BUSINESS AND MANAGEMENT INDEMNITY POLICY DECLARATIONS

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)~ SCOTTSDALE INSURANCE COMPANY A Stock Insurance Company, herein called the Insurer Home Office: One Nationwide Plaza Columbus, Ohio Administrative Office: 8877 North Gainey Center Drive Scottsdale,
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)~ SCOTTSDALE INSURANCE COMPANY A Stock Insurance Company, herein called the Insurer Home Office: One Nationwide Plaza Columbus, Ohio Administrative Office: 8877 North Gainey Center Drive Scottsdale, Arizona BUSINESS AND MANAGEMENT INDEMNITY POLICY DECLARATIONS THE EMPLOYMENT PRACTICES, DIRECTORS AND OFFICERS AND COMPANY, FIDUCIARY, TECHNOLOGY MEDIA AND PROFESSIONAL SERVICES AND MISCELLANEOUS PROFESSIONAL SERVICES COVERAGE SECTIONS OF THIS POLICY, WHICHEVER ARE APPLICABLE, COVER ONLY CLAIMS FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD OR, IF ELECTED, THE EXTENDED PERIOD AND REPORTED TO THE INSURER PURSUANT TO THE TERMS OF THE RELEVANT COVERAGE SECTION. THE CRIME COVERAGE SECTION, IF APPLICABLE, APPLIES ONLY TO LOSS DISCOVERED DURING THE POLICY PERIOD. PLEASE READ THIS POLICY CAREFULLY. THE LIMITS OF LIABILITY AVAILABLE TO PAY INSURED LOSS SHALL BE REDUCED BY AMOUNTS INCURRED FOR COSTS, CHARGES AND EXPENSES, UNLESS OTHERWISE PROVIDED HEREIN. AMOUNTS INCURRED FOR COSTS, CHARGES AND EXPENSES AND LOSS SHALL ALSO BE APPLIED AGAINST THE RETENTION AND DEDUCTIBLE AMOUNTS. TERMS THAT APPEAR IN BOLDFACE TYPE HAVE SPECIAL MEANING. PLEASE REFER TO THE APPROPRIATE DEFINITIONS SECTIONS OF THIS POLICY. Item 1. Parent Commercial Industrial Building Owner's Alliance Policy No.: EKS Company 655 North Central Avenue. Suite Agent No.: & Mailing Glendale, CA Renewal No.: Address: Agent Name E-Risk Services, LLC & Mailing Northwest Professional Center Address: 227 US Hwy 206 Principal Address, if different from mailing address: Suite 302 Flanders, NJ Item 2. Policy Period: From 31-MAR-2010 to 31-MAR :01 A.M. local time at Principal Address shown above. EK-D-1 (4-08) Page 1 of 3 Item 3. Coverage Section(s) and Limit of Liability Employment Practices Coverage Section 1. Limit of Liabiiity: a. $5,000,000 aggregate for all Loss, subject to 1.b. and 1.c. immediately below. b. iq additional aggregate for all Costs, Charges and Expenses, subject to 1.c. immediately below. c. $5,000,000 maximum aggregate for this Coverage Section 2, Retention: a. $10,000 each Employment Practices Claim b. $10,000 each Third-Party Claim 3. Continuity Date: March 31, Third-Party Coverage:...,... [8] Yes o No Miscellaneous Professional Services Coverage Section Item 4, Premium: Item 5. Item Limit of Liability: a. $5,000,000 each Claim for this Coverage Section b. $5,000,000 in the aggregate for this Coverage Section 2. Retention $10,000 each Claim 3. Retroactive Date: March 31, Continuity Date: March 31, 2009 Discovery Period options: 1. One (1) year; 100% of the premium 2. Two (2) years; 125% of the premium 3. Three (3) years; 150% of the premium As provided in Section H. of the General Terms and Conditions, only one of the above Discovery Period options may be elected and purchased. Run-Off Period*: 1. One (1) year; 110% of the premium 2. Two (2) years; 112% of the premium 3. Three (3) years; 115% of the premium 4. Four (4) years; 120% ofthe premium 5. Five (5) years; 122% of the premium 6. Six (6) years; 125% of the premium * Run-Off shall not appiy to the Crime, Privacy Plus, Miscellaneous Professional Services or Technol09Y, Media or Professional Services Coverage Sections. As provided in Section I. of the General Terms and Conditions, only one of the above Run-Off Period options may be elected and purchased. Item 7. Forms and Endorsements Effective at Inception of Policy: NOTX0015CA (02/00), NOTS0021CA (01/09), EKS-1 (04/08), EKS-P-2 (04/08), EKS-P-5 (04/08), UTS-253-CA (01/97), EKS-553 (01/09), UTS-99 (05/96), SPEC001, SPEC002, SPEC003, SPEC004, SPEC005, SPEC006, SPEC007, NOTS0164CW (1108) Item 8. Notices to Com pany: Notice of Claims to: Other Notices to: Scottsdale Indemnity Company Scottsdale Indemnity Company Attention: Claims Manager Attention: Claims Manager 7 World Trade Center, 33rd Floor 7 World Trade Center, 33rd Floor 250 Greenwich Street 250 Greenwich Street New York, NY New York, NY EK-D-1 (4-08) Page 2 of 3 These Declarations, together with the Application, Coverage Sections, General Terms and Conditions, and any written endorsement(s) attached thereto, shall constitute the contract between the Insured and the Insurer. EK-D-1 (4-08) Page 3 of 3 Scottsdale Insurance Company Home Office: One Nationwide Plaza' Columbus, Ohio Administrative Office: 8877 North Gainey Center Drive' Scottsdale, Arizona A STOCK COMPANY In Witness Whereof, the Company has caused this policy to be executed and attested. Secretary President The information contained herein replaces any similar information contained elsewhere in the policy. UTI-COVPG (1-08) )~ SCOTTSDALE INSURANCE COMPANY IMPORTANT INFORMATION FOR CALIFORNIA POLICYHOLDERS In the event you need to contact someone about