Free Motion for Partial Summary Judgment - District Court of Colorado - Colorado

Case 1:04-cv-00725-RPM

Document 41-5

Filed 07/01/2005

Page 1 of 30

WESTCHESTERFIRE INSURANCE

COMPANY

MANAGEMENT PROTECTION INSURANCE POLICY
LISTED ABOVE

THI THIS THI THIS POLICY ONLY READ AND

IS POLICY ISSUED BY THE STOCK INSURANCECOMPANY IS

HEREIN INSURER
POLICY

COVER COVERS PLEASE DEFENSE

CLAIM CLAIMS MADE POLICY EXCEPT AS OTHERWISE PROVIDED HEREIN THIS THI CLAIM CLAIMS FIRST MADE AGAINST THE INSUREDS DURING THE POLICY INSURED PERIOD THI THIS POLICY CAREFULLY CLAIM CLAIMS EXPENSE EXPENSES
ARE WITHIN THE LIMIT LIMITS OF LIABILITY OF THIS THI

POLICY

DECLARATION DECLARATIONS
NO POLICY ITEM 1 DON

G21635662

002 THE QUIZNOS QUIZNO 1475

COMPANY ADDRES ADDRESS PRINCIPAL
A

HOLDING COMPANY

LAWRENCE SUITE 400 STREET
80202 07312004 AM 07312003 TO 1201 AM AT THE ADDRESS SHOWN IN ITEM ADDRES

DENVERCO
ITEM 2

PERIOD POLICY

FRQM 1201

LOCALTIME
B LIMIT PERIOD
1

SAME

AS

POLICY ERIOD P
P POLICYERIOD

YES YES

FL NO
NO

2 ITEM 3 LIMIT OF LIABILITY

ONE YEAR WITHIN

GRANTED A

AMOUNT NO

SINGLE LIMIT FOR AGGREGATE OF LIABILITY ALLCOVERAGE PART COMBINED PARTS
LIMIT LIMITS SEPARATE OF LIABILITY

YES

4000

000

B

YES

NO

COVERAGE PART PARTS DIRECTOR DIRECTORS OFFICER AND COMPANY OFFICERS SECURITIE SECURITIES

LIMIT OF LIABI

LIABILITY
ITEM 4

PART PARTS COVERAGE PURCHASED

DIRECTOR DIRECTORS OFFICER OFFICERS AND COMPANY SECURITIE SECURITIES

LIABILITY
ITEM 5

4000000

PREMIUM POLICY
ANNUAL PREMIUM

98838 98838

PERIOD DISCOVERY
A B

ADDITIONAL PREMIUM
ADDITIONAL PERIOD

150

OF ANNUAL PREMIUM

12 MONTHS MONTH

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Case 1:04-cv-00725-RPM
6 NOTICE TO INSURER A NOTICE OF CLAIM ACE

Document 41-5

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Page 2 of 30

ACT WRONGFUL OR

LOS LOSS

USA

PROFESSIONALRISK

ATTENTION CLAIMS UNIT CLAIM 140 BROADWAY 40TH FLOOR NEW B

YORK NY

10005

ALLOTHERNOTICES NOTICE ACE

USA

PROFESSIONAL RISK OFFICER UNDERWRITING

ATTENTION CHIEF

140 BROADWAY 40TH FLOOR NEW YORK NY 10005 ITEM 7

ENDORSEMENT TO ENDORSEMENTS THE GENERAL CONDITIONS AND LIMITATIONS EFFECTIVET CONDITION LIMITATION A

INCEPTION

COLORADO STATE AMENDATORY DISCLOSURENOTICE OF TERRORISM INSURANCE POLICYHOLDER F COVERAGE SIGNATURE PAGE ENDORSEMENTAILURETO EFFECTAND MAINTAIN INSURANCE AMEND DISCOVERY EXCLUSION PROVISION TO UNILATERALELECTION AMEND POSTPOLICY WINDOW TO 15 DAYS GENERAL REPORTING DELETE WAIVER RETENTION DAY EXCLUSION ABSOLUTE BLPD EXCLUSION EQUITY OFFERING EXCLUSIONPL AMEND SUBSIDIARY E TO INCLUDE ENTITIES WITH 50 ENTITIE INCLUDE THE RES
OR

AMEND GREATER OWNERSHIP

NAMED

INSURED TO

LLC

RESTAURANT RETAIL MANAGEMENTLC L

C GREGG RENTKOCPCU DATE AUTHORIZED

REPRESENTATIVE

MPDCOO2

499

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Case 1:04-cv-00725-RPM
WESTCHESTER FIRE INSURANCE

Document 41-5

Filed 07/01/2005

Page 3 of 30

OFFICER DIRECTOR OFFICERS AND DIRECTORS
COMPANY

SECURITIE COMPANYSECURITIES LIABILITY P COVERAGEART

DECLARATION DECLARATIONS

NO POLICY ITEM 1

DON

G21635662

002

P COVERAGEURCHASED COVERAGES
A B C

DIRECTOR AND OFFICERS DIRECTORS OFFICER LIABILITY INDIVIDUAL DIRECTORAND OFFICERS DIRECTORS OFFICER LIABILITY REIMBURSEMENT SECURITIE LIABILITY SECURITIES COMPANY

IYE IYES DNO IZJYEDNO IZJYES DYE DYES DNO

ITEM 2

A

RETENTIONFORINDEMNIFIED LOSS LOS EACH SECURITIESCLAIM UNDER SECURITIE EACH CLAIM OTHER THAN CLAUSE CLAUSES AND

CLAUSE CLAUSES INSURING

AND

100000

B

SECURITIE CLAIM UNDERINSURING 100000 SECURITIES

ITEM 3

PRIOR LITIGATION DATE

CLAUSE CLAUSES INSURING CLAUSE INSURING
ITEM 4

AND

02281998
02281 998

ENDORSEMENT ENDORSEMENTSTO THIS COVERAGE EFFECTIVE INCEPTION THI PART AT COLORADO STATE AMENDATORY DISCLOSURE NOTICE OFTERRORISMINSURANCE POLICYHOLDER COVERAGE SIGNATUREAGEENDORSEMENTAILURE TO EFFECT AND MAINTAIN INSURANCE P F EXCLUSION AMEND DISCOVERY PROVISIONTO UNILATERAL AMEND POSTPOLICY ELECTION WINDOW TO 15 DAYS GENERAL REPORTING DAY DELETEWAIVER RETENTION EXCLUSION ABSOLUTE BLPD EXCLUSION EQUITY OFFERING EXCLUSION EPL AMEND SUBSIDIARY TO INCLUDE ENTITIES WITH 50 ENTITIE OR GREATER A OWNERSHIPMEND NAMED INSUREDTO INCLUDE THE RES LLC RESTAURANT RETAILMANAGEMENT LLC

DATE

I23Q3

C GREGG RENTKOCPCU AUTHORIZED REPRESENTATIVE

MPDO

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Case 1:04-cv-00725-RPM

Document 41-5
SIGNATURE SIGNATURES

Filed 07/01/2005

Page 4 of 30

NAMED

INSURED

ENDORSEMENT NUMBER

HE

QUIZNO QUIZNOS

HOLDING POLICYNUMBER G21635662

COMPANY
PERIOD POLICY EFFECTIVEDATE OFENDORSEMENT

POLICY SYMBOL
DON

002

07312003
COMPANY

TO

A7312004

07312003

BY NAME WESTECHESTER
ISSUED

OF INSURANCE

COMPANY
INSURANCE

FIRE

THE THE

ONLY FIRST

SIGNATURE SIGNATURES PAGE OF THE

APPLICABLE TO THIS THI DECLARATIONS

POLICY

ARE

THOSE

REPRESENTING

THE

COMPANY

NAMED

ON

AND DELIVERING POLICY YOU BY SIGNING THE TO

WE

STATE THAT IT IS

VALID CONTRACT

1601

INDEMNITY INSURANCE COMPANY OF NORTH AMERICA CHESTNUTSTREET PO BOX 41484 PHILADELPHIA 19101 PENNSYLVANIA 1484 BANKER BANKERS STANDARD
BOX FIRE

AND MARINE

COMPANY
484

1601

CHESTNUT

PO STREET

41484 PHILADELPHIA 191011 PENNSYLVANIA

1601

BANKER BANKERS STANDARD INSURANCE COMPANY CHESTNUTSTREET PO BOX 41484 PHILADELPHIA ENNSYLVANIA 191011484 P
ACE INDEMNITY INSURANCE COMPANY CHESTNUTSTREET PO BOX 41484 PHILADELPHIA ENNSYLVANIA 191011 P ACE AMERICAN INSURANCE COMPANY CHESTNUT STREET PO BOX 41484 PHILADELPHIA 191011484 PENNSYLVANIA ACE PROPERTY AND BOX

1601

484

1601

CASUALTY

INSURANCE

COMPANY

1601

CHESTNUT STREET PO

41484 PHILADELPHIA 191011484 PENNSYLVANIA
OF NORTH AMERICA

1NSURANCE
1601 CHESTNUT PO STREET PACIFIC 1601 CHESTNUT ACE 1601

COMPANY
BOX

41484 PHILADELPHIA 191011484 PENNSYLVANIA
INSURANCE
COMPANY

EMPLOYER EMPLOYERS
BOX

PO STREET FIRE

41484

PHILADELPHIA ENNSYLVANIA 191011484 P
INSURANCE
COMPANY 484

UNDERWRITER UNDERWRITERS
BOX

CHESTNUT STREET PO

41484 PHILADELPHIA 191011 PENNSYLVANIA

GEORGE 0

MULLIGAN SECRETARY

SUSAN RIVERA

PRESIDENT

WESTCHESTER
1133 AVENUE OFTHE

FIRE

INSURANCE

COMPANY
10036

AMERICA AMERICAS 32ND FLOOR NEW YORK NY

E
GEORGE EL MULLIGAN

SECRETARY

BRIAN

E

DOWD

PRESIDE

C 3REGG RENTKO CPCU
AUTHORIZED CCLKLLD AGENT

0402

PTD

IN USA

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Case 1:04-cv-00725-RPM
VA
WESTCHESTER FIRE INSURANCE

Document 41-5

Filed 07/01/2005

Page 5 of 30

COMPANY

PROTECTION MANAGEMENT INSURANCE POLICY

IN CONSIDERATION OF THE PAYMENT OF THE PREMIUM AND IN RELIANCE ON ALLSTATEMENTS MADE AND INFORMATION STATEMENT FURNISHED THE BY INSURER IN THE APPLICATION WHICH IS HEREBY MADE AND SUBJECT THE FOREGOING TO PART HEREOF DECLARATION DECLARATIONS AND TO ALLOTHER TERMS OF THIS POLICY TERM THI THE COMPANY THE INSUREDS INSURED AND THE INSURER FOLLOW AGREE AS FOLLOWS TO COMPANY THE GENERAL

CONDITION CONDITIONS
TERM TERMS AND

AND

LIMITATION LIMITATIONS

1

CONDITION CONDITIONS
GENERAL CONDITIONSAND LIMITATIONS OR UNLESS STATED TO THE CONDITION LIMITATION UNLES IN CONTRARY ANY COVERAGE THE TERMS PART TERM PART OF THIS POLICY THI TO COVERAGE PART AND SHALL NOT APPLY ONLY THAT COVERAGE TO OF THIS THI

FOR EXCEPT THE OTHER

AND CONDITIONS OF EACH CONDITION PART COVERAGE

TERM REFERENCED THE GENERAL CONDITIONS AND LIMITATIONS WHICH IS IN CONDITION LIMITATION DEFINED IN PART COVERAGE SHALL FOR PURPOSES OF COVERAGEUNDER THAT COVERAGE PURPOSE PART HAVE THE MEANINGSET FORTH IN THAT PART IF ANY PROVISION THE GENERAL CONDITIONSAND LIMITATIONS IS INCONSISTENT IN IN COVERAGE CONDITION LIMITATION

POLICY ANY

APPLY ANY

OR

THE TERMS AND CONDITIONS OF ANY TERM CONDITION P PURPOSE PURPOSESOF THAT COVERAGEART 2 DEFINITION DEFINITIONS WHEN A USED IN THIS THI ANNUAL

COVERAGE PART

THE TERMS AND CONDITIONS TERM CONDITION OF SUCH

PART COVERAGE

CONFLICT WITH SHALLCONTROL FOR

POLICY
THE ORIGINALNNUALIZED PREMIUM AND THE FULLY MEAN MEANS A ANNUALIZED PREMIUM CHARGEDY THE INSURER FOROR DURING POLICY PREMIUMS B THE PERIOD AMOUNT OF ANY

