2022-077-E-IT Dept-PUBLIC LIBRARY ASSOCIATION, a divison of the American Library Association-Digital learning

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DocuSign Envelope ID:24BBAFA9-CD81-4144-ACEF-E9036E703739 Regulatory Proceeding. Defense counsel will be mutually agreed by the Named Insured and the Underwriters but, in the absence of such agreement, the Underwriters' decision will be final. With respect to the Payment Card Liabilities & Costs insuring agreement, coverage will be provided on an indemnity basis and legal counsel will be mutually agreed by the Named Insured and the Underwriters. The Underwriters will pay actual loss of salary and reasonable expenses resulting from the attendance by a corporate officer of the Insured Organization at any mediation meetings, arbitration proceedings, hearings, depositions, or trials relating to the defense of any Claim, subject to a maximum of USD 2,000 per day and USD 100,000 in the aggregate, which amounts will be part of and not in addition to the Policy Aggregate Limit of Liability. Settlement of Claims If the Insured refuses to consent to any settlement recommended by the Underwriters and acceptable to the claimant, the Underwriters' liability for such Claim will not exceed: 1. the amount for which the Claim could have been settled, less the remaining Retention, plus the Claims Expenses incurred up to the time of such refusal; plus 2. sixty percent (60%) of any Claims Expenses incurred after the date such settlement or compromise was recommended to the Insured plus sixty percent (60%) of any Damages, Penalties and PCI Fines, Expenses and Costs above the amount for which the Claim could have been settled; and the Underwriters will have the right to withdraw from the further defense of such Claim. The Insured may settle any Claim where the Damages, Penalties, PCI Fines, Expenses and Costs and Claims Expenses do not exceed 50%of the Retention, provided that the entire Claim is resolved and the Insured obtains a full release on behalf of all Insureds from all claimants. Assistance and Cooperation The Underwriters will have the right to make any investigation they deem necessary, and the Insured will cooperate with the Underwriters in all investigations, including investigations regarding coverage under this Policy and the information and materials provided to the underwriters in connection with the underwriting and issuance of this Policy. The Insured will execute or cause to be executed all papers and render all assistance as is requested by the Underwriters. The Insured agrees not to take any action which in any way increases the Underwriters' exposure under this Policy. Expenses incurred by the Insured in assisting and cooperating with the Underwriters do not constitute Claims Expenses under the Policy. The Insured will not admit liability, make any payment, assume any obligations, incur any expense, enter into any settlement, stipulate to any judgment or award or dispose of any Claim without the written consent of the Underwriters, except as specifically provided in the Settlement of Claims clause above. Compliance with a Breach Notice Law will not be considered an admission of liability. F00731 022019 ed. Page 22 of 24