. The Underwriters shall Company has no duty under this Policy to defend any Claim. The Insureds 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 insurancethem. Specimen The Insureds agree not to settle, even if any of the allegations of the Claim are groundless, false or fraudulent; or 2. under Insuring Agreement I.D.offer to settle, any Claim or incur any Defense Expenses in connection with any Claim without the form of a Regulatory ProceedingCompany’s written consent. The Underwriters shall choose Company is not liable for any settlement or Defense Expenses to which it has not consented when such consent is required; provided that if the Insureds are able to fully and finally settle or otherwise dispose of any Claim, including Defense Expenses, for an amount not exceeding the applicable Retention set forth in ITEM 5 of the Declarations, the Company’s consent will not be required. The Insureds also agree not to assume any contractual obligation, stipulate to any judgment, admit any liability, voluntarily make any payment, confess, or otherwise agree to any damages or judgments with respect to any Claim without the Company’s written consent. The Company will not be liable for any such assumed obligation, stipulated judgment, or admission without such written consent. With respect to any Claim submitted for coverage under this Policy, the Company has the right, and will be given the opportunity to, effectively associate and consult in advance, by the Insureds regarding: (i) the selection of appropriate defense counsel in conjunction counsel; (ii) substantive defense strategies, including decisions regarding the filing and content of substantive motions; and (iii) settlement negotiations. The Insureds agree: (i) to provide the Company with all information, assistance, and cooperation that the Named Insured, but Company reasonably requests; and (ii) in the event of a disputeClaim, the decision Insureds will do nothing to prejudice the Company’s position or its potential or actual rights of subrogation or recovery. The Company may make any investigation it deems necessary. On a current basis and prior to disposition of a Claim, the Company will advance on behalf of the Underwriters is final. B. With respect to Insureds, Defense Expenses that the Company believes are covered under this Policy and are incurred in connection with any Claim for a Wrongful Act, occurring before or during the Policy Period, that is made against the Insured seeking Damages during the Policy Period or Penalties which any applicable Extended Reporting Period; provided that to the extent it is finally established that any advanced Defense Expenses are payable not covered under the terms of this Policy, the Underwriters Insureds, severally according to their interests, agree to repay the Company for such Defense Expenses. The Company may, with the written consent of the Insured, settle any Claim for a monetary amount that the Company deems reasonable. If the Insured Organization withholds consent to such settlement, the Company’s liability for all Loss arising from such Claim will pay Claims not exceed: (i) the amount for which the Company could have settled such Claim; plus (ii) Defense 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 Deductible set forth in Item 4. as of the Declarations. C. date such settlement was proposed in writing by the Company to the Insured Organization. The Underwriters Company and the Insureds will not unreasonably withhold any consent referenced in this Defense and Settlement section. The Company shall have the right to make appeal any investigation they deem necessary, including, without limitation, any investigation judgment with respect to coverage and statements made any Claim covered, in the application. D. If the Insured refuses to consent to any settlement whole or compromise recommended in part, by the Underwriters and which is acceptable to the claimant and elects to contest the Claim, the Underwriters’ liability for any Damages, Penalties and Claims Expenses shall not exceed the amount for which the Claim could have been settled, less the remaining Deductible, plus the Claims Expenses incurred up to the time of such refusal, or the applicable Limit of Liability, whichever is less, this Policy and the Underwriters expense of appealing such judgment shall have the right to withdraw from the defense be part of the Claim by tendering control of said defense to the Insured. The portion of any 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 determining the amount for which a Claim could have been settledDefense Expenses. 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 Underwriters’ Liability has been exhausted by payment of Damages, Penalties, PCI Fines, Expenses and Costs or Claims Expenses or after deposit of the 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 Insured.

Defense and Settlement. A. 1. The Underwriters shall have Insurer has the right and duty to defend any covered Claim made against the InsuredInsured even if such Claim is without merit, subject false or fraudulent. The Insurer has the right to appoint defense counsel to investigate and defend a covered Claim as the Limit of Liability and all Insurer deems necessary. 2. The Insured will not: a. incur any Loss, including, without limitation, Defense Expenses, without the provisionsInsurer’s prior written consent which will not be unreasonably withheld; x. xxxxxx, negotiate or offer to settle, any Claim without the Insurer’s prior written consent which will not be unreasonably withheld; provided, however, that the Insured may, at its own risk against the terms and conditions of this Policy: 1. any , settle a Claim first made against with full releases for all applicable Insureds or make an Extortion Payment if the Insured seeking payment under total Loss attributable to such Claim or Extortion Payment does not exceed the terms of this insurance, even if any of the allegations of the Claim are groundless, false or fraudulentapplicable Retention; or 2c. admit or assume liability without the Insurer’s prior written consent which will not be unreasonably withheld. under Insuring Agreement I.D.The Insurer will not be liable for any Loss related to a settlement, negotiation, offer, assumed obligation or admission to which it has not consented, such consent not to be unreasonably withheld. 3. The Insurer will not settle any Claim in without the form written consent of a Regulatory Proceedingan Insured. The Underwriters shall choose defense counsel in conjunction with the Named InsuredHowever, 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 Deductible set forth in Item 4. of the Declarations. C. The Underwriters shall have the right to make any investigation they deem necessary, including, without limitation, any investigation with respect to coverage and statements made in the application. D. If if the Insured refuses to consent to any a settlement or compromise recommended by the Underwriters Insurer and which is acceptable to the claimant and elects to contest the Claimclaimant, the Underwriters’ Insurer’s total liability for any Damages, Penalties and Claims Expenses shall Loss will not exceed exceed: a. the amount for which the Claim could have been settled, less the remaining Deductible, plus the Claims settled and Defense Expenses incurred up to the time the Insurer made its recommendation to settle to the Insured; plus b. sixty percent (60%) of the amount of Damages in excess of such refusal, or the applicable Limit of Liability, whichever is less, and the Underwriters shall have the right to withdraw from the defense of settlement amount for which the Claim by tendering control could have been settled and sixty percent (60%) of said defense Defense Expenses incurred after the time the Insurer made its settlement recommendation to the Insured. The portion of any proposed settlement or compromise that requires foregoing notwithstanding, in no event will the Insured Insurer’s obligation 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 determining the amount for which a Claim could have been settled. E. Subject to pay exceed the Limit of Liability under the Policy. 4. The Insured will not need prior written consent for the retention of this Policy, any service provider on the Underwriters shall pay all premiums on bonds panel of CyberChoice First Responders. 5. The Insurer’s duty to release attachments, all premiums on appeal bonds required in defend ceases upon the exhaustion of 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’ applicable 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 Underwriters’ Liability has been exhausted by payment of Damages, Penalties, PCI Fines, Expenses and Costs or Claims Expenses or after deposit of the 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 Insured.