PREMIUM

ADDITIONAL B

ALL SIGNEDAPPLICATIONS APPLICATIONMEANS MEAN APPLICATION INCLUDING ATTACHMENT ATTACHMENTS AND MATERIALS SUBMITTED THEREWITH MATERIAL FOR THI THIS POLICY FOR ANY POLICY OR ISSUED BY THE INSURER OF WHICH THIS POLICY THI IS DIRECT OR INDIRECTRENEWAL OR ALL REPLACEMENT SUCH APPLICATIONS ATTACHMENT APPLICATIONATTACHMENTS AND MATERIALS ARE DEEMED ATTACHED TO AND INCORPORATED MATERIAL INTO THIS POLICY THI THE MEAN MEANS COLLECTIVELY PARENT COMPANY AND THE SUBSIDIARIES SUBSIDIARIE INCLUDING SUCH ORGANIZATION ANY DEBTOR IN POSSESSION UNDER UNITED STATES BANKRUPTCY OR AN EQUIVALENT STATE LAW STATU STATUS UNDER THE LAW OF ANY OTHER COUNTRY
AS MEAN MEANS REASONABLE COSTS CHARGES COST CHARGE FEES INCLUDING NOT LIMITED TO ATTORNEYS FEE BUT FEE FEES AND ATTORNEY EXPERT FEE EXPERTSFEES AND EXPENSES OTHERTHAN REGULAR OVERTIME WAGES SALARIES OR FEES OF THE DIRECTORS OR EXPENSE SALARIE FEE WAGE DIRECTOR OFFICER OFFICERS OR EMPLOYEES THE COMPANY INCURRED BY THE LNSUREDS EMPLOYEE OF LNSURED IN DEFENDING INVESTIGATING OR CLAIM CLAIMS AND THE PREMIUM FORAPPEAL ATTACHMENT OR SIMILAR BONDS

C

COMPANY

D

DEFENSE

COST COSTS

E

PERIODMEAN PERIODMEANS DISCOVERY
OR

10B

THE PERIOD THE EXTENSION OF COVERAGE IF FOR OF THESE GENERALCONDITIONSAND LIMITATIONS CONDITION THE
OR

EXERCISED DESCRIBEDIN SUBSECTION

F

ERISA

MEAN MEANS

LOCAL COMMON G

EMPLOYEERETIREMENT INCOME SECURITY OF 1974 AS AMENDED ANY ACT LAW RULE STATUTORY AND ANY RULES AND REGULATIONS REGULATIONROMULGATED THEREUNDER P

SIMILAR STATE OR

EXECUTIVE OFFICER EITHER IN THE SINGULAR PLURAL OFFICERS OR WITH RESPECTO ANY COMPANY MEAN MEANS T ITS CHAIRPERSON CHIEF EXECUTIVE OFFICERCHIEF FINANCIAL PRESIDENT OFFICER INHOUSE GENERALOUNSEL AND SOLELY ITH RESPECT C W TO THE EMPLOYMENT PRACTICE PRACTICESCOVERAGE PART IF GRANTED THE DIRECTOR HUMAN RESOURCES OF RESOURCE OR EQUIVALENT POSITION

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Case 1:04-cv-00725-RPM

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Page 6 of 30

H

FINANCIAL
OR

MEAN IMPAIRMENT MEANS

FEDERAL OFFICIALAGENCY OFFICIALTO TAKE CONTROLOF DEBTOR IN INSURED INSUREDS
AS

THE STATUS OF THE COMPANYRESULTING STATU FROM THE APPOINTMENTYANY STATE B COURT OF ANY RECEIVER CONSERVATOR OR LIQUIDATOR TRUSTEE REHABILITATOR SIMILAR THE THE COMPANY SUPERVISEMANAGE OR LIQUIDATE COMPANY OR BECOMING
OR

POSSESSION
MEAN MEANS

I

WITH

TO RESPECT ANY COVERAGE PART ALL ORGANIZATIONS ORGANIZATION PLAN AND PLANS

NATURAL PERSONS DEFINED PERSON

INSURED INSUREDS THEREUNDER

J

INTERRELATEDWRONGFULACTS MEANS ACT MEAN ALL WRONGFULCTS THAT HAVE AS ACT A COMMON NEXU NEXUS ANY FACT CIRCUMSTANCEITUATION EVENT TRANSACTIONCAUSE S OR SERIES OF RELATED FACTSCIRCUMSTANCES SERIE FACT CIRCUMSTANCESITUATIONS SITUATION EVENT TRANSACTION EVENTS TRANSACTIONS OR CAUSES
PART LIABILITY COVERAGEPARTS MEANS PART MEAN ANY COVERAGE BOND COVERAGE PART IF PURCHASED LIMIT PERIOD THE DESCRIBED PERIOD IN ITEM OF THIS THI OTHER THAN POLICY ANY COMMERCIAL

K

CRIME

OR

L

MEAN MEANS

2B

OF THE

DECLARATION DECLARATIONS T TERMINATION SUBJECTO PRIOR

IN

ACCORDANCE WITH SUBSECTION 12 OF THESE GENERAL CONDITIONS AND LIMITATIONS CONDITION M N PARENT

COMPANY

MEAN MEANS

THE

FIRSTNAMED ORGANIZATION

IN ITEM

OF THE DECLARATIONS

THE DECLARATION THI THIS POLICY FORM INCLUDING ATTACHED ALL POLICY MEANS MEAN COLLECTIVELY DECLARATIONS THE APPLICATION ENDORSEMENT COVERAGE PART PARTSAND ANY ENDORSEMENTS HERETO

0

POLICY PERIOD

MEAN MEANS

THE

PERIODOF

TIME

SPECIFIEDIN

ITEM

2A

OF THE DECLARATIONS SUBJECT TO DECLARATION

PRIOR

TERMINATION IN ACCORDANCE WITH SUBSECTION P POLLUTANT POLLUTANTS
AS

12 OF THESE GENERAL CONDITIONS AND LIMITATIONS CONDITION

DEFINED

PROTECTION SUBSTANCE SUBSTANCES

MEAN MEANS IN HAZARDOU CHARACTERISTIC ANY SUBSTANCE LOCATED ANYWHERE THE WORLD EXHIBITING ANY HAZARDOUS CHARACTERISTICS LISTOF HAZARDOUS SUBSTANCES ISSUED BY THE UNITED STATES ENVIRONMENTAL HAZARDOU SUBSTANCE BY OR IDENTIFIED ON STATE STATE COUNTY MUNICIPALITY LOCALITY OR THEREOF SUCH AGENCY OR ANY FEDERAL COUNTERPART SHALL INCLUDE WITHOUT LIMITATION SOLIDS LIQUIDSGASEOUS OR THERMAL IRRITANTS CONTAMINANT SOLID LIQUID GASEOU IRRITANT CONTAMINANTS OR

SMOKE VAPOR SOOT FUMES ACIDS ALKALIS CHEMICALS OR WASTE MATERIALS POLLUTANTS SHALL ALSO MEAN ANY FUME ACID ALKALI CHEMICAL POLLUTANT OTHER AIR EMISSION ODOR WASTE WATER OIL OR OIL PRODUCTS INFECTIOU ASBESTO PRODUCT INFECTIOUS OR MEDICAL WASTE ASBESTOS OR ASBESTO PRODUCT NOISE AND ELECTRICOR MAGNETIC ELECTROMAGNETIC ASBESTOS PRODUCTS OR FIELD Q

SUBSIDIARY EITHER
1

IN THE

OR MEAN MEANS SINGULAR PLURAL

IN WHICH MORE THAN 50 OF THE OUTSTANDING SECURITIE SECURITIES REPRESENTING THE VOTING T DIRECTOR IN PRESENT IGHTO VOTE FORELECTION OF DIRECTORS IS OWNED DIRECTLY INDIRECTLY ANY COMBINATION BY R OR ONE OR MORE COMPANIE COMPANIES AND

ANY COMPANY

2

ANY FOUNDATIONCHARITABLE TRUSTOR

ACTION COMMITTEE POLITICAL

CONTROLLEDBY ONE

OR MORE

COMPANIES
3

ESTATE ESTATES
THE

LEGAL

REPRESENTATIVE REPRESENTATIVES

AND

SPOUSE SPOUSES

ESTATE HEIR ESTATES HEIRS LEGAL PERSON REPRESENTATIVE REPRESENTATIVES ASSIGN AND SPOUSES OF INSURED PERSONS SHALL BE CONSIDERED AN INSURED ASSIGNS SPOUSE UNDER ANY LIABILITY PART BUT COVERAGE IS AFFORDED TO SUCH ESTATES HEIRS LEGAL COVERAGE ESTATE HEIR REPRESENTATIVE REPRESENTATIVES ASSIGN ASSIGNS AND SPOUSES ONLY FOR CLAIM ARISING O STATU SPOUSE SOLELYUT OF THEIR STATUS AS SUCH AND IN THE CASE OF SPOUSE WHERE SUCH
H OR TRANSFERREDFROM THE COMMUNITY PROPERTY JOINTLYELD PROPERTY PROPERTY FOR ANY WRONGFUL ACT OF AN ESTATE HEIR LEGAL COVERAGE IS PROVIDED OR TERM CONDITION THI REPRESENTATIVE ASSIGN SPOUSE ALL TERMS AND CONDITIONS OF THIS POLICY W INCLUDINGITHOUT LIMITATION THE RETENTION T LOS APPLICABLEO LOSS INCURRED BY THE INSURED PERSON SHALL ALSO APPLY LOSS INCURRED SUCH ESTATES HEIRS LEGAL TO LOS ESTATE HEIR BY REPRESENTATIVES REPRESENTATIVE ASSIGN AND SPOUSES ASSIGNS INSURED PERSON TO THE SPOUSE NO CLAIM SEEK SEEKS

DAMAGE FROM DAMAGES

MARITAL

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Case 1:04-cv-00725-RPM
4 DISCOVERY
IF

Document 41-5

Filed 07/01/2005

Page 7 of 30

PERIOD THE LNSUREDS DO NOT LNSURED

RENEW PART OR IF THE PARENT COMPANY TERMINATES ANY LIABILITY COVERAGE TERMINATE ANY INSURED INSUREDS SHALL HAVE THE RIGHTUPON PAYMENT OF THE ADDITIONAL PREMIUM DESCRIBED BELOW TO AN EXTENSION OF THE COVERAGEGRANTEDYSUCH LIABILITY B PART FORTHE DISCOVERY COVERAGE PERIOD SET FORTHIN ITEM 5B OF THE DECLARATIONS DECLARATION FOLLOWINGEFFECTIVE DATE OF SUCH NONRENEWAL OR TERMINATION ONLY THE BUT WITH RESPECT TO COVERED WRONGFUL TAKING ACT TO PLACE PRIOR THE EFFECTIVE DATE OF SUCH NONRENEWAL OR TERMINATION THIS RIGHT F THI O EXTENSION SHALL LAPSE UNLES UNLESSWRITTEN NOTICE OF SUCH ELECTION WITH TOGETHER PAYMENT THE ADDITIONAL OF

THE INSURER

OR

LIABILITYOVERAGE C PART THE

IS

GIVEN BY

THE

INSURED INSUREDS TO THE INSURER WITHIN THIRTY0 3

PREMIUMDUE
OR

THE DAY DAYS FOLLOWING EFFECTIVEDATE

OF TERMINATION

NONRENEWAL THE

FORTHIN ITEM FOR SUCH

PREMIUMDUE FORSUCH DISCOVERY PERIOD WITH RESPECT ANY LIABILITY TO PART SHALL EQUAL THAT PERCENT COVERAGE SET DECLARATION OF 5A OF THE DECLARATIONS THE ANNUAL PREMIUM FORSUCH LIABILITY PART THE ENTIRE PREMIUM COVERAGE
PERIOD DISCOVERY SHALT BE DEEMED EARNED FULLY AND NONREFUNDABLE UPON

PAYMENT

THE INSUREDS SHALL NOT BE ENTITLED TO ELECT THE INSURED P THI DISCOVERYERIOD UNDER THIS SUBSECTION WITH RESPECT ANY LIABILITY TO PART IF PERIOD FOR SUCH LIABILITY COVERAGE DISCOVERY PART TO COVERAGE IS ELECTED PURSUANT SUBSECTION 10B OF THESE GENERALCONDITIONSAND LIMITATIONS CONDITION 5 LIMIT OF

LIABILITY

AND

RETENTION

FOR THE PURPOSES OFTHIS POLICY CLAIMS ARISING THI ALL CLAIM PURPOSE OUT OF THE SAME WRONGFUL AND ALL INTERRELATED ACT ACT ACTS WRONGFUL OF THE INSUREDS SHALL BE DEEMED ONE CLAIM AND SUCH CLAIM SHALL BE DEEMED TO BE INSURED FIRST MADE ON THE DATE THE EARLIEST OF SUCH CLAIMS IS FIRSTMADE AGAINST CLAIM THEM REGARDLESSWHETHER SUCH DATE IS BEFORE O REGARDLESF OR THE
PERIOD ALL LOSS LOS

DURING

FROM RESULTING

POLICY

CLAIM SINGLE

SHALL BE DEEMED

LOSS SINGLE
IN PROVIDED ITEM 3A OF THE DECLARATIONS DECLARATION OF THE INSURER UNDER ALL AGGREGATE LIABILITY

IF LIMIT OF LIABILITY FORALL COVERAGE SINGLE AGGREGATE PART PARTS IS GRANTED AS THE AMOUNT STATED IN ITEM 3A OF THE DECLARATIONS SHALL BE THE MAXIMUM DECLARATION

