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HomeMy WebLinkAboutTech Trep Academy Carnival BT Insurance Policy.pdfNOTICE TO POLICYHOLDERS Insuring Company: Federal Insurance Company Enclosed is your commercial insurance policy from Chubb. The bill that corresponds with this policy has been mailed separately. When you receive the bill, please pay the amount due by the date indicated. Payment should be made directly to Chubb. As always, prompt payment will keep your coverage in place. If you have any questions about the attached policy or need assistance with additional insurance, contact your agent or broker. For questions about billing, call our Premium Accounting Service Center at 1-800-372-4822. Thank you for insuring through Chubb. 10-02-1281 (Ed. 03/2015) POLICYHOLDER DISCLOSURE NOTICE OF TERRORISM INSURANCE COVERAGE (for policies with no terrorism exclusion or sublimit) Insuring Company: Federal Insurance Company You are hereby notified that, under the Terrorism Risk Insurance Act (the “Act”), this policy makes available to you insurance for losses arising out of certain acts of terrorism. Terrorism is defined as any act certified by the Secretary of the Treasury of the United States, to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of an air carrier or vessel or the premises of a United States Mission; and to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. You should know that the insurance provided by your policy for losses caused by acts of terrorism is partially reimbursed by the United States under the formula set forth in the Act. Under this formula, the United States pays 85% of covered terrorism losses that exceed the statutorily established deductible to be paid by the insurance company providing the coverage. Beginning in 2016, the Federal share will be reduced by 1% per year until it reaches 80%, where it will remain. However, if aggregate insured losses attributable to terrorist acts certified under the Act exceed $100 billion in a calendar year, the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. 10-02-1281 (Ed. 03/2015) If aggregate insured losses attributable to terrorist acts certified under the Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. The portio n of your policy’s annual premium that is attributable to insurance for such acts of terrorism is: $ -0-. If you have any questions about this notice, please contact your agent or broker. 10-02-1295 (ed. 6/2007) IMPORTANT NOTICE TO POLICYHOLDERS Insuring Company: Federal Insurance Company All of the members of the Chubb Group of Insurance companies doing business in the United States (hereinafter “Chubb”) distribute their products through licensed insurance brokers and agents (“producers”). Detailed information regarding the types of compensation paid by Chubb to producers on US insurance transactions is available under the Producer Compensation link located at the bottom of the page at www.chubb.com, or by calling 1- 866-588-9478. Additional information may be available from your producer. Thank you for choosing Chubb. 14-02-23030 (05/2018) Page 1 of 2 Notice of Loss Control Services Insuring Company: Federal Insurance Company As a Chubb policyholder, you have loss prevention information and/or services available to you, as listed in this Notice. You may order any brochure by email to formsordering@chubb.com and to view our full suite of loss prevention brochures/services go to www.chubb.com/us/fl-lossprevention Directors and Officers (D&O) Liability Loss Prevention Services • Directors and Officers Liability Loss Prevention Manuals: Directors and Officers Liability Loss Preventions – #14-01-0035 Directors and Officers Securities Litigation Loss Preventions – #14-01-0448 Director Liability Loss Prevention in Mergers and Acquisitions – #14-01-1099 Directors and Officers Liability Loss Prevention for Not-for-Profit- -#14-01-0036 Cyber Loss Mitigation for Directors -#14-01-1199 Employment Practices Liability (EPL) Loss Prevention Services • Toll-free Hot Line Have a question on how to handle an employment situation? Simply call 1.888.249.8425 to access the nationally known employment law firm of Jackson Lewis P.C. We offer customers an unlimited number of calls to the hot line at no additional charge. • ChubbWorks.com ChubbWorks.com is a web-based platform that offers multiple services including overviews of employment laws, sample employment policies and procedures, and on-line training. To gain immediate access to ChubbWorks go to www.chubbworks.com and register using your policy