this policy for any reason, please contact your agent first. If you have additional questions, you may contact the insurance company issuing this policy at the following address and telephone number: 8877 North Gainey Center Drive Scottsdale, Arizona Telephone: If you have been unable to contact or obtain satisfaction from the company or agent, you may contact the California Insurance Department at: California Department of Insurance Consumer Affairs Unit 300 South Spring Street, 9th Floor, South Tower Los Angeles, California Telephone: or (out of state) When contacting your agent, company or the Insurance Department, please have your policy number available. NOTX0015CA (2-00) NOTICE-N CO (4-97 Page1of1 )~ SCOTTSDALE INSURANCE COMPANY CALIFORNIA SURPLUS LINES NOTICE NOTICE TO CALIFORNIA INSURED 1. The insurance policy that you have purchased is being issued by an insurer that is not licensed by the State of California. These companies are called nonadmitted or surplus lines insurers. 2. The insurer is not subject to the financial solvency regulation and enforcement which applies to California licensed insurers. 3. The insurer does not participate in any of the insurance guarantee funds created by California law. Therefore, these funds will not pay your claims or protect your assets if the insurer becomes insolvent and is unable to make payments as promised. 4. California maintains a list of eligible surplus lines insurers approved by the Insurance Commissioner. Ask your agent or broker if the insurer is on the list, or view that list at the Web site of the California Department of Insurance: 5. For additional information about the insurer, you should ask questions of your insurance agent, broker, or surplus line broker or contact the California Department of Insurance, at the following toll-free telephone number: If you, as the applicant, required that the insurance policy you have purchased be bound immediately, either because existing coverage was going to lapse within two business days or because you were required to have coverage within two business days, and you did not receive this disclosure form and a request for your signature until after coverage became effective, you have the right to cancel this policy within five days of receiving this disclosure. If you cancel coverage, the premium will be prorated and any broker fee charged for this insurance will be returned to you. NOTS0021CA (1-09) Scottsdale Insurance Company A Stock Insurance Company, herein called the Insurer BUSINESS AND MANAGEMENT INDEMNITY POLICY GENERAL TERMS AND CONDITIONS In consideration of the payment of premium, in reliance on the Application and subject to the Declarations, and terms and conditions of this Policy, the Insurer and the Insureds agree as follows A. SEVERABILITY OF GENERAL TERMS AND CONDITIONS These General Terms and Conditions apply to each and every Coverage Section of this Policy. The terms and conditions of each Coverage Section apply only to that Coverage Section and shall not be construed to apply to any other Coverage Section. B. DEFINITIONS Whenever used in this Policy, the terms that appear below in boldface type shall have the meanings set forth in this Definitions subsection of the General Terms and Conditions. However, if a term also appears in boldface type in a particular Coverage Section and is defined in that Coverage Section, that definition shall apply for purposes ofthat particular Coverage Section. Terms that appear in boldface in the General Terms and Conditions but are not defined in this Definitions subsection and are defined in other Coverage Sections of the Policy shall have the meanings ascribed to them in those Coverage Sections. 1. Application means all applications, including any attachments thereto, and all other information and materials submitted by or on behalf of the Insureds to the Insurer in connection with the Insurer underwriting this Policy or any policy of which this Policy is a renewal or replacement. All such applications, attachments, information, materials and documents are deemed attached to and incorporated into this Policy. 2. Company means: a. the Parent Company; and b. any Subsidiary, and includes any such organization as a debtor-in-possession or the bankruptcy estate of such entity under United States bankruptcy law or an equivalent status under the law of any other jurisdiction. 3. Discovery Period means one of the periods described in Item 5. of the Declarations which is elected and purchased pursuant to Section H. below. 4. Domestic Partner means any natural person qualifying as a domestic partner under the provision of any applicable federal, state or local law or under the provisions of any formal program established by the Company. 5. Extended Period means the Discovery Period or the Run-Off Period, if such provision is elected and purchased pursuant to Sections H. or I. respectively, below. 6. Insurer means the insurance company providing this insurance. EKS-1 (4-08) Page 1 of 6 7. Parent Company means the entity first named in Item 1. ofthe Declarations. 