COVERAGE PART PARTS COMBINED FOR EACH PAYMENT THE INSURER BY
IF

LIMIT

PERIOD REGARDLESS THE NUMBER OF REGARDLES

OF CLAIMS CLAIM

OR

LOSSE LOSSES OR THE TIME OF

LIMIT LIMITS SEPARATE

OF

ARE AS IN LIABILITY GRANTED PROVIDED

ITEM

3B

OF THE DECLARATIONS DECLARATION

A

THE MAXIMUM

OF AGGREGATE LIABILITY THE INSURER UNDER EACH LIABILITY PART FOR ALL COVERED LOSS COVERAGE LOS FROM CLAIM RESULTING ALLCLAIMS FIRSTMADE DURING EACH LIMIT PERIOD SHALL BE THE RESPECTIVE FOR LIMIT LIMITS OF LIABILITY SUCH COVERAGE PART AS SET FORTHIN ITEM 3B OF THE DECLARATIONS DECLARATION O REGARDLESF REGARDLESSTHE TIME OF PAYMENT THE BY

INSURER AND
B

THE MAXIMUM

OF AGGREGATE LIABILITY

THE INSURER FOR ALL LOSS LOS

CLAUSE CLAUSES OF THE COMMERCIAL CRIME OR BOND COVERAGE PART SHALL BE THE AGGREGATE LIMIT OF LIABILITY SUCH FOR PART AS SET FORTH THE DECLARATIONS COVERAGE IN DECLARATION FORSUCH COVERAGE PART REGARDLESSTHE TIME OF PAYMENT O REGARDLESF BY THE INSURERPROVIDED
I

THE DURING

LIMIT

PERIOD UNDER

ALL INSURING

THE MAXIMUM

OF LIABILITY THE THE

INSURER FOR EACH OF

LOS SINGLELOSS

UNDER ANY

PART SHALL BE COVERAGE

CLAUSE INSURING
AS

OF SUCH

LIMIT RESPECTIVE

DECLARATION FOR DECLARATIONS SUCH
II
IF

COVERAGE AND PART

FORSUCH INSURING LIABILITY CLAUSE

SET FORTH THE IN

MORE

THAN

ONE

UNDER ALL SUCH OF SUCH THE LIMIT LIMITS OF

CLAUSE APPLIES INSURING APPLIE TO SINGLELOSS THE MAXIMUM LOS OF LIABILITY INSURING CLAUSE CLAUSESCOMBINED WITH RESPECT SUCH SINGLE TO LOS LOSS SHALL BE OF

THE INSURER THE

LIMIT LIMITS APPLICABLE

LARGEST

LIABILITY
SUBLIMIT SUBLIMITS WHICH FURTHERIMIT AND DO L

NOT INCREASETHE INSURERSMAXIMUM INSURER

D LIABILITYESCRIBED IN SUBPARAGRAPHS II ABOVE ARE AND SUBPARAGRAPH UNDER SUCH COVERAGE LIABILITY PART

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Case 1:04-cv-00725-RPM
THE LIMIT OF FOR LIABILITY THE

Document 41-5
IF

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Page 8 of 30

AND NOT IN ADDITION TO THE LIMIT OF FOR LIABILITY THE LIMIT PERIOD THE PURCHASE THE DISCOVERY OF PERIOD SHALL NOT INCREASE OR REINSTATE THE APPLICABLE LIMIT OF LIABILITYHICH SHALL BE THE MAXIMUM W OF LIABILITY THE INSURER FOR SUCH LIMIT PERIOD AND DISCOVERY PERIOD COMBINED DEFENSE COSTS SHALL BE PART AND NOT IN ADDITION TO THE APPLICABLE COST OF LIMIT LIMITS OF AND DEFENSE COSTS SHALL REDUCE SUCH LIMIT OF COST IF THE LIMIT OF

COVERY PERIOD

EXERCISED SHALL BE PA1

SET LIABILITY FORTHIN THE DECLARATIONS DECLARATION WITH RESPECT THE ENTIRE POLICY TO LIABILITY OR PART IS EXHAUSTED BY PAYMENTOF LOSS THE INSURERS ANY COVERAGE INSURER LOS UNDER THE ENTIRE POLICY SUCH OBLIGATION OBLIGATIONS OR PART RESPECTIVELY SHALL BE COMPLETELY COVERAGE FULFILLED AND EXTINGUISHED THE INSURER IS ENTITLED TO PAY LOSS AS IT LOS BECOME BECOMES DUE AND PAYABLE THE LNSUREDS BY LNSURED WITHOUT CONSIDERATION OF OTHER FUTURE PAYMENT OBLIGATIONS

LIABILITY

AS EXCEPT OTHERWISEPROVIDED THIS SUBSECTION IN THI THE INSURERS LIABILITY RESPECTTO LOSS INSURER WITH LOS FROM EACH ARISING COVERED UNDER ONE OR MORE LIABILITY COVERAGE PART PARTS AND EACH SINGLE LOS LOSS COVERED UNDER THE COMMERCIAL CRIME OR BOND COVERAGE PARTIF PURCHASED SHALL APPLY TO OF LOS ONLY THAT PART LOSS WHICH IS EXCESS OF THE APPLICABLE EXCES RETENTIONAMOUNT SET FORTH IN THE DECLARATIONS DECLARATION FORSUCH COVERAGE PART PARTS AND SUCH RETENTIONAMOUNT SHALL BE BORNE BY THE LNSUREDSUNINSURED AND AT THEIR OWN RISK IF DIFFERENT LNSURED PART OF SINGLE PARTS CLAIM OR SINGLELOSS ARE LOS TO SUBJECT DIFFERENT RETENTION THE RETENTIONS APPLICABLEETENTIONSWILLBE APPLIED RETENTION R TO OF SEPARATELY EACH PART SUCH LOSS BUT LOS THE SUM OF SUCH RETENTIONSSHALL NOT EXCEED THE RETENTION RETENTION LARGEST APPLICABLE

CLAIM

ANY RETENTIONFORINDEMNIFIED LOSS UNDER LIABILITY LOS PART SHALL APPLY COVERAGE TO LOS LOSS WHICH IS INCURRED ONLY BY INSURED PERSONS AND IS INDEMNIFIED BY THE COMPANY PERSON AND II LOS LOSS WHICH IS INCURRED BY ALL OTHER INSUREDS NO RETENTION SHALL APPLY LOSS WHICH IS INCURRED TO LOS PERSON BY INSURED PERSONS AND IS NOT INDEMNIFIED BY THE COMPANY
IF

THE

IS COMPANY PERMITTED REQUIREDY COMMON OR B
OR

FOR ANY LOSS LOS DO

TO ADVANCE

DEFENSE

COST COSTS

SO OTHER THAN FOR REASONS REASON OF FINANCIAL INSURER FOR THE INSURERSPAYMENT ADVANCEMENT OF SUCH LOSS INSURER OR LOS UP TO THE AMOUNT OF THE RETENTIONFOR INDEMNIFIED LOS LOSS UNDER THE APPLICABLE PART LIABILITY COVERAGE

OR STATUTORY TO LAW THE ULTIMATELY INDEMNIFY INSUREDPERSONS PERSON THEIR BEHALF UNDER ANY LIABILITY PART AND DOES NOT IN FACT COVERAGE DOE IMPAIRMENTTHEN THE COMPANY SHALL REIMBURSE AND HOLD HARMLESSTHE HARMLES ON

6

NOTICE LNSURED LNSUREDS SHALL AS CONDITION PRECEDENT THEIR RIGHTS TO RIGHTUNDER ANY LIABILITY COVERAGE PART GIVE TO THE INSURER WRITTEN NOTICE OF ANY CLAIM MADE AGAINST THE INSUREDS AS SOON INSURED AS PRACTICABLE AFTER ANY EXECUTIVE OFFICER OR THE COMPANY RISK MANAGER FIRST COMPANYS LEARN LEARNS OF SUCH CLAIM BUT IN NO EVENT LATERTHAN NINETY 90 DAYSAFTER EXPIRATION DAY OF THE POLICY PERIOD OR IF EXERCISED DURING THE DISCOVERY PERIOD THE THE

INSURED INSUREDS SHALL AS

CONDITION

GIVE TO THE INSURER WRITTEN NOTICE
OFFICER OR THE

OF ANY LOSS WITHIN 90 LOS

COMPANY RISK COMPANYS MANAGER

TO PRECEDENT THEIR RIGHTS RIGHTUNDER THE COMMERCIAL CRIME OR BOND COVERAGE PART LOS DAY DAYS AFTERSUCH LOSS IS FIRST DISCOVEREDBY ANY EXECUTIVE

IF DURING THE POLICY PERIOD OR THE DISCOVERY PERIOD IF EXERCISED THE LNSUREDS FIRST BECOME AWARE OF SPECIFIC LNSURED ACT WRONGFUL WHICH MAY REASONABLY RISE TO FUTURECLAIM COVERED UNDER LIABILITY GIVE PART COVERAGE AND DURING SUCH POLICY PERIOD OR DISCOVERY PERIOD GIVEWRITTEN NOTICE TO THE INSURER OF

A

THE NAMES OF THE POTENTIAL NAME CLAIMANT CLAIMANTSAND OF THEIR POTENTIAL CLAIM THE

OF DESCRIPTION THE SPECIFIC ACT WRONGFUL

WHICH FORMSTHE BASIS FORM BASI

B

OF IDENTITYTHE SPECIFIC INSURED INSUREDSALLEGEDLY FORSUCH SPECIFIC RESPONSIBLE WRONGFUL ACT

C

THE CONSEQUENCESWHICH HAVE RESULTED OR CONSEQUENCE MAY RESULTFROM SUCH THE NATURE OF THE

SPECIFIC WRONGFUL ACT
WHICH

D

POTENTIAL MONETARYDAMAGES DAMAGE

OR

RELIEF NONMONETARY

CONSEQUENCEOF SUCH SPECIFIC WRONGFUL AND ACT

MAY

BE

SOUGHTIN

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INSURED BYWHICH THE INSUREDS FIRSTBECAME AWARE OF SUCH SPECIFIC WRONGFUL ACT THEN ANY CLAIM WHICH ARISES OUT OF SUCH WRONGFUL SHALL BE DEEMED TO HAVE BEEN FIRSTMADE ARISE ACT THE DURING LIMIT PERIOD OR DISCOVERY PERIOD IF EXERCISED WHICH SUCH WRITTEN NOTICE WAS RECEIVED BY THE INSURER IN NO COVERAGE IS PROVIDED FEES AND EXPENSES INCURRED PRIOR THE TIME SUCH NOTICE RESULTSIN FOR FEE TO EXPENSE RESULT CLAIM THE CIRCUMSTANCES CIRCUMSTANCE

ALL NOTICES UNDER ANY PROVISION THIS POLICY NOTICE OF THI SHALL BE IN WRITING AND GIVENBY PREPAID EXPRES EXPRESS COURIERCERTIFIED MAIL OR FAX PROPERLY ADDRESSED TO THE APPROPRIATE LNSURED PARTYNOTICE TO THE LNSUREDS MAY BE GIVENTO THE PARENT AT THE ADDRESS ADDRES NOTICE TO THE INSURER OF ANY CLAIM WRONGFUL OR LOSS SHALL ACT LOS BE GIVENTO THE INSURER AT THE ADDRES SET FORTHIN ITEM 6A ADDRESS OF THE DECLARATIONS ALL OTHER NOTICES TO THE INSURER NOTICE UNDER THIS POLICY THI SHALL BE GIVENTO THE INSURER AT THE ADDRESS SET FORTHIN ITEM 6B ADDRES OF THE DECLARATIONS NOTICE
AS

SHOWN IN ITEM

COMPANY

OF THE DECLARATIONS

GIVENAS

DESCRIBED
ONE

ADDRESSEEOR

DEEMED TO BE RECEIVED AND EFFECTIVE UPON THE DATE SUCH NOTICE IS SENT WHICHEVERIS EARLIER DAYFOLLOWING

ABOVE

SHALL BE

ACTUAL

T RECEIPTHEREOF BY

THE

ANY NOTICE TO THE INSURER OF ANY CLAIM WRONGFUL OR LOSS SHALL DESIGNATE COVERAGE ACT LOS THE PART PARTSUNDER NOTICE IS BEINGGIVENAND SHALL BE TREATED AS NOTICE UNDER ONLY THE COVERAGE PART PARTS SO DESIGNATED
7