number. • Employment Practices Loss Prevention Guidelines Manual Employment Practices Loss Prevention Guidelines - #14-01-0061 • Loss Prevention Consultant Services Chubb has developed a network of more than 120 law firms, human resources consulting firms, and labor economist/statistical firms that offer specialized services for employment issues. • Public Company EPL Customers Employment Practices Loss Prevention Guidelines – Written by Seyfarth Shaw exclusively for Chubb this manual provides an overview of key employment issues faced by for-profit companies and offers proactive idea for avoiding employment lawsuits. • Private Company EPL Customers Employment Practices Loss Prevention Guidelines – Written by Seyfarth Shaw exclusively for Chubb this manual provides an overview of key employment issues for –profit companies and offers proactive idea for avoiding employment lawsuits. 14-02-23030 (05/2018) Page 2 of 2 Fiduciary Liability Loss Prevention Services • Fiduciary Liability Loss Prevention Manual Who May Sue You and Why: How to Reduce Your ERISA Risks and the Role of Fiduciary Liability Insurance #14-01-1019 Crime Loss Prevention Services • Crime/Kidnap, Ransom & Extortion Loss Prevention Manual Preventing Fraud: How Anonymous Hotlines Can Help #14-01-1090 Cyber Security Loss Prevention Services Visit: https://www2.chubb.com/us-en/business-insurance/cyber-security.aspx to learn more about Chubb’s Cyber Services for our policyholders. Health Care Directors and Officers (D&O) Liability Loss Prevention Services • Readings in Health Care Governance Manual Readings in Health Care Governance -#14-01-0788 • ChubbWorks.com ChubbWorks.com for Health Care Organizations – The Health Care Zone is a free online resource containing health care specific loss prevention information for employment practices liability, directors and officers (D&O) liability, and fiduciary liability exposures. To gain immediate access to ChubbWorks go to www.chubbworks.com and register using your policy number. • Health Care D&O Loss Prevention Consultant Services Health Care D& O Loss Prevention Consultant Services- #14-01-1164 -------------------- The services provided are advisory in nature. While this program is offered as a resource in developing or maintaining a loss prevention program, you should consult competent legal counsel to design and implement your own program. No liability is assumed by reason of the services, access or information provided. All services are subject to change without notice. Chubb Group of Insurance Companies 202B Hall's Mill Road Whitehouse Station, NJ 08889 ForeFront Portfolio 3.0SM General Terms and Conditions 14-02-17270D (11/2010) 1 of 2 GTC DECLARATIONS FEDERAL INSURANCE COMPANY A stock insurance company, incorporated under the laws of Indiana, herein called the Company Capital Center, 251 North Illinois, Suite 1100 Indianapolis, IN 46204-1927 Policy Number: 8260-5027 NOTICE: THE LIABILITY COVERAGE PARTS PROVIDE CLAIMS-MADE COVERAGE, WHICH APPLIES ONLY TO "CLAIMS" FIRST MADE DURING THE "POLICY PERIOD", OR ANY APPLICABLE EXTENDED REPORTING PERIOD. THE LIMIT OF LIABILITY TO PAY DAMAGES OR SETTLEMENTS WILL BE REDUCED AND MAY BE EXHAUSTED BY "DEFENSE COSTS", AND "DEFENSE COSTS" WILL BE APPLIED AGAINST THE RETENTION. IN NO EVENT WILL THE COMPANY BE LIABLE FOR "DEFENSE COSTS" OR THE AMOUNT OF ANY JUDGMENT OR SETTLEMENT IN EXCESS OF THE APPLICABLE LIMIT OF LIABILITY. READ THE ENTIRE POLICY CAREFULLY. Item 1. Parent Organization: Braintree Educational Services LLC Principal Address: 224 S Main Street, Suite 505 Springville, UT 84663 Item 2. Policy Period: (A) From: November 13, 2019 (B) To: November 13, 2020 At 12:01 AM local time at the address shown in Item 1. Item 3. A Combined Maximum Aggregate Limit of Liability applies: Yes X No The Combined Maximum Aggregate Limit of Liability for all Claims under all Liability Coverage Parts shall be: Not Applicable Item 4. Coverage applicable to this Policy: Directors & Officers and Entity Liability Coverage Part Employment Practices Liability Coverage Part Fiduciary Liability Coverage Part X Miscellaneous Professional Liability Coverage Part Employed Lawyers Liability Coverage Part CyberSecurity Coverage Part Crime Coverage Part Chubb Group of Insurance Companies 202B Hall's Mill Road Whitehouse Station, NJ 08889 ForeFront Portfolio 3.0SM General Terms and Conditions 14-02-17270D (11/2010) 2 of 2 Kidnap Ransom and Extortion Coverage Part Workplace Violence Expense Coverage Part Item 5. Extended Reporting Period: (A) Additional Period: 1 year (B) Additional Premium: 100 % of Annual Premium In witness whereof, the Company issuing this Policy has caused this Policy to be signed by its authorized officers, but it shall not be valid unless also signed by a duly authorized representative of the Company. FEDERAL INSURANCE COMPANY Secretary President 12/09/2019 Date Authorized Representative Chubb Group of Insurance Companies 202B Hall's Mill Road Whitehouse Station, NJ 08889 ForeFront Portfolio 3.0SM General Terms and Conditions 14-02-17270 (12/2010) Page 1 of 7 In consideration of payment of the premium and subject to the Declarations and the limitations, conditions, provisions and other terms of this Policy, the Company and the Insureds agree as follows: I. TERMS AND CONDITIONS Except for these General Terms and Conditions or unless stated to the contrary in any Coverage Part, the terms and conditions of each Coverage Part apply only to that Coverage Part. If any provision in these General Terms and Conditions is inconsistent or in conflict with the terms and conditions of any Coverage Part, the terms and conditions of such Coverage Part shall control for purposes of that Coverage Part. All references to "Section", "Subsection", "Paragraph" or "Subparagraph" in these General Terms and Conditions shall apply only to these General Terms and Conditions, unless otherwise stated. All references to "Section", "Subsection", "Paragraph" or "Subparagraph" in a Coverage Part, shall apply only to such Coverage Part, unless otherwise stated. II. DEFINITIONS Anniversary Date means the date and time exactly one (1) year after the date and time set forth in Item 2(A), Policy Period, of the GTC Declarations and each succeeding date and time exactly one (1) year after the previous Anniversary Date. Claim shall have the meaning ascribed to that term in each applicable Coverage Part. Coverage Event means the event or loss which must occur or be sustained or discovered, in order to invoke coverage under each Non-Liability Coverage Part. Defense Costs shall have the meaning ascribed to that term in each applicable Coverage Part. Expense shall have the meaning ascribed to that term in each applicable Coverage Part. Insured shall have the meaning ascribed to that term in each applicable Coverage Part. Insured Person shall have the meaning ascribed to that term in each applicable Coverage Part. Liability Coverage Part means: (A) the Directors & Officers and Entity Liability, Employment Practices Liability, Fiduciary Liability, Employed Lawyers Liability and Miscellaneous Professional Liability Coverage Parts; and (B) Insuring Clause (A), Cyber Liability Coverage, of the CyberSecurity Coverage Part, if purchased as set forth in Item 4, Coverage applicable to this Policy, of the GTC Declarations. Loss shall have the meaning ascribed to that term in each applicable Coverage Part. Non-Liability Coverage Part means: (A) the Crime, Kidnap Ransom and Extortion and Workplace Violence Expense Coverage Parts; and (B) Insuring Clauses (B), Privacy Notification and Crisis Management Expenses Coverage; (C), Reward Expenses Coverage; (D), E-Business Interruption and Extra Expenses Coverage; (E), E-Threat Expenses Coverage and (F), E-Vandalism Expenses Coverage, of the CyberSecurity Coverage Part, if purchased as set forth in Item 4, Coverage applicable to this Policy, of the GTC Declarations. Organization means the Parent Organization and any Subsidiary. Organization shall also mean any such entity as a debtor in possession under United States bankruptcy law or the equivalent of a debtor in possession under the law of any other country. Parent Organization means the entity named in Item 1 of the GTC Declarations. Chubb Group of Insurance Companies 202B Hall's Mill Road Whitehouse Station, NJ 08889 ForeFront Portfolio 3.0SM General Terms and Conditions 14-02-17270 (12/2010) Page 2 of 7 Policy Period means the period of time set forth in Item 2 of the GTC Declarations, subject to any prior termination in accordance with Section X, Termination of Policy. Policy Year means the period, within the Policy Period, from the date and time set forth in Item 2(A), Policy Period, of the GTC Declarations to the first Anniversary Date, or the period from an Anniversary Date to its next succeeding Anniversary Date, subject to any prior termination in accordance with Section X, Termination of Policy. Potential Claim shall have the meaning ascribed to that term in each applicable Coverage Part. Related Claims means all Claims for Wrongful Acts based upon, arising from, or in consequence