8. Policy means, collectively, the Declarations, the Application, this policy form and any endorsements. 9. Policy Period means the period from the effective date and hour of the inception of this Policy to the Policy expiration date and hour as set forth in Item 2. of the Declarations, or its earlier cancellation date and hour, if any. 10. Run-Off Period means one of the periods described in Item 6. of the Declarations, which is elected and purchased pursuant to Section I. below. 11. Subsidiary means: a. any entity of which more than fifty percent (50%) of the outstanding securities representing the present right to vote for the election of such entity's directors or managers are owned by the Parent Company, directly or indirectly, if such entity: i. was so owned on or prior to the inception date of this Policy; or ii. becomes so owned after the inception date of this Policy; and b. any joint venture entity in which the Parent Company, or an entity described in a. above, has an exact fifty percent (50%) ownership of the interests of such joint venture entity and where, pursuant to a written joint venture agreement, the Parent Company or entity described in a. above solely controls the management and operations of such joint venture entity. 12. Takeover means: a. the acquisition by any person or entity of more than fifty percent (50%) of the outstanding securities of the Parent Company representing the present right to vote for the election of directors; or b. the merger or consolidation of the Parent Company into another entity such that the Parent Company is not the surviving entity. All definitions shall apply equally to the singular and plural forms of the respective words. C. LIMITS OF LIABILITY, RETENTIONS AND DEDUCTIBLES 1. The Limits of Liability, Retentions and Deductibles for each Coverage Section are separate Limits of Liability, Retentions and Deductibles pertaining only to the Coverage Section for which they are shown. The application of a Retention or Deductible to Loss under one Coverage Section shall not reduce the Retention or Deductible under any other Coverage Section, and no reduction in the Limit of Liability applicable to one Coverage Section shall reduce the Limit of Liability under any other Coverage Section. 2. In the event that any Claim is covered, in whole or in part, under two or more Insuring Clauses or more than one Coverage Section, the total applicable Retention or Deductible shall not exceed the single largest applicable Retention or Deductible. The largest applicable Retention or Deductible shall apply only once to such Claim. EKS-1 (4-08) Page 2 of 6 D. WARRANTY It is warranted that the particulars and statements contained in the Application are the basis of this Policy and are to be considered as incorporated into and constituting a part of this Policy and each Coverage Section. By acceptance of this Policy, the Insureds agree that: 1. the statements in the Application are their representations, that such representations shall be deemed material to the acceptance of the risk or the hazard assumed by Insurer under this Policy, and that this Policy and each Coverage Section are issued in reliance upon the truth of such representations; and 2. in the event the Application, including materiais submitted or required to be submitted therewith,contains any misrepresentation or omission made with the intent to deceive, or contains any misrepresentation or omission which materiaily affects either the acceptance of the risk or the hazard assumed by Insurer under this Policy, this Policy, including each and all Coverage Sections, shail be void ab initio with respect to any Insureds who had knowledge of such misrepresentation or omission. E. CANCELLATION 1. By acceptance of this Policy, the Insureds hereby confer to the Parent Company the exclusive power and authority to cancel this Policy on their behalf. The Parent Company may cancel this Policy in its entirety or any of the applicable Coverage Sections individuaily by surrender thereof to the Insurer, or by mailing written notice to the Insurer stating when thereafter such canceilation shail be effective. The mailing of such notice shail be sufficient notice and the effective date of canceilation shall be the date the Insurer received such notice or any later date specified in the notice, and such effective date shail become the end of the Policy or applicable Coverage Section. Delivery of such written notice shail be equivalent to mailing. 2. This Policy may be cancelled by the Insurer only for nonpayment of premium, by mailing written notice to the Parent Company stating when such canceilation shail be effective, such date to be not less than ten (10) days from the date of the written nolice. The mailing of such notice shall be sufficient notice and the effective date of canceilation stated in the notice shail become the end of the Policy Period. Delivery of such written notice by the Insurer shail be equivalent to mailing. If the foregoing notice period is in conflict with any governing law or regulation, then the notice period shall be deemed to be the minimum notice period permitted under the governing iaw or regulation. 