WHICH THE

DEFENSE

AND

SETTLEMENT
SUBSECTION
IT

TO THI SUBJECT THIS CLAIM

SHALL BE THE

DUTYOF THE

LNSURED LNSUREDS AND NOT THE

DUTYOF

THE INSURER TO DEFEND ANY

THE LNSUREDS LNSURED AGREE NOT TO SETTLE OR OFFER TO SETTLE ANY CLAIM INCUR ANY DEFENSE COSTS OR OTHERWISE COST ASSUME ANY CONTRACTUAL OBLIGATION ADMIT ANY LIABILITY OR WITH RESPECTO ANY CLAIM WITHOUT THE INSURERS WRITTENCONSENT T INSURER THE INSURER SHALL NOT BE LIABLE FOR ANY SETTLEMENTEFENSE COSTS ASSUMED OBLIGATION ADMISSION TO WHICH IT HAS NOT D COST OR CONSENTED SEND TO THE INSURER ALL SETTLEMENT DEMANDS DEMAND PROMPTLY OR OFFERS RECEIVED BY THE OFFER LNSURED ARE ABLE TO SETTLEALL CLAIMS WHICH ARE SUBJECT CLAIMANTS HOWEVERIF THE LNSUREDS CLAIM TO SINGLE RETENTION FOR AN AGGREGATE DEFENSE COSTS NOT EXCEEDING AMOUNT INCLUDING COST SUCH RETENTIONTHE INSURERS INSURER CONSENT SHALL NOT BE REQUIRED FORTHE SETTLEMENT OFSUCH CLAIMS LNSURED LNSUREDS FROM THE TO RESPECT ANY CLAIM SUBMITTED FOR COVERAGE UNDER THIS POLICYTHE INSURER SHALL HAVE THE RIGHTND SHALL BE THI A THE OPPORTUNITY TO EFFECTIVELY ASSOCIATE WITHAND SHALL BE CONSULTED IN ADVANCE BY THE LNSUREDS GIVEN LNSURED REGARDING THE SELECTION OF APPROPRIATE DEFENSE COUNSEL SUBSTANTIVE DEFENSE STRATEGIES WITHOUT LIMITATION STRATEGIE INCLUDING DECISION DECISIONS REGARDING FILING THE AND CONTENT OF SUBSTANTIVE MOTIONS AND MOTION SETTLEMENT NEGOTIATIONS LNSURED LNSUREDS AGREE TO PROVIDE THE INSURER WITH ALL INFORMATION ASSISTANCE AND COOPERATION WHICH THE INSURER AND REASONABLY REQUEST REQUESTS AGREE THAT IN THE EVENT OF CLAIM OR LOSS THE INSUREDS WILLDO NOTHING SHALL PREJUDICE LOS INSURED THAT THE INSURERS POSITION ITS POTENTIAL ACTUAL RIGHTS RECOVERY THE INSURER INSURER OR OR RIGHTOF IT DEEMS DEEM MAY MAKE ANY INVESTIGATION THE WITH THE INSURED INSUREDS SHALL

NECESSARY
OF THESE GENERAL CONDITIONS AND LIMITATIONS CONDITION LIMITATION THE INSURER SHALL ADVANCE ON BEHALF OF THE INSURED INSUREDS COVERED DEFENSE COSTS WHICH THE LNSUREDS COST LNSURED HAVE INCURRED CONNECTION WITH CLAIMS MADE AGAINST IN CLAIM THEM TO OF PRIOR DISPOSITION SUCH CLAIMS PROVIDED THAT TO THE EXTENT IT IS FINALLY CLAIM ESTABLISHED THAT ANY SUCH DEFENSE COSTS COST ARE NOT COVERED UNDER THIS POLICYTHE INSUREDS THI INSURED SEVERALLY TO ACCORDING THEIR INTERESTS INTEREST AGREE TO REPAY THE INSURER SUCH DEFENSE COSTS THE INSURER AND THE LNSUREDS SHALL NOT LNSURED TO SUBJECT SUBSECTION

WITHHOLD UNREASONABLY ANY

CONSENT REFERENCED THIS SUBSECTION7 IN THI

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ALLOCATION
IN ANY CLAIM UNDER LIABILITY OVERAGE THE INSUREDS WHO ARE AFFORDED PART INSURED C COVERAGE FORSUCH CLAIM INCURLOSS LOS OTHER OTHERS INCLUDING INSURED WHO ARE NOT AFFORDEDCOVERAGEFOR SUCH CLAIM OR INCUR AN AMOUNT INSUREDS OF LOS THI CONSISTING BOTH LOSS COVERED BY THIS POLICY LOSS NOT COVERED AND LOS THI THIS BECAUSE SUCH CLAIM
IF

WITH JOINTLY

BY POLICY INCLUDE INCLUDES BOTH COVERED AND UNCOVERED MATTERS THEN THE INSUREDS AND THE INSURER SHALL ALLOCATE SUCH MATTER INSURED AMOUNT BETWEEN
COVERED LOS LOSS AND UNCOVERED LOSS BASED LOS UPON THE RELATIVE

LEGAL EXPOSURE EXPOSURES

OF THE

PARTIE TO PARTIES

COVERED AND

UNCOVERED MATTERS

THERECAN BE AN AGREEMENT ON AN ALLOCATION DEFENSE COSTS THE INSURERSHALL ADVANCE OF COST ON CURRENT BASIS BASI DEFENSE COSTS ALLOCATED TO COVERED LOSS COST IF THERE CAN BE NO AGREEMENTON AN ALLOCATIONOF DEFENSE COSTSTHE COST INSURER SHALL ADVANCE ON CURRENTBASIS DEFENSE COSTS WHICH THE INSURER BELIEVES TO BE COVERED UNDER BASI COST BELIEVE
IF

ARBITRATED OR JUDICIALLY NEGOTIATED DETERMINED ANY ADVANCEMENT OF DEFENSE COSTS COST SHALLBE SUBJECTO AND CONDITIONED T UPON RECEIPT THE INSURER BY OF WRITTEN INSURED UNDERTAKING THE INSUREDSTHAT SUCH BY ADVANCED AMOUNTS SHALL REPAID THE INSURER THE INSUREDS AMOUNT BE TO INSURED SEVERALLY BY TO ACCORDING THEIR RESPECTIVE INTEREST IF INTERESTS AND TO THE EXTENT THE INSUREDSSHALL NOT BE ENTITLED UNDER THE TERMS AND INSURED TERM CONDITION CONDITIONSOF THIS THI SUCH DEFENSE COSTS

UNTIL

THI THIS

DIFFERENT ALLOCATION IS

POLICY

TO POLICY COVERAGEFOR

ARBITRATED OR JUDICIALLY ANY NEGOTIATED DETERMINED ALLOCATION DEFENSE COSTS ON ACCOUNT OF OF COST CLAIM SHALLBE APPLIED TO ALL COST RETROACTIVELY DEFENSE COSTS ON ACCOUNT OF SUCH CLAIM NOTWITHSTANDING A ANY PRIORDVANCEMENT TO THE CONTRARY NY ALLOCATION OR ADVANCEMENT OF DEFENSE COSTS ON ACCOUNT OF CLAIM SHALL NOT APPLY OR CREATE A COST TO ANY WITH TO PRESUMPTION RESPECT THE ALLOCATION OF OTHER LOSS ON ACCOUNT OF SUCH CLAIM OR ANY OTHER CLAIM LOS 9

OTHER
IF

INSURANCE

LOS THI IS ANY LOSS UNDER THIS POLICY INSURED UNDER ANY OTHER VALID AND COLLECTIBLEPOLICYIES PRIOR CURRENT OR THEN THIS POLICYIE THI SUCH LOSS SUBJECTO ITS LIMITATIONS LOS T LIMITATION CONDITIONS CONDITION PROVISIONS PROVISIONAND OTHER TERMS ONLY THE EXTENT TO TERM THAT THE AMOUNT OF SUCH LOSS IS IN EXCESS LOS EXCES OF THE AMOUNT OF SUCH OTHER INSURANCEWHETHER SUCH OTHER INSURANCE IS STATED TO BE PRIMARY CONTRIBUTORY EXCES EXCESS CONTINGENT OTHERWISENLESS SUCH OTHER INSURANCE WRITTENONLY OR UNLES U IS AS SPECIFIC EXCES EXCESS INSURANCE OVER THE LIMITS OF LIABILITYROVIDED THIS LIMIT IN THI POLICY P SHALL COVER POLICY IO

TRANSACTION TRANSACTIONS
A

CHANGING

COVERAGE

OR ACQUISITION

CREATION OF ANOTHER

ORGANIZATION PLAN OR

IF

THE DURING POLICY PERIODTHE COMPANY SECURITIE SECURITIES IN ANOTHER ORGANIZATION CREATES ACQUIRE VOTING ACQUIRES OR CREATE RESULTOF SUCH ACQUISITION CREATION BECOMES OR BECOME SUBSIDIARY ANOTHER

I

ORGANIZATION WHICH

AS

II

ACQUIREANY ACQUIRES ORGANIZATION MERGERINTO OR CONSOLIDATION ITH THE COMPANY BY W OR
WITH TO RESPECT THE FIDUCIARY PART LIABILITY COVERAGE IF PURCHASED CREATE CREATES

III

PLAN

THEN SUBJECT ALL TERMS AND CONDITIONS OF THIS TO TERM CONDITION THI
COVERED UNDER THIS THI

TAKINGPLACEOR
FOR WRONGFUL ACT ACTS

SUSTAINED AFTERSUCH

SUCH ORGANIZATION POLICY PLAN AND ITS INSUREDS SHALL BE INSURED BUT WITH RESPECT COVERED WRONGFUL POLICY ONLY TO ACT ACTS UNDER LIABILITY COVERAGE PART COVERED LOSS UNDER THE COMMERCIAL CRIME OR BOND LOS COVERAGE PART IF PURCHASED
OR ACQUISITION CREATION UNLESS THE INSURER AGREES TO PROVIDE UNLES AGREE COVERAGE BYENDORSEMENT TAKING PLACE LOSS SUSTAINED PRIOR SUCH ACQUISITION CREATION OR LOS TO OR

IF THE TOTAL ASSETS OF SUCH ASSET ACQUIRED ORGANIZATION REFLECTED THE ORGANIZATIONS AS IN ORGANIZATIONTHEN MOST RECENT CONSOLIDATED FINANCIALSTATEMENTS EXCEEDS TWENTYFIVE STATEMENT EXCEED OF THE TOTAL ASSETS OF THE PARENT PERCENT25 ASSET AS COMPANY REFLECTEDIN THE PARENT COMPANYS COMPANY THEN MOST RECENT CONSOLIDATED FINANCIALSTATEMENTS STATEMENT THE PARENT COMPANY AS CONDITION TO PRECEDENT COVERAGEWITH RESPECT SUCH INSUREDS TO INSURED SHALL GIVE

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SHALL PAY ANY

UISITION OR CREATION TO THE INSURER AS ADDITIONAL PREMIUMREQUIRED THE INSURER BY

AND PRACTICABLE

O ACQUISITIONF PARENTCOMPANY IF THE DURING POLICY PERIOD ANY OF THE FOLLOWING EVENT EVENTS THE
OR

OCCUR OCCURS

I

OF ACQUISITION THE
OR

PARENT

COMPANY OR

OF ALL OR

THE MERGER

CONSOLIDATIONF THE PARENT O

PARENTCOMPANY NOT THE SURVIVINGNTITY IS E OR

ALLOF SUBSTANTIALLY ITS ASSETS BY ANOTHER ENTITY ASSET INTO OR WITH ANOTHER ENTITY COMPANY SUCH THAT THE

II

OBTAINING ANY PERSON ENTITY AFFILIATED BY OR GROUPOF PERSONS PERSON OR OR APPOINT DESIGNATET LEAST FIFTY A OF THE DIRECTORS THE PERCENT DIRECTOROF 50
THE

ENTITIE ENTITIES OF THE PARENT

T RIGHTO ELECT

COMPANY

THEN COVERAGEUNDER THIS POLICY CONTINUE FULLFORCE THI WILL IN AND EFFECT UNTIL TERMINATION THIS POLICY OF THI BUT ONLY WITH RESPECT CLAIMS FOR TO CLAIM COVERED WRONGFUL UNDER ACT ACTS LIABILITY COVERAGE TAKINGLACE COVERED PART P OR LOS LOSS UNDER THE COMMERCIAL CRIME OR BOND COVERAGE PART IF PURCHASED SUSTAINED BEFORESUCH EVENT COVERAGE UNDER THIS POLICY CEASE AS OF THE EFFECTIVE THI WILL DATE OF SUCH EVENT WITH RESPECTO CLAIMS FOR T CLAIM ACT ACTS WRONGFUL UNDER LIABILITY COVERAGE PARTTAKING LOS PLACEAND LOSS UNDER THE COMMERCIAL CRIME OR BOND COVERAGE PARTIF PURCHASED SUSTAINEDAFTER SUCH EVENT
SUCH EVENT OCCURS THE INSUREDSSHALL HAVE THE INSURED OCCUR RIGHT OF UPON PAYMENT THE ADDITIONAL PREMIUM DESCRIBED EXTENSION OF THE COVERAGE DESCRIBED IN THE PRECEDING FOREITHER PARAGRAPH YEAR YEAR OR PERIOD FOLLOWING TERMINATION YEAR DISCOVERY THE OF THE POLICY ERIOD BUT THE INSURER P MAY IN ITS SOLE DISCRETION AND SUBJECT ANY ADDITIONAL TO TERM CONDITION TERMS CONDITIONS AND PREMIUMSREQUIRED THE INSURER PREMIUM BY AGREE BY WRITTEN ENDORSEMENT TO THIS POLICY THI TO ANY OTHER DISCOVERY PERIOD REQUESTEDY THE INSUREDS B THI THIS EXTENSION OF COVERAGESHALL APPLY THOSE COVERAGE TO PART PARTS WITH RESPECTO WHICH THE INSUREDS ELECT T INSURED THE THI THIS RIGHT F EXTENSION SHALL LAPSEUNLESS WRITTEN COVERAGEEXTENSION O UNLES NOTICE OF SUCH ELECTION TOGETHER WITH PAYMENT THE ADDITIONALPREMIUM OF DUE IS GIVENBY THE INSUREDS TO THE INSURER WITHIN FORTYFIVE INSURED 45 THE EFFECTIVE DAY DAYSFOLLOWING DATE OF SUCH EVENT
IF