of the same or related facts, circumstances, situations, transactions or events or the same or related series of facts, circumstances, situations, transactions or events. Securityholder Derivative Demand Evaluation Costs shall have the meaning ascribed to that term in each applicable Coverage Part. Subsidiary means: (A) any entity while more than fifty percent (50%) of the outstanding securities representing the present right to vote for election of or to appoint directors, trustees, managers, members of the Board of Managers or equivalent positions of such entity are owned, or controlled, by the Parent Organization, directly or through one or more Subsidiaries; (B) any entity while: (1) exactly fifty percent (50%) of the voting rights representing the present right to vote for election of or to appoint directors, trustees, managers, members of the Board of Managers or equivalent positions of such entity are owned, or controlled, by the Parent Organization, directly or through one or more Subsidiaries; and (2) the Parent Organization, pursuant to a written contract with the owners of the remaining and outstanding voting stock of such entity, solely controls the management and operation of such entity; or (C) any foundation, charitable trust or political action committee while such entity is controlled by the Parent Organization. Voluntary Program Loss shall have the meaning ascribed to that term in each applicable Coverage Part. Voluntary Program Notice shall have the meaning ascribed to that term in each applicable Coverage Part. Wrongful Act shall have the meaning ascribed to that term in each applicable Coverage Part. III. LIMIT OF LIABILITY (A) With respect to the Liability Coverage Parts: (1) If the Combined Maximum Aggregate Limit of Liability set forth in Item 3 of the GTC Declarations is elected, the amount stated in such Item 3 shall be the maximum aggregate limit of liability of the Company for all Loss, Voluntary Program Loss and Securityholder Derivative Demand Evaluation Costs during each Policy Year under all Liability Coverage Parts combined. However, any Loss, Voluntary Program Loss or Securityholder Derivative Demand Evaluation Costs paid under any Liability Coverage Part shall not exceed the Maximum Aggregate Limit of Liability set forth in Item 2 of the Declarations of such Coverage Part. (2) If the Combined Maximum Aggregate Limit of Liability set forth in Item 3 of the GTC Declarations is not elected, the maximum aggregate limit of liability of the Company for all Loss, Voluntary Program Loss, and Securityholder Derivative Demand Evaluation Costs during each Policy Year under each Liability Coverage Part shall be the Maximum Aggregate Limit of Liability set forth in Item 2 of the Declarations for each Liability Coverage Part. Chubb Group of Insurance Companies 202B Hall's Mill Road Whitehouse Station, NJ 08889 ForeFront Portfolio 3.0SM General Terms and Conditions 14-02-17270 (12/2010) Page 3 of 7 (3) Defense Costs are part of, and not in addition to, the Maximum Aggregate Limit of Liability set forth in Item 2 of the Declarations of each Liability Coverage Part and payment by the Company of Defense Costs shall reduce and may exhaust such Limits of Liability. (B) With respect to the Non-Liability Coverage Parts, the Company’s maximum liability shall be the Limits of Liability set forth in the Declarations of each Non-Liability Coverage Part. IV. RELATED CLAIMS With respect to the Liability Coverage Parts: (A) All Related Claims shall be deemed a single Claim made in the Policy Year in which the earliest of such Related Claims was first made or first deemed to have been made in accordance with the Reporting section of the applicable Liability Coverage Part (the “Earliest Related Claim”). (B) All Related Claims shall be subject to the same Retention and Limits of Liability applicable to the Earliest Related Claim. V. EXTENDED REPORTING PERIOD With respect to the Liability Coverage Parts: (A) If this Policy does not renew or otherwise terminates for a reason other than for failure to pay premium (each a “Termination of Coverage”), then an Insured shall have the right to purchase an Extended Reporting Period for the Additional Period and Additional Premium set forth in Item 5 of the GTC Declarations. (B) In the event of a Termination of Coverage and upon request from an Insured, the Company shall, in its sole discretion, provide a quote for Additional Periods other than as set forth in Item 5, Extended Reporting Period, of the GTC Declarations. Any such additional