3. If this Policy or any Coverage Section is canceiled, the Insurer shall retain the pro rata proportion of the premium therefore. Payment or tender of any unearned premium by Insurer shail not be a condition precedent to the effectiveness of canceilation. F. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives, assigns, spouses and Domestic Partners of natural persons who are Insureds shail be considered Insureds under this Policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, assigns, spouses and Domestic Partners only for a Claim arising solely out of their status as such and, in the case of a spouse or Domestic Partner, where the Claim seeks damages from marital community property, jointly held property or property transferred from the natural person who is an Insured to the spouse or Domestic Partner. No coverage is provided for any Wrongful Act of an estate, heir, legal representative, assign, spouse or Domestic Partner. All of the terms and conditions of this Policy including, without limitation, the Retentions and Deductibles applicable to Loss incurred by EKS-1 (4-08) Page 3 of 6 natural persons who are Insureds shall also apply to Loss incurred by such estates, heirs, legal representatives, assigns, spouses and Domestic Partners. G. AUTHORIZATION CLAUSE By acceptance of this Policy, the Parent Company agrees to act on behalf of all Insureds, and the Insureds agree that the Parent Company will act on their behalf, with respect to the giving of all notices to Insurer, the receiving of notices from Insurer, the agreement to and acceptance of endorsements, the payment of the premium and the receipt of any return premium. H. DISCOVERY PERIOD 1. If this Policy or any Coverage Section is cancelled or is not renewed by the Insurer, for reasons other than non-payment of premium or if the Parent Company elects to cancel or not to renew this Policy or a Coverage Section, then the Parent Company shall have the right, upon payment of an additional premium calculated at that percentage shown in item 5. of the Deciarations of the total premium for this Policy, or the total premium for the cancelled or not renewed Coverage Section, whichever is applicabie, to purchase an extension of the coverage granted by this Policy or the applicable cancelled or not renewed Coverage Section with respect to any Claim first made during the period of time set forth in Item 5. of the Declarations after the effective date of such cancellation or, in the event of a refusal to renew, after the Policy expiration date, but only with respect to any Wrongful Act committed before such date. The Parent Company shall have the right to elect only one of the Discovery Periods set forth in Item 5. of the Declarations. 2. As a condition precedent to the right to purchase the Discovery Period set forth in subsection H.1. above, the total premium for the Policy must have been paid. Such right to purchase the Discovery Period shall terminate unless written notice, together with full payment of the premium for the Discovery Period, is received by Insurer within thirty (30) days after the effective date of cancellation, or, in the event of a refusal to renew, within thirty (30) days after the Policy expiration date. if such notice and premium payment is not so given to Insurer, there shall be no right to purchase the Discovery Period. 3. In the event of the purchase of the Discovery Period, the entire premium therefore shall be deemed earned at the commencement of the Discovery Period. 4. The exercise of the Discovery Period shall not in any way increase or reinstate the limit of Insurer's liability under any Coverage Section. I. RUN-OFF COVERAGE In the event of a Takeover: 1. The Parent Company shall have the right, upon payment of an additional premium calculated at the percentage of the total premium for this Policy set forth in Item 6. of the Declarations, to an extension of the coverage granted by this Policy with respect to any Claim first made during the Run-Off Period, as set forth in Item 6. of the Deciarations, but only with respect to any Wrongful Act committed before the effective date of the Takeover (herein defined as Run-Off Coverage ); provided, however, such additional premium shall be reduced by the amount of the unearned premium from the date of the Takeover or the date of notice of the election of the Run-Off Coverage, whichever is later, through the expiration date set forth in Item 2. of the Declarations. 2. The Parent Company shall have the. right to elect only one of the periods designated in Item 6. of the Declarations. The election must be made prior to the expiration of the EKS-1 (4-08) Page 4 of 6 Policy Period. The right to purchase a Run-Off Period shali terminate on the expiration of the Policy Period. 3. If a Run-off Period is elected and purchased: a. Section E. above, is deleted in its entirety and neither
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