BELOWTO AN

FROM ANY INSURED UPON REQUEST THE INSURER SHALL NOTIFYUCH INSURED OFTHE ADDITIONAL S PREMIUM AMOUNT FOR THI THIS EXTENSION OF COVERAGE THE

INSURED INSUREDS SHALL NOT BE ENTITLED TO ELECT THIS EXTENSION OF THI COVERAGE IF TO PURSUANT SUBSECTION OF THESE GENERAL CONDITIONSAND LIMITATIONS CONDITION
C

PERIOD IS DISCOVERY

ELECTED

CESSATION OF SUBSIDIARIES SUBSIDIARIE
THE DURING POLICYERIOD AN ORGANIZATION P CEASE CEASES TO BE SUBSIDIARYOVERAGEWITH RESPECTTO C AND ITS INSUREDS SHALL CONTINUE UNTIL TERMINATION SUBSIDIARY INSURED OF THIS POLICY SUCH THI COVERAGE CONTINUATION SHALL APPLY WITH RESPECT CLAIMS FOR COVERED TO CLAIM ONLY ACT ACTS WRONGFUL UNDER LIABILITY COVERAGE PARTTAKING AND COVERED LOSS UNDERTHE COMMERCIAL CRIME PLACE LOS OR BOND COVERAGE PARTIF PURCHASED SUSTAINED PRIOR THE DATE SUCH ORGANIZATION TO CEASED TO BE SUBSIDIARY
IF

BEFOREOR

SUCH

D

TERMINATION OF PLAN
IF BEFOREOR THE PERIOD DURING POLICY PLAN IS TERMINATED T COVERAGEWITH RESPECTO SUCH PLAN AND ITS INSURED INSUREDS UNDER THE FIDUCIARY LIABILITY PART COVERAGE IF PURCHASED CONTINUE UNTIL TERMINATIONOF THIS SHALL THI POLICYSUCH COVERAGECONTINUATION SHALL APPLY WITH RESPECT CLAIMS FOR TO CLAIM ACT ACTS WRONGFUL TAKING PLACE PRIOR TO OR AFTERTHE DATE THE PLAN WAS TERMINATED

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REPRESENTATION REPRESENTATIONS

AND

SEVERABILITY

THE INSUREDS REPRESENT INSURED AND ACKNOWLEDGE THAT THE STATEMENTS CONTAINED IN THE APPLICATION STATEMENT AND ANY MATERIALS MATERIAL SUBMITTED OR REQUIREDBE SUBMITTED THEREWITH TO ALLOF WHICH SHALL BE MAINTAINED ON FILE BY THE INSURERAND BE DEEMED ATTACHED TO AND INCORPORATED THIS POLICY IF PHYSICALLY INTO THI AS ARE ATTACHED TRUE AND ARE THE BASIS OF BASI THI THIS POLICYAND DEEMED
ARE TO BE CONSIDERED AS INCORPORATED INTO AND CONSTITUTING OF THI PART THIS POLICYAND II SHALL BE MATERIAL TO THE ACCEPTANCE THIS RISK OR THE HAZARD ASSUMED BY THE INSURER UNDER THIS OF THI THI POLICY THIS POLICY THI IS ISSUED IN RELIANCE UPON THE TRUTHOF SUCH REPRESENTATIONS

IN THE EVENT THE APPLICATION MATERIAL MATERIALS INCLUDING OR OMISSION MISREPRESENTATION
A

SUBMITTED

OR

TO REQUIRED

BE SUBMITTED

CONTAIN C THEREWITHONTAINS

ANY

MADE

WITH THE INTENT TO DECEIVE OR

B

WHICH MATERIALLY AFFECT EITHER THE ACCEPTANCEF THE RISK OR THE HAZARDASSUMED AFFECTS O

POLICY

BY THE

INSURER UNDER THIS THI

THI THIS POLICYHALLBE VOID AB INITIO AS TO S AND ANY PLAN IF ANY EXECUTIVEOFFICERKNEW THE FACTS ANY COMPANY FACT THAT NOT TRUTHFULLY DISCLOSEDIN THE APPLICATIONS PERSON APPLICATION AND II ANY INSURED PERSONS WHO KNEW THE FACTS FACT THAT WERE NOT DISCLOSED IN THE APPLICATIONWHETHER OR NOT SUCH EXECUTIVE OFFICEROR INSURED PERSON KNEW THE TRUTHFULLY
WERE

CONTAINED APPLICATION

SUCH

OR OMISSION MISREPRESENTATION

SUCH

SHALL KNOWLEDGE NOT

BE

INSUREDPERSONS
12

IMPUTEDTO ANY

OTHER

TERMINATION
THI THIS

OF

POLICY AT THE EARLIEST OF THE FOLLOWING TIME TIMES IN W SPECIFIED PRIORRITTEN NOTICE BYTHE PARENT COMPANYTO THE INSURER BY THE PARENT COMPANY AFTER THE EFFECTIVE DATE OF AN EVENT OF THESE GENERAL CONDITIONS AND LIMITATIONS II IF THE CONDITION LIMITATION OR PERIOD IS POLICY

SHALL TERMINATE POLICY

A

THE EFFECTIVE DATE OF TERMINATION THI T PROVIDEDHIS POLICY MAY THAN LONGER
ONE

NOT BE TERMINATED

DESCRIBED IN SUBSECTION 10B
YEAR

B

UPON

OF PERIOD EXPIRATION THE POLICY

AS

SET FORTHIN ITEM

2A

OF THE

DECLARATION DECLARATIONS

C

TWENTY 20

FAILURE PAY TO
D THE

DAY DAYSAFTERRECEIPTY THE PARENT COMPANYOF WRITTEN NOTICE OF TERMINATION FROM THE INSURER B FOR UNLES PREMIUMWHEN DUE UNLESS THE PREMIUMIS PAIDWITHIN SUCH TWENTY 20 DAYSPERIODOR DAY
AS

AT SUCH OTHERTIME

MAY BE

AGREED UPON BY THE

INSURERAND THE PARENT

COMPANY

ABOVE FOR PROVIDED PREMIUM THE INSURER SHALL REFUND THE UNEARNED PREMIUM COMPUTED PRO RATA PAYMENTOR TENDER OF ANY UNEARNED PREMIUMBY THE INSURER SHALL NOT BE CONDITION PRECEDENT THE EFFECTIVENESS SUCH TO EFFECTIVENES OF TERMINATION SUCH PAYMENT BUT SHALL BE MADE AS SOON AS PRACTICABLE

INSURERMAY NOT TERMINATE THIS POLICY THI TO OF PRIOR EXPIRATION THE POLICY AS PERIODEXCEPT

NONPAYMENTOF

13

TERRITORY
ALL

AND

VALUATION
AND OTHER AMOUNTS AMOUNT UNDER THIS THI
ARE POLICY EXPRESSED AND PAYABLEIN

LOS PREMIUM LIMIT RETENTIONLOSS PREMIUMS LIMITS RETENTIONS

THE

OF STATE CURRENCY THE UNITED STATESOF AMERICA IF JUDGMENT RENDEREDSETTLEMENT IS DENOMINATED OR ANOTHER ELEMENT IS OF LOSS UNDER ANY LIABILITY LOS PART IS STATED IN OTHER THAN UNITED STATES OF AMERICA DOLLARS COVERAGE STATE CURRENCY DOLLAR THI SHALL BE MADE IN UNITED STATES DOLLARSAT THE RATE OF PAYMENTUNDER THIS POLICY STATE DOLLAR AS EXCHANGE OF 1201 AM ON THE DATE THE FINAL JUDGMENT REACHED IS THE AMOUNT OF THE SETTLEMENT IS AGREED UPON OR THE OTHER ELEMENT OF LOSS IS LOS DUE RESPECTIVELY UNDER COVERAGE
IN ANYWHERE

THI THIS

SHALL POLICY

EXTEND TO

ACT ACTS TAKINGPLACE OR WRONGFUL

CLAIM CLAIMS

MADE

OR

LOS LOSS

SUSTAINED

THE WORLD

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SUBROGATION
IN THE EVENT OF ANY PAYMENT UNDER THIS POLICYTHE INSURER SHALL BE THI TO SUBROGATED THE EXTENT OF SUCH PAYMENT TO ALL RIGHT OF RIGHTS RECOVERY INCLUDING WITHOUT LIMITATIONTHE INSURED PERSONS PERSON RIGHTS INDEMNIFICATIONOR RIGHT TO ADVANCEMENT FROM THE COMPANY THE INSUREDS SHALL EXECUTE ALL INSURED AND SHALL DO EVERYTHING PAPER PAPERS REQUIRED NECESSARYTO SECURE AND PRESERVE SUCH RIGHTS THE RIGHTINCLUDING EXECUTION OF SUCH DOCUMENTS NECESSARYTO ENABLE THE DOCUMENT INSURER EFFECTIVELY TO BRING SUIT OR OTHERWISE IN PURSUE SUBROGATION RIGHT RIGHTS THE NAME OF THE INSUREDS THE INSUREDS INSURED

15

ACTION NO

AGAINST

THE

INSURER
INSURER

ACTION SHALL LIE

THE AGAINST

UNLES UNLESS AS
PERSON

CONDITION
OR

WITH COMPLIANCE ALLTHE TERMS TERM THE INSURERAS TO PARTY ANY INSURED IMPLEADED THE INSUREDSOR BY

OF THIS THI

POLICYNO

OF ANY INSUREDPERSON SHALL NOT RELIEVE THE INSURER ITS OF OBLIGATION OBLIGATIONS NOR UNDER THIS POLICY THI 16

ACTION AGAINST LNSURED TO LNSUREDS DETERMINE THE INSUREDS INSURED THEIR LEGAL REPRESENTATIVES OR BANKRUPTCY

THERE SHALL HAVE BEEN FULL PRECEDENT THERETO SHALLHAVE ANY RIGHTNDER THIS POLICY ORGANIZATION U THI TO JOIN
NOR LIABILITY SHALL THE INSURERBE OF AN INSOLVENCY INSURED OR OF THE ESTATE

T OF DEPRIVEHE INSURER ITS RIGHTS DEFENSES RIGHTOR DEFENSE

AUTHORIZATION

CLAUSE

OF THI BY ACCEPTANCE THIS POLICY THE PARENT COMPANY AGREE AGREES TO ACT ON BEHALF OF THE INSUREDSWITH RESPECT THE INSURED TO OF GIVINGAND RECEIVINGNOTICE OF CLAIM OR LOSS OR TERMINATION PAYMENT PREMIUMSAND THE LOS THE OF PREMIUM OF RECEIVING ANY RETURN PREMIUMS PREMIUM THAT MAY BECOME DUE UNDER THIS POLICYHE AGREEMENT AND THI T TO OFENDORSEMENTAND ACCEPTANCE ENDORSEMENTS THE GIVING RECEIVING ANY NOTICE PROVIDED IN THIS OR OF FOR THI POLICY T OF EXCEPTHE GIVING NOTICETO APPLY FORTHE

PERIODAND
17

THE INSUREDSAGREE THAT THE PARENTCOMPANY INSURED SHALL ACT ON THEIR BEHALF ASSIGNMENT
MODIFICATION OF AND

DISCOVERY

ALTERATION
NO

HEADING HEADINGS
MADE

CHANGEIN

OR

WRITTEN ENDORSEMENTTO THIS POLICY THI WHICH IS THE TITLE TITLES AND

OF ASSIGNMENT INTERESTUNDER THIS POLICY THI SHALL EFFECTIVE BE WHEN EXCEPT SIGNEDBYAN AUTHORIZED OF THE REPRESENTATIVE INSURER

BY

HEADING TO HEADINGS THE

VARIOU VARIOUS

FOR SOLELY EASE

OF REFERENCE AND DO NOT IN ANY WAY LIMIT

SECTION SUBSECTION OR SECTIONS SUBSECTIONS ENDORSEMENTS
18

PART SECTION SUBSECTIONSAND ENDORSEMENTSOF THE POLICY INCLUDED PARTSSECTIONS SUBSECTION ENDORSEMENT ARE EXPANDOR OTHERWISE AFFECT THE PROVISIONS SUCH PARTS PROVISIONOF PART

ARBITRATION

ONLY IF REQUESTED THE INSUREDSTHE INSURER SHALL SUBMIT ANY DISPUTECONTROVERSYCLAIM BY INSURED OR OUT OF OR ARISING TO THI RELATING THIS POLICY THE BREACHTERMINATION INVALIDITY OR OR THEREOF TO FINAL AND BINDING ARBITRATION TO PURSUANT SUCH RULE RULES AND PROCEDURES THE PARTIES PROCEDURE AS IF THE PARTIES PARTIE MAY AGREE PARTIE CANNOT SO AGREE THE ARBITRATION SHALL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATIONIN ACCORDANCE WITH ITS THEN PREVAILING COMMERCIAL ARBITRATION RULES THE ARBITRATION SHALL CONSIST OF ONE ARBITRATOR PANEL SELECTED BY THE INSUREDS INSURED ONE ARBITRATOR SELECTED THE BY AND THIRD INDEPENDENT INSURER ARBITRATOR SELECTED BY THE FIRSTTWO ARBITRATORS IN ANY SUCH ARBITRATION EACH PARTY WILL BEAR ITS OWN LEGAL FEE FEES AND EXPENSES