quote offered shall be subject to such Additional Premium as the Company may require. (C) The offer of renewal terms and conditions or premiums different from those in effect prior to renewal shall not constitute refusal to renew. (D) This right to purchase an Extended Reporting Period shall lapse unless written notice of election to purchase the Extended Reporting Period, together with payment of the applicable Additional Premium, is received by the Company within sixty (60) days after the effective date of the Termination of Coverage. (E) If an Extended Reporting Period is purchased, then coverage otherwise afforded by this Policy shall be extended to apply to Claims: (1) first made during such Extended Reporting Period; and (2) reported to the Company pursuant to the Reporting section of the applicable Coverage Part, but only to the extent such Claims are for Wrongful Acts before the effective date of such Termination of Coverage or the date of any conversion of coverage described in Section VI, Changes in Exposure, whichever is earlier. Any Claim made during the Extended Reporting Period shall be deemed to have been made during the Policy Year immediately preceding the Extended Reporting Period. (F) The entire premium for the Extended Reporting Period shall be deemed fully earned at the inception of such Extended Reporting Period. (G) The limit of liability for the Extended Reporting Period is part of and not in addition to any maximum aggregate limit of liability for the Policy Year immediately preceding the Extended Reporting Period. Chubb Group of Insurance Companies 202B Hall's Mill Road Whitehouse Station, NJ 08889 ForeFront Portfolio 3.0SM General Terms and Conditions 14-02-17270 (12/2010) Page 4 of 7 VI. CHANGES IN EXPOSURE (A) Acquisition of Another Organization (1) If before or during the Policy Period an Organization acquires voting rights in another entity such that the acquired entity becomes a Subsidiary, (2) then coverage shall be provided for such Subsidiary and its Insureds with respect to any: (a) Liability Coverage Part, solely for Claims for Wrongful Acts after such acquisition; or (b) Non-Liability Coverage Part, solely after the effective date of such acquisition subject to the Liability for Prior Losses section of such Non-Liability Coverage Part. (B) Cessation of Subsidiaries (1) If before or during the Policy Period an Organization ceases to be a Subsidiary, (2) then with respect to any: (a) Liability Coverage Part, coverage for such Subsidiary and its Insureds shall continue until termination of this Policy in accordance with Section VI(C), Conversion of Coverage Under Certain Circumstances, or Section X, Termination of Policy, whichever occurs first, but only for Claims for Wrongful Acts while such Organization was a Subsidiary; or (b) Non-Liability Coverage Part, such Subsidiary and its Insureds shall cease to be Insureds as of the effective date of such cessation and coverage under this Policy shall apply as provided in such Non-Liability Coverage Part. (C) Conversion of Coverage Under Certain Circumstances (1) If during the Policy Period any of the following events occur: (a) another entity, person or group of entities or persons acting in concert, acquires more than fifty percent (50%) of the outstanding securities representing the present right to vote for the election of directors, trustees, members of the Board of Managers or management committee members of the Parent Organization; (b) the acquisition of all or substantially all of the Parent Organization’s assets, by another entity, person or group of entities or persons acting in concert, or the merger of the Parent Organization into or with another entity such that the Parent Organization is not the surviving entity; or (c) the Parent Organization emerges from bankruptcy as of the effective date stated in the plan of reorganization, (2) then: (a) any applicable coverage under this Policy with respect to: (i) any Liability Coverage Part, shall continue until the expiration of the current Policy Period, solely for Claims for Wrongful Acts prior to such event; (ii) the Crime Coverage Part, shall terminate subject to Exclusions III(C), Loss Sustained Option, or III(D), Loss Discovered Option, of such Coverage Part; (iii) the Kidnap Ransom and Extortion Coverage Part, shall terminate subject to Exclusion III(A)(9), Notice, of such Coverage Part; (iv) the Workplace Violence Coverage Part, shall terminate subject to Exclusion III(E) Notice, of such Coverage Part; or (v) Insuring Clauses (B), Privacy