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WESTCHESTER FIRE INSURANCE

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COMPANY

OFFICER DIRECTOR OFFICERS AND DIRECTORS SECURITIE SECURITIES LIABILITY COMPANY

I

INSURING A

CLAUSE CLAUSES DIRECTORAND OFFICERS DIRECTORS OFFICER LIABILITYINDIVIDUAL

CLAUSE COVERAGE IS GRANTEDURSUANT ITEM INSURING TO OF THE DECLARATIONS P DECLARATION FOR THI THIS COVERAGE PARTTHE INSURER SHALL PAY ON BEHALF OF THE INSURED PERSONS LOSS FOR PERSON LOS WHICH THE INSUREDPERSONS ARE NOT INDEMNIFIED PERSON BY THE COMPANY AND WHICH THE INSURED PERSONS BECOME LEGALLY PERSON TO OBLIGATED PAY BY REASON OF ANY CLAIM FIRST ADE AGAINST M THE INSUREDPERSONS DURING PERSON THE POLICY PERIOD OR ANY APPLICABLE PERIOD FORANY DISCOVERY ACT ACTS TAKING WRONGFUL TO PLACE PRIOR THE END OF THE POLICY PERIOD
IF

B

DIRECTORAND OFFICERS DIRECTORS OFFICER LIABILITYREIMBURSEMENT CLAUSE COVERAGEIS GRANTEDURSUANT ITEM INSURING TO OF THE DECLARATIONS THIS COVERAGE P DECLARATIONFOR THI PARTTHE INSURERSHALL PAY ON BEHALF OF THE COMPANY LOS LOSS FOR WHICH THE COMPANY GRANT INDEMNIFICATIONTO THE GRANTS INSURED PERSONSAS PERMITTED PERSON OR REQUIRED LAW AND WHICH THE INSUREDPERSONS HAVE BY PERSON BECOME LEGALLY TO OBLIGATED PAY BY REASON OF ANY CLAIM FIRSTMADE AGAINST INSUREDPERSONSDURING THE PERSON THE POLICY PERIOD OR PERIOD FOR ANY WRONGFUL ANY APPLICABLE ISCOVERY D ACT ACTS TAKING TO PLACE PRIOR THE END OF THE POLICY PERIOD
IF

C

COMPANYSECURITIESLIABILITY SECURITIE
CLAUSE INSURING TO COVERAGE IS GRANTED PURSUANT ITEM OF THE DECLARATIONS THI COVERAGE DECLARATIONFORTHIS PARTTHE INSURER SHALL PAY ON BEHALF OF THE COMPANY LOS LOSS WHICH THE COMPANY BECOME BECOMES LEGALLY TO OBLIGATED PAY BY REASON OF ANY SECURITIESCLAIM FIRSTMADE AGAINST SECURITIE THE COMPANY THE PERIOD OR ANY APPLICABLE DURING POLICY PERIOD FOR ANY WRONGFUL DISCOVERY ACT ACTS TAKING PLACE TO PRIOR THE END OF THE POLICY PERIOD
IF

I

OUTSIDE

POSITION

LIABILITY

TO SUBJECT THEIR OTHER TERMS AND CONDITIONS TERM CLAUSE CLAUSES CONDITION INSURING AND INCLUDE COVERAGEFOR ANY INSURED PERSON WHILE SERVING AN OUTSIDE POSITION ANY SUCH IN COVERAGE SHALL BE SPECIFICALLY EXCES EXCESS OF ANY INDEMNITY AND INSURANCE AVAILABLE FROM OR PROVIDED THE OUTSIDE IN BY ENTITY WHICH THE INSURED PERSON SERVES IN THE OUTSIDE SERVE POSITION PAYMENTBY THE INSURER OR ANY OTHER DIRECT OR INDIRECT OF SUBSIDIARYACE LTD UNDER ANOTHER POLICY AS RESULTOF CLAIM AGAINST AN INSURED PERSON IN AN OUTSIDE POSITIONSHALL REDUCEBY THE AMOUNT OF SUCH PAYMENT THE INSURERS LIMIT OF LIABILITY INSURER UNDER THIS POLICY THI WITH RESPECT SUCH CLAIM TO ILL

DEFINITION DEFINITIONS
FOR PURPOSES OF COVERAGEUNDER THIS COVERAGE THI PURPOSE PART CLAIM
MEAN MEANS

1

WRITTEN DEMAND CIVIL

AGAINSTNY A

INSURED FOR MONETARY DAMAGE DAMAGESOR OTHER RELIEF COMMENCED

2

PROCEEDINGGAINSTANY INSURED A

PLEADING
3
AN

BY

THE SERVICE OF

OR COMPLAINT SIMILAR

ARBITRATIONPROCEEDING AGAINSTNY A

INSURED

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RETURNOF AN

PROCEEDINGGAINSTNY INSUREDPERSON A A

BY

INDICTMENT

PERSON

FORMALADMINISTRATIVE REGULATORY OR OR INVESTIGATIVE ADJUDICATORY PROCEEDING AGAINST ANY INSURED
COMMENCED

BY

THE

OF FILING

NOTICE OF

DOCUMENT OR
6 FORMAL

CHARGEFORMAT INVESTIGATIVE ORDER

OR

SIMILAR

CIVIL CRIMINAL ADMINISTRATIVE OR REGULATORY INVESTIGATION AN INSURED PERSON AGAINST BY THE SERVICE UPON OR OTHER RECEIPT THE INSURED PERSON OF WRITTEN NOTICE OR BY FROM THE INVESTIGATING SUBPOENA THE AUTHORITY IDENTIFYING INSUREDPERSON AS AN INDIVIDUAL AGAINST WHOM FORMAL PROCEEDINGAY BE COMMENCED M
COMMENCED

INCLUDING APPEAL THEREFROM ANY
INSURED INSUREDS EITHER IN
1 2 INSURED THE
OR SINGULAR PLURALEANS MEAN M

THE INSUREDPERSONSAND PERSON WITH TO SOLELY RESPECT INSURING CLAUSE CLAUSES THE
OR SINGULAR PLURAL MEAN MEANS

AND

THE

COMPANY

PERSON PERSONS EITHER IN
1

ANY

ONE

OR OR

MORE

TRUSTEE TRUSTEES UNITED 2

PERSON PERSONS WHO WERE NOW ARE OR SHALL BECOME OFFICER OFFICERS OF THE COMPANYOR WITH RESPECTO T

ELECTED APPOINTED OR DULY DIRECTOR DIRECTORS
OUTSIDE COMPANY INCORPORATED THE

STATE THEIR FUNCTIONAL QUIVALENT STATES E

OF EXCLUSION A8 3

WITH T SOLELY RESPECTO INSURING CLAUSE OTHER NATURAL PERSONS NOT DESCRIBED IN ANY ONE OR MORE PERSON SUBPARAGRAPHABOVE WHO WERE NOW ARE OR SHALL BECOME FULLOR PARTTIME EMPLOYEE OF EMPLOYEES THE SUCH OTHER EMPLOYEES COMPANY PROVIDED EMPLOYEE SHALL NOT BE CONSIDERED INSURED PERSONSFOR PURPOSES PERSON PURPOSE IN SUBSECTION IV OF THIS COVERAGE THI PART AND AND
ARE OR

WITH RESPECT INSURING TO CLAUSE CLAUSES SOLELY

ABOVE WHO SUBPARAGRAPH
LOS LOSS
MEAN MEANS

WERE

NOW

NATURAL PERSONS DESCRIBED IN ANY ONE OR MORE PERSON SHALL BECOME SERVING AN OUTSIDE POSITION IN

ACCOUNT OF EACH CLAIM AND FORALL EXERCISED MADE AGAINST THEM FOR WRONGFUL ACT ACTS FOR WHICH COVERAGE APPLIES INCLUDING APPLIE BUT NOT LIMITED TO DAMAGES JUDGMENTSANY AWARD OF DAMAGE JUDGMENT AND POST PREJUDGMENT JUDGMENT INTERESTETTLEMENTS SETTLEMENT AND DEFENSE COSTS LOSS DOES NOT INCLUDE S LOS DOE LNSURED ANY AMOUNT FORWHICH THE LNSUREDS ARE ABSOLVEDFROM PAYMENT TAXE FINE TAXES FINES OR PENALTIES PENALTIEIMPOSEDBY LAW OR MATTER MATTERS UNINSURABLE UNDER THE LAW THI PURSUANTTO WHICH THIS POLICYIS CONSTRUED THI THIS DEFINITIONDOES NOT EXCLUDE PUNITIVE DOE OR EXEMPLARY MULTIPLE DAMAGE DAMAGES TO THE EXTENT SUCH DAMAGES ARE INSURABLEUNDER THE INTERNAL DAMAGE LAW LAWS OF ANY JURISDICTION WHICH HAS SUBSTANTIAL RELATIONSHIP INSUREDS TO THE INSURED THE INSURER THI THIS POLICY SUCH CLAIM OR

THE AMOUNT WHICH THE INSUREDSBECOME INSURED

CLAIM CLAIMS IN THE POLICY PERIOD AND THE

LEGALLY TO OBLIGATED PAY ON
IF

DISCOVERY PERIOD

NONPROFIT
501

THE DEFINITIONOF

C3

OF THE INTERNAL REVENUE CODE OF

MEAN MEANS ENTITY ANY NONPROFIT CORPORATION COMMUNITY CHEST FUND OR FOUNDATION THAT IS NOT INCLUDED IN COMPANYAND II EXEMPTFROM FEDERALINCOME TAX AS AN ORGANIZATION DESCRIBED IN SECTION

1986

AS

AMENDED

OUTSIDE

ENTITY MEAN MEANS
1 2 ANY NONPROFITENTITY OR
IF ANY OTHER ENTITY SUCH COVERAGEIS

SPECIFICALLY GRANTEDY ENDORSEMENTTO THIS POLICY B THI

MPDO

001 499

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OUTSIDE HELD

Document 41-5

Filed 07/01/2005

Page 16 of 30

POSITION MEANS THE POSITION DIRECTOR MEAN OF OFFICER MANAGER TRUSTEE OR OTHER EQUIVALENT EXECUTIVE POSITION ELECTED OR APPOINTED BY ANY DULY TRUSTEE OR OFFICEROF THE COMPANY AN OUTSIDE DIRECTOR IN IF ENTITY SERVICE IN SUCH POSITION WITH THE KNOWLEDGE IS AND CONSENT OF AT THE DIRECTION OR REQUEST F OR OF O DUTIE PART THE DUTIES REGULARLY TO ASSIGNED THE INSURED PERSON BY THE COMPANY

SECURITIE SECURITIES
1

MEAN MEANS

COMMON

OR

STOCK PREFERRED

OR

INTEREST THE COMPANY IN OR
2

WARRANT RIGHTWARRANTS OR OPTIONS SUCH STOCK REPRESENTINGOWNERSHIP RIGHTS OPTION IN AN TO OR RIGHT ACQUIRE DISPOSE SUCH INTEREST OF OR

NOTE BOND NOTES BONDS OR DEBENTURES REPRESENTING DEBT OWED BY THE COMPANY THE EXTENT SUCH DEBENTURE TO INSTRUMENT WOULD BE DEEMED SECURITIES INSTRUMENTS SECURITIE UNDER THE FEDERALR STATE LAWS OF THE UNITED STATES O LAW
MEAN MEANS

SECURITIE SECURITIES CLAIM
1 2

ANY CLAIM WHICH IN WHOLE
OR

OR

IN

IS PART

BROUGHT ONE BY
BASED

MORE

SECURITIE HOLDERS THE COMPANY THEIRCAPACITY SUCH OR SECURITIES HOLDER OF IN AS

OUT OF OR ATTRIBUTABLE THE PURCHASE SALE OF OR OFFERTO UPON ARISING TO OR PURCHASER SELL O SECURITIE SECURITIES ISSUED BY THE COMPANY WHETHER SUCH PURCHASESALE OR OFFER INVOLVES INVOLVE TRANSACTION ITH THE COMPANY OCCURS IN THE OPEN MARKET INCLUDING W OR OCCUR WITHOUT LIMITATION ANY SUCH CLAIM BROUGHT THE SECURITIES BY SECURITIE AND EXCHANGE COMMISSION OR ANY OTHER CLAIMANT ANY FOR PURPOSES OF PURPOSE

SECURITIE SECURITIES CLAIM

CLAUSE INSURING

ADMINISTRATIVE OR INVESTIGATIVE REGULATORY OR PROCEEDING
A WRONGFULCT 1
MEAN MEANS

SHALL NOT INCLUDE ANY CRIMINAL PROCEEDING ANY ANY

INVESTIGATION

ANY ERROR MISSTATEMENT MISLEADING STATEMENT ACT OMISSION NEGLECT BREACH OF OR OR ALLEGEDLY COMMITTED OR ATTEMPTED ANY OF THE INSURED PERSONS IN THEIR PERSON BY
AN

OUTSIDE POSITIONOR WITH RESPECT INSURING TO CLAUSE

DUTY ACTUALLY AS CAPACITY SUCH OR IN

BY THE COMPANY OR
OF THEIR SERVING SUCH IN

2

ANY MATTER CLAIMED AGAINST THE INSURED PERSONS SOLELY REASON PERSON BY OR IN AN OUTSIDE POSITION

CAPACITY

IV

EXCLUSION EXCLUSIONS
A THE INSURER SHALL NOT BE LIABLEFORLOSS LOS
1
ON

ACCOUNT OF ANY CLAIM MADE

AGAINSTNY INSURED A

OUT OF OR ATTRIBUTABLE ANY FACT CIRCUMSTANCEOR SITUATION WHICH HAS UPON ARISING TO BEEN OF SUBJECT ANY WRITTEN NOTICE GIVEN UNDER ANY POLICY WHICH THIS POLICY OF THI IS RENEWAL OR REPLACEMENT THE BASED
ON OR

BASED

2

OUT OF OR ATTRIBUTABLE ANY PRIOR PENDINGLITIGATION UPON ARISING TO OR AGAINST ANY INSUREDFILED BEFORETHE APPLICABLE PRIOR LITIGATION DATE SET FORTH IN ITEM OF THE DECLARATIONS DECLARATION FOR THIS THI COVERAGE OR THE SAME OR SUBSTANTIALLY PART THE SAME FACTCIRCUMSTANCEOR SITUATION

THEREIN ALLEGED
3

UNDERLYING OR

FORBODILY MENTAL ANGUISHEMOTIONAL DISTRESS INJURY DISTRES SICKNESSDISEASE OR DEATH OF ANY PERSON SICKNES FOR DAMAGETO OR DESTRUCTION OF ANY TANGIBLE ROPERTY P LOS LOSS INCLUDING OF USE THEREOF THIS BUT THI EXCLUSIONSHALL NOT APPLY WITH RESPECT ANY ACTUAL OR ALLEGEDENTAL TO M OR ANGUISH EMOTIONAL

OR

DISTRES IN DISTRESS ANY EMPLOYMENTRELATED CLAIM

MPDO

001 499

PAGE

OF

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Page 17 of 30

BASED UPON ARISING OUT OF OR ATTRIBUTABLE TO THE ACTUAL ALLEGED THREATENED OR DISCHARGE RELEASE ESCAPE SEEPAGE MIGRATIONR DISPOSAL POLLUTANTS O OF POLLUTANTINTO OR ON REAL OR PERSONALPROPERTY WATER OR THE ATMOSPHERE OR OR THAT ANY DIRECTION REQUEST THE INSUREDSTESTFORMONITOR INSURED CLEAN UP REMOVE CONTAIN TREATDETOXIFYNEUTRALIZE POLLUTANTS OR OR POLLUTANT ANY VOLUNTARY DECISION TO DO SO WITHOUT LIMITATION INCLUDING SECURITIE ANY SECURITIESCLAIM OR ANY OTHER CLAIM BY OR ON BEHALF THE OF ITS SECURITIE HOLDER COMPANY SECURITIES HOLDERS OR CREDITORS BASED UPON ARISING OF OR ATTRIBUTABLE THE CREDITOR OUT TO MATTER MATTERS DESCRIBED IN THIS EXCLUSION THI BUT THIS EXCLUSION SHALL NOT APPLY THI WITH RESPECT ANY SECURITIES TO SECURITIE CLAIM AGAINST INSURED PERSONSFORWHICH THE PERSON DOE DOES NOT INDEMNIFY INSUREDPERSONS COMPANY THE PERSON EITHERBECAUSE THE COMPANY NEITHER PERMITTED IS NOR REQUIRED GRANT TO SUCH INDEMNIFICATION OR BECAUSE OF THE FINANCIAL IMPAIRMENT THE COMPANY OF FOR

5

PERSON PERSONS BEFORE THE DATE SUCH
6

WRONGFUL ACTUALLY ALLEGEDLY ACT ACTS OR COMMITTED OR ATTEMPTED BY BECAME AN INSURED SUBSIDIARY
OF KNOWLEDGE ITS WRONGFUL NATURE

OR SUBSIDIARY

ITS INSURED

BASED UPON
ACTUAL

OUT OF OR ATTRIBUTABLEO ANY WRONGFUL COMMITTED ARISING T ACT BYSUCH INSUREDWITH
OR

APPEALABLE JUDGMENTOR ADJUDICATIONDVERSE TO SUCH INSURED ESTABLISHES THAT SUCH A ESTABLISHE INSURED COMMITTED SUCH THI WRONGFUL BUT THIS EXCLUSIONSHALL NOT APPLY LOSS INDEMNIFIED ACT TO LOS THE

WITH INTENT TO CAUSE

IF DAMAGE

FINAL AND

NON

COMPANY
7

BY

BASED UPON ARISING OUT OF OR ATTRIBUTABLE SUCH INSURED TO IN GAINING FACTANY PROFIT EMUNERATION R FINANCIAL TO ADVANTAGE WHICH SUCH INSUREDWAS NOT LEGALLY BUT THI ENTITLED THISEXCLUSIONSHALLNOT TO LOS APPLY LOSS INDEMNIFIED BY THE COMPANY
OR OR BROUGHT MAINTAINED BY OR ON

8

BEHALF OF THE

EXCEPT
A

OR COMPANY

ANY INSURED PERSON IN ANY

CAPACITY

DERIVATIVEACTION BROUGHT OR MAINTAINED ON BEHALFOF THE COMPANY ONE BY PERSON PERSONS WHO ARE NOT INSURED PERSONS AND WHO BRING PERSON AND MAINTAIN THE CLAIM WITHOUT THE SOLICITATION ASSISTANCE OR ACTIVE PARTICIPATIONTHE COMPANY OF OR ANY INSURED
OR MORE

CLAIM THAT IS

PERSON
B
AN

EMPLOYMENTRELATED CLAIM
CLAIM

OR

C

OR BROUGHT MAINTAINED BY ANY INSURED PERSON

CLAIM 9 FOR

RESULT RESULTSFROM ANOTHER CLAIM DIRECTLY

FOR CONTRIBUTION OR

COVERED UNDER THIS THI

IF INDEMNITY THE

POLICY
OR BROUGHT OR

ACT WRONGFUL BY AN INSURED PERSON IN AN OUTSIDE POSITION IF SUCH CLAIM IS MAINTAINED BY OR ON BEHALF OF THE OUTSIDE IN ENTITY WHICH THE INSURED PERSONSERVES SERVE BEHALFOF ANY DIRECTOR OFFICERR TRUSTEE SUCH ENTITY O OF EXCEPT
A

BY OR

ON

IS DERIVATIVEACTION BROUGHT MAINTAINED ON BEHALFOFSUCH OR ENTITY ONE OR BY PERSON PERSONS WHO ARE NOT DIRECTORS DIRECTOR OFFICEROR TRUSTEE OFFICERS TRUSTEES OF SUCH ENTITY WHO BRING AND AND MAINTAIN THE CLAIM WITHOUT THE SOLICITATION ASSISTANCE OR ACTIVEPARTICIPATIONSUCH OF ENTITY OR SUCH DIRECTORS DIRECTOR OFFICER OR TRUSTEEOR OFFICERS TRUSTEES MORE
AN

CLAIM THAT

B

SUCH 10 FOR

EMPLOYMENTRELATED CLAIM BROUGHT MAINTAINED BY OR ENTITY

O DIRECTORFFICER OR

TRUSTEE OF

OR ATTEMPTED BY INSURED PERSONS IN THEIR PERSON DIRECTOR OFFICERRUSTEE EMPLOYEE ANY ORGANIZATION THANAN OUTSIDE T OR OF OTHER ENTITY OR THE COMPANYEVEN IF SERVICE IN SUCH IS CAPACITY WITH THE KNOWLEDGE CONSENT OF AT THE AND DIRECTIONOR REQUESTOF OR PARTOF THE DUTIES DUTIE REGULARLY TO ASSIGNED THE INSURED PERSON BY THE AS CAPACITY

WRONGFUL ACTUALLY ALLEGEDLY ACT OR COMMITTED

COMPANY

MPDO

001 4199

PAGE OF

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Case 1:04-cv-00725-RPM
11 FOR AN ACTUAL
OR

Document 41-5
OF THE

Filed 07/01/2005

Page 18 of 30
DUTIE DUTIES TO

VIOLATION ALLEGED
OR

OR RESPONSIBILITIE RESPONSIBILITIES OBLIGATION OBLIGATIONS

IMPOSEDBY ERISA EMPLOYEE OF EMPLOYEES
THE

FIDUCIARIE HEALTH AND WELFARE OR OTHER EMPLOYEE BENEFIT PLAN UPON FIDUCIARIES OF ANY PENSIONPROFIT SHARING
OR

TRUST ESTABLISHED

MAINTAINED

FOR THE PURPOSE OF

BENEFIT BENEFITS PROVIDING

COMPANY OR
12 BASED OUT OF OR ATTRIBUTABLE TO THE ACTUAL OR PROPOSEDAYMENTBY THE COMPANYOF UPON ARISING P CONSIDERATION IN CONNECTION WITH THE COMPANYS PURCHASE SECURITIES ALLEGEDLY INADEQUATE OF SECURITIE COMPANY ISSUED BY ANY COMPANY BUT THIS EXCLUSION SHALL NOT APPLYTO DEFENSE COSTS OR TO INSURING THI COST CLAUSE CLAUSES
OR

B

B

OF EXCLUSION SEVERABILITY EXCLUSIONS FOR THE PURPOSEOF 1 2 THE OF ANY DETERMINING APPLICABILITY EXCLUSION SET FORTH THIS SECTION IV IN THI

THE WRONGFUL OF ANY INSURED PERSON SHALL NOT BE ACT THE ACT ONLY WRONGFUL CLAIM RETENTION OTHER PROVISION THIS POLICY THE IN THI TO

TO IMPUTED ANY OTHER INSURED PERSONS AND PERSON TO IMPUTED THE COMPANY

OF ANY EXECUTIVE OFFICER SHALL BE

V

SECURITIE SECURITIES

NOTWITHSTANDING ANY
1 THE

WITH TO SECURITIE CONTRARY RESPECT ANY SECURITIESCLAIM SHALL

RETENTION SET FORTH IN ITEM 2A OF THE DECLARATIONS FOR THIS COVERAGE DECLARATION THI APPLICABLE PART TO COST O APPLY ONLY DEFENSE COSTS NOT TO ANY SETTLEMENT JUDGMENTR OTHER DAMAGE AND

2

IF THE SECURITIES CLAIM SECURITIE IS FULLY AND FINALLY RESOLVED WITH RESPECT ALL DEFENDANT INSUREDS WITHOUT TO INSURED INSURED LIABLE TO PAY ANY MONETARY ANY DEFENDANT INSUREDS BECOMINGLEGALLY DAMAGE DAMAGESOR SETTLEMENT ON ACCOUNT OF SUCH SECURITIES CLAIM NO RETENTION SHALL APPLY SECURITIE WITH RESPECT ANY DEFENSE COSTS ON TO COST ACCOUNT OF SUCH SECURITIES CLAIM SECURITIE

IL

PAYMENT

PRIORITY OF ANY COVERED LOSS WHICH IS OTHERWISE DUE AND OWINGBY THE INSURER UNDER THIS COVERAGE LOS THI PART LIMIT OF LIABILITY TO LOS THENREMAINING APPLICABLE SUCH LOSS THE INSURER SHALL PAY SUCH LOSS SUBJECT LOS TO
IN LIABILITY

IF

THE AMOUNT THE

EXCEED EXCEEDS

SUCH LIMIT OF 1 2

THE

FOLLOWING PRIORITY

FIRST THE INSURER SHALL PAY ANY SUCH LOSS COVERED UNDER INSURING LOS CLAUSE
IF SECOND ONLY AND TO THE EXTENT THE PAYMENT UNDER SUBPARAGRAPH ABOVE DOES NOT EXHAUST THE DOE LIMIT OF LIABILITY THE INSURER SHALL PAY ANY SUCH LOSS COVERED UNDER ANY OTHER INSURING LOS APPLICABLE

CLAUSE T THE OF WRITTENREQUEST SUBJECTO THE FOREGOING PARAGRAPH INSURER SHALL FROM THE PARENT COMPANY UPON RECEIPT LOS CLAUSE ANDOR INSURING DELAYANY PAYMENTOF COVERED LOSS OTHERWISE DUE AND OWINGUNDER INSURING CLAUSE UNTILSUCH TIME AS THE PARENT COMPANY THE INSURER WITH TO DESIGNATE PROVIDED INSURERS LIABILITY RESPECT ANY SUCH DELAYED DESIGNATES LOS LOSS PAYMENT SHALL NOT BE INCREASED AND SHALL NOT INCLUDE ANY INTEREST ACCOUNT OF SUCH DELAY ON

MPDO

001 499

PAGE

OF

QWESTOO1

35

Case 1:04-cv-00725-RPM

Document 41-5
COLORADO

Filed 07/01/2005

Page 19 of 30

NONRENEWAL

NAMED

INSURED

ENDORSEMENT

NUMBER

HE

QUIZNO QUIZNOS

HOLDING
NUMBER POLICY G21635662

COMPANY POLICYPERIOD 002
EFFECTIVE DATE OFENDORSEMENT

POLICY SYMBOL
DON
ISSUED

07312003
COMPANY

TO

07312004

07312003

BY NAME OF INSURANCE COMPANY WESTECHESTER FIRE INSURANCE

THI THIS

ENDORSEMENT

CHANGE CHANGES

THE

POLICY

PLEASE

READ

IT CAREFULLY

A

THE

IS ADDED FOLLOWING

AND

SUPERSEDEANY SUPERSEDES

OTHER PROVISION THE TO

CONTRARY

NONRENEWAL
IF WE

DECIDE

NOT TO

RENEW

THI THIS

WE POLICY

WILL MAIL

DECLARATION DECLARATIONS WRITTENNOTICE OF THE NONRENEWAL W POLICY RITTEN FOR
IF

AT LEAST 45
OR

TERM OF MORE

THAN

ONE

YEAR

FIRSTCLAS FIRSTCLASS MAIL TO THE FIRST NAMED INSURED SHOWN IN THE THROUGH DAY DAYSBEFORE THE EXPIRATION DATE OR ITS ANNIVERSARY DATE IF IT IS WITH NO FIXED EXPIRATION DATE

NOTICE IS MAILED

OF WILLBE PROOF MAILING
IS ADDED

SUFFICIENT PROOF NOTICE OF

B

THE

CONDITION FOLLOWING IN PREMIUM

NCREASE

OR

DECREASE

IN

COVERAGE

OR DECREASE THE COVERAGE BENEFITS ON BENEFIT PREMIUM UNILATERALLY FIRSTCLAS FIRSTCLASS MAIL WRITTENNOTICE OF OUR INTENTIONINCLUDING ACTUAL REASON THROUGH THE ADDRES ADDRESS KNOWN TO US AT LEAST 45 DAYS BEFORE THE EFFECTIVE DATE MAILING DAY

WE WILL NOT INCREASE THE MAIL

RENEWAL OF THIS THI

UNLES UNLESS POLICY

WE

TO THE FIRSTNAMED

INSURED INSUREDS LAST

ANY DECREASE
1

IN COVERAGE

THE TERM DURING POLICY

MUST BE BASED

ON

ONE

OR MORE

OF THE FOLLOWING REASON REASONS

OF NONPAYMENT PREMIUM FALSE STATEMENT MADE BY THE KNOWINGLY INSURED THE FOR OR APPLICATION INSURANCE

2

ON

3

SUBSTANTIAL

EFFECTIVE DATE OF THE

IN CHANGE THE EXPOSURE OR RISK OTHER THAN THAT INDICATED IN THE APPLICATION UNDERWRITTEN OF THE AND AS UNLES UNLESS THE FIRST NAMED INSURED HAS NOTIFIED US OF THE CHANGE POLICY AND WE ACCEPT SUCH

CHANGE
IF

NOTICE IS MAILED

OF WILLBE PROOF MAILING

SUFFICIENT PROOF NOTICE OF

CPCU 3REGG RENTKO
AUTHORIZED CCLKLLD AGENT

0402

PTD IN USA

QWESTOO1

36

Case 1:04-cv-00725-RPM

Document 41-5

Filed 07/01/2005

Page 20 of 30

DISCLOSURE NOTICE POLICYHOLDER OF TERRORISM INSURANCE
NAMED INSURED

COVERAGE
ENDORSEMENT NUMBER

THE

QUIZNO QUIZNOS

HOLDING
NUMBER POLICY G21635662

COMPANY POLICYPERIOD 002
EFFECTIVEDATE OF ENDORSEMENT

POLICY SYMBOL
DON
ISSUED

07312003
COMPANY

TO

07312004

07312003

BY NAME OF INSURANCE COMPANY WESTECHESTER FIRE INSURANCE

THI THIS

ENDORSEMENT

CHANGE CHANGES

THE

POLICY

PLEASE

READ

IT CAREFULLY

YOU SHOULDBE LOSSE LOSSES CAUSED

TERRORISM COVERAGE

THAT UNDER THE TERRORISM RISK INSURANCEACT OF 2002 THE NOVEMBER 26 2002 ANY ACT EFFECTIVE ACT BYCERTIFIED ACTS OF TERRORISM UNDER YOUR EXISTING REIMBURSEDBYTHE UNITED STATES COVERAGEMAY BE PARTIALLY STATE UNDER FORMULA ESTABLISHED BY FEDERAL LAW APPLICABILITY IS SUBJECT THE TERMS AND CONDITIONS EACH INDIVIDUAL TO TERM CONDITION OF POLICY THE ACT WAS SPECIFICALLY TO ADDRES DESIGNED ADDRESS THE ABILITYF BUSINESSES AND INDIVIDUALSTO OBTAIN PROPERTY CASUALTY O BUSINESSE INDIVIDUAL AND INSURANCE FORTERRORISMAND TO PROTECT CONSUMER CONSUMERS BY ADDRESSING MARKETDISRUPTIONS ENSURE THE CONTINUEDAVAILABILITY AND DISRUPTION OF
AWARE

FORLOSSES ARISING LOSSE OUT OF ACTS OF ACT ACT THAT IS CERTIFIEDBY THE ANY OF THE IN SECRETARY TREASURY CONCURRENCE WITH THE SECRETARY OF STATEAND THE ATTORNEY GENERAL OF THE UNITED STATESTO BE AN ACT OF TERRORISM BE TO VIOLENT ACT OR AN ACT THAT IS DANGEROU HUMAN LIFE PROPERTY INFRASTRUCTURE TO DANGEROUS OR TO HAVE RESULTED IN DAMAGEWITHIN THE UNITED STATESOR OUTSIDE THE UNITED STATESIN THE CASE OF STATE STATE AN AIR CARRIEROR VESSEL THE

TERRORISM AS

UNDER THE TERMS OFTHE ACT YOU MAY TERM DEFINED IN SECTION 1021

NOW

HAVE THE

TO INSURANCECOVERAGE RIGHT PURCHASE
MEAN MEANS

OF THE ACT

THE TERM ACT OF TERRORISM

OR

STATE PREMISE OF UNITED STATES MISSION AND TO HAVE BEEN COMMITTED BYAN INDIVIDUALOR INDIVIDUALSACTING BEHALFOF PREMISES INDIVIDUAL ON ANY OF FOREIGN PERSON OR FOREIGN INTERESTAS PART AN EFFORT COERCE THE CIVILIAN POPULATION THE UNITED STATES OR TO INFLUENCE TO OF STATE THE POLICY AFFECTTHE CONDUCT OF THE UNITED STATES GOVERNMENTBY COERCION OR STATE THE ACT IS SHARED BETWEEN INSURANCECOMPANIES COMPANIE COVERED BY THE ACT AND THE UNDER THE FORMULA SET FORTHIN THE ACT THE UNITED STATES STATE PAYS 90 OF COVERED TERRORISM LOSSES LOSSE EXCEEDING PAY THE STATUTORILY ESTABLISHED DEDUCTIBLE HICH IS PAID BY THE INSURANCE W THE COMPANY PROVIDING COVERAGE WE ARE PROVIDING WITH THE TERRORISM COVERAGEREQUIRED THE ACT THE YOU BY PREMIUMFORTHE COVERAGE IS SET FORTHBELOW TERRORISM RISK INSURANCE ACT PREMIUM T938 UNITED STATES FOR U RESPONSIBILITY COMPENSATIONNDER

C GREGG RENTKO CPCU
AUTHORIZED CCLKLLD AGENT

0402

PTD IN USA

QWESTOO1

37

Case 1:04-cv-00725-RPM

Document 41-5

Filed 07/01/2005

Page 21 of 30

FAILURE TO EFFECT AND MAINTAIN
AMED INSURED

INSURANCE EXCLUSION
ENDORSEMENT NUMBER

1E

QUIZNO QUIZNOS

HOLDING

COMPANY POLICYPERIOD 002
EFFECTIVEDATE OF ENDORSEMENT

POLICY SYMBOL
DON
ISSUED

POLICYUMBER N
G21635662

07312003
COMPANY

TO

07312004

07312003

BYNAME

OF INSURANCE

COMPANY
INSURANCE

WESTECHESTER

FIRE

THI THIS

ENDORSEMENT

CHANGE CHANGES

THE

POLICY

PLEASE

READ

IT CAREFULLY

TT IS AGREED THAT THE INSURER SHALL NOT BE LIABLE FORLOSS ON ACCOUNT OF ANY CLAIM MADE LOS AGAINST ANY INSUREDBASED UPON OUT ARISING OF OR ATTRIBUTABLE THE FAILURE OR OMISSION OF AN INSUREDTO OBTAIN EFFECTR MAINTAIN ANY INSURANCEOR BOND TO O TO COMPLY WITH THE TERMS OF ANY INSURANCE POLICY BOND TERM OR

OR

ALL OTHER TERM TERMS AND CONDITIONS CONDITION REMAIN

UNCHANGED

CREGG RENTKO CPCU
AUTHORIZED CCLKLLD AGENT

0402

PTD IN USA

QWESTOO1

38

Case 1:04-cv-00725-RPM
AMENDED
NAMED INSURED

Document 41-5

Filed 07/01/2005
UNILATERAL ELECTION

Page 22 of 30

PERIOD DISCOVERY

ENDORSEMENT NUMBER HOLDING
NUMBER POLICY G21635662 OF INSURANCE

THE

QUIZNO QUIZNOS

COMPANY
P POLICYERIOD EFFECTIVEDATE OF ENDORSEMENT

POLICY SYMBOL
DON
ISSUED

002

07312003
COMPANY

TO

07312004

07312003

BY NAME

COMPANY
INSURANCE

WESTECHESTER

FIRE

THI THIS

ENDORSEMENT

CHANGE CHANGES

THE

POLICY

PLEASE

READ

IT CAREFULLY

IT

IS

THAT CLAUSE 4 DISCOVERY AGREED PERIODOF THE GENERALTERMS TERM

AND

CONDITION IS CONDITIONS

WITH THE FOHOWING 4

DELETED IN ITS ENTIRETY AND

REPLACED

DISCOVERY

PERIOD

OF PAYMENT BY LIABILITY COVERAGE PART FORTHE DISCOVERY PERIOD SET FORTHIN ITEM 5B OF THE DECLARATIONS DECLARATIONFOLLOWING EFFECTIVE THE DATE OF SUCH NONRENEWAL OR TERMINATIONUT ONLY B WITH RESPECT TO COVERED WRONGFUL TAKING ACT TO PLACE PRIOR THE EFFECTIVE DATE OF SUCH NONRENEWAL OR TERMINATION THIS RIGHTF EXTENSION SHALL THI O UNLES LAPSEUNLESS WRITTENNOTICE OF SUCH ELECTION WITH OF TOGETHER PAYMENT THE ADDITIONAL PREMIUMDUE IS GIVENBY THE LNSUREDS THE INSURER LNSURED TO WITHIN THE EFFECTIVE THIRTY DAYSFOLLOWING 30 DAY DATE OFTERMINATION OR NONRENEWAL WITH RESPECTO ANY LIABILITY T PART SHALL EQUAL THAT COVERAGE OF THE DECLARATIONS OF THE ANNUAL PREMIUM DECLARATION FORSUCH LIABILITY OVERAGE PART THE C ENTIRE PREMIUM FORSUCH DISCOVERYERIOD SHALLBE DEEMED FULLY P EARNED AND NONREFUNDABLE UPON PAYMENT SET FORTHIN ITEM 5A PERCENT THE

IF THE INSURER DOE DOES NOT RENEW ANY LIABILITY INSURED COVERAGEARTTHE INSUREDSSHALL HAVE THE RIGHT P UPON THE ADDITIONAL PREMIUMDESCRIBEDBELOWTO AN EXTENSION OF THE COVERAGE GRANTED SUCH

PREMIUMDUE

FORSUCH

PERIOD DISCOVERY

ALL OTHERTERMS AND CONDITIONS REMAIN TERM CONDITION

UNCHANGED

C GREGG RENTKO CPCU
AUTHORIZED CC1E15 PRINTED IN USA AGENT

QWESTOO1

39

Case 1:04-cv-00725-RPM
AMENDED
NAMED INSURED

Document 41-5
POST

Filed 07/01/2005

Page 23 of 30

PROVISION POLICYREPORTING
ENDORSEMENT NUMBER

LHE

QUIZNO QUIZNOS

HOLDING
NUMBER POLICY G21635662

COMPANY

POLICYYMBOL S
DON
ISSUED

POLICYERIOD P
002

EFFECTIVE DATE OF ENDORSEMENT

07312003
COMPANY

TO

07312004

07312003

BY NAME OF INSURANCE COMPANY WESTECHESTER FIRE INSURANCE

THI THIS

ENDORSEMENT

CHANGE CHANGES

THE

POLICY

PLEASE

READ

IT CAREFULLY

IT

IS

AND

THAT THE PHRASE AGREED AND SECOND PARAGRAPHS CLAUSE 6 NOTICEOF THE GENERALTERMS OF NINETY 90 DAYS IN THE FIRST DAY PARAGRAPH TERM CONDITION IS CONDITIONS DELETED AND REPLACED WITH FIFTE