Notification and Crisis Management Expenses Coverage; (C), Reward Expenses Coverage; (D), E-Business Interruption and Chubb Group of Insurance Companies 202B Hall's Mill Road Whitehouse Station, NJ 08889 ForeFront Portfolio 3.0SM General Terms and Conditions 14-02-17270 (12/2010) Page 5 of 7 Extra Expenses Coverage; (E), E-Threat Expenses Coverage and (F), E- Vandalism Expenses Coverage, of the CyberSecurity Coverage Part, shall continue until the expiration of the current Policy Period solely for Expense first incurred prior to such event; (b) the Parent Organization shall give written notice of such event to the Company as soon as practicable together with such information as the Company may require; and (c) the entire premium for this Policy shall be deemed fully earned as of the effective date of such event. VII. SPOUSES, DOMESTIC PARTNERS, ESTATES AND LEGAL REPRESENTATIVES With respect to the Liability Coverage Parts, coverage under this Policy shall extend to Claims for Wrongful Acts of an Insured Person made against: (A) the lawful spouse or domestic partner of such Insured Person solely by reason of such spouse or domestic partner’s status as a spouse or domestic partner, or such spouse or domestic partner’s ownership interest in property which the claimant seeks as recovery for an alleged Wrongful Act of such Insured Person; or (B) the estate, heirs, legal representatives or assigns of such Insured Person if such Insured Person is deceased, or the legal representatives or assigns of such Insured Person if such Insured Person is legally incompetent, insolvent or bankrupt, provided that no coverage afforded by this Section VII shall apply with respect to any loss arising from an act, error or omission by an Insured Person’s spouse, domestic partner, estate, heirs, legal representatives or assigns. VIII. SUBROGATION In the event of any payment under this Policy, the Company shall be subrogated to the extent of such payment to all of the Insureds’ rights of recovery. As a condition precedent to the Company’s payment under this Policy, the Insureds agree to execute all papers required and shall take all reasonable actions to secure and preserve such rights, including the execution of such documents necessary to enable the Company to effectively bring suit or otherwise pursue subrogation rights in the name of the Insureds. IX. NOTICE (A) Notice to the Company of any Claim, Potential Claim, Voluntary Program Notice or circumstances under any Liability Coverage Part, or any Coverage Event under any Non-Liability Coverage Part, shall be deemed notice under the Policy in its entirety. (B) All notices to the Company under this Policy of any Claim, Potential Claim, Voluntary Program Notice or circumstances under any Liability Coverage Part, or any Coverage Event under any Non-Liability Coverage Part, shall be given in writing to one of the following addresses: (1) specialtyclaims@chubb.com; or (2) Attn: Claims Department Chubb Group of Insurance Companies 82 Hopmeadow St. Simsbury, CT 06070-7683 Chubb Group of Insurance Companies 202B Hall's Mill Road Whitehouse Station, NJ 08889 ForeFront Portfolio 3.0SM General Terms and Conditions 14-02-17270 (12/2010) Page 6 of 7 (C) All other notices to the Company under this Policy shall be given in writing addressed to: Attn: Chubb Underwriting Department Chubb Group of Insurance Companies 202B Hall’s Mill Road Whitehouse Station, NJ 08889 (D) Any notice described above shall be effective on the date of receipt by the Company. X. TERMINATION OF POLICY (A) This Policy shall terminate at the earliest of the following times: (1) upon receipt by the Company of written notice of termination from the Parent Organization, provided that this Policy may not be terminated by the Parent Organization after the effective date of any event described in Section VI(C), Conversion of Coverage Under Certain Circumstances; (2) upon expiration of the Policy Period set forth in Item 2 of the GTC Declarations; (3) twenty (20) days after receipt by the Parent Organization of a written notice of termination from the Company based upon nonpayment of premium, unless the premium is paid within such twenty (20) day period; or (4) at such other time as may be agreed upon by the Company and the Parent Organization. (B) The Company shall refund the unearned premium computed at customary short rates if this Policy is terminated by the Parent Organization. Under any other circumstances the refund shall be computed pro rata. Payment or tender of any unearned premium by the Company shall not be a condition precedent to the effectiveness of such termination, but such payment shall be made as soon as practicable. XI. BANKRUPTCY Bankruptcy or insolvency of an Insured shall not relieve the Company of its obligations nor deprive the Company of its rights or defenses under this Policy. XII. COORDINATION OF COVERAGE Any Loss covered under more than one Liability Coverage Part shall be first covered under the CyberSecurity Coverage Part, if applicable, subject to its terms, conditions and limitations. Any remaining portion of such Loss which is not paid under the CyberSecurity Coverage Part shall then be covered under the Employment Practices Coverage Part, if applicable, subject to its terms, conditions and limitations. Any remaining portion of such Loss otherwise covered under any other applicable Liability Coverage Part which is not paid under the CyberSecurity or Employment Practices Liability Coverage Parts shall be covered under such other Liability Coverage Part, subject to the terms, conditions and limitations of such Liability Coverage Part. Any loss covered under the CyberSecurity Coverage Part and the Kidnap Ransom and Extortion Coverage Part shall be first covered under the Kidnap Ransom and Extortion Coverage Part, subject to its terms, conditions and limitations. Any remaining portion of such loss otherwise covered under the CyberSecurity Coverage Part which is not paid under the Kidnap Ransom and Extortion Coverage Part shall be covered under the CyberSecurity Coverage Part, subject to its terms, conditions and limitations. Chubb Group of Insurance Companies 202B Hall's Mill Road Whitehouse Station, NJ 08889 ForeFront Portfolio 3.0SM General Terms and Conditions 14-02-17270 (12/2010) Page 7 of 7 XIII. VALUATION AND FOREIGN CURRENCY All premiums, limits, retentions, loss and other amounts under this Policy are expressed and payable in the currency of the United States of America. Except as otherwise provided in this Policy, if a judgment is rendered, a settlement is denominated or any element of loss under this Policy is stated in a currency other than United States of America dollars, payment under this Policy shall be made in United States of America dollars at the rate of exchange published in The Wall Street Journal on the date the judgment becomes final, the amount of the settlement is agreed upon or any element of loss is due, respectively. XIV. ACTION AGAINST THE COMPANY No action may be taken against the Company unless, as a condition precedent thereto, there shall have been full compliance with all the terms of this Policy. No person or entity shall have any right under this Policy to join the Company as a party to any action against any Insured to determine such Insured’s liability nor shall the Company be impleaded by such Insured or legal representatives of such Insured. XV. ROLE OF PARENT ORGANIZATION By acceptance of this Policy, the Parent Organization agrees that it shall be considered the sole agent of, and shall act on behalf of, each Insured with respect to: (A) the payment of premiums and the receiving of any return premiums that may become due under this policy; (B) the negotiation, agreement to and acceptance of endorsements; and (C) the giving or receiving of any notice provided for in this Policy (except the giving of notice to apply for an Extended Reporting Period as provided in Section V, Extended Reporting Period, the giving of notice as provided in Section VIII, Proof of Loss and Legal Proceedings, of the CyberSecurity Coverage Part and the giving of notice of Claim, Potential Claim, Voluntary Program Notice or circumstances as provided in the Reporting section of the applicable Liability Coverage Part). Each Insured agrees that the Parent Organization shall act on its behalf with respect to all such matters. XVI. ALTERATION AND ASSIGNMENT No change in, modification of, or assignment of interest under this Policy shall be effective except when made by written endorsement to this Policy which is signed by an authorized representative of Chubb, a division of Federal Insurance Company. XVII. TERRITORY This Policy shall apply anywhere in the world. XVIII. HEADINGS The descriptions in the headings and subheadings of this Policy are solely for convenience and form no part of the terms and conditions of coverage. XIX. COMPLIANCE WITH TRADE SANCTIONS This insurance does not apply to the extent that trade or economic sanctions or other similar laws or regulations prohibit the Company from providing insurance. Schedule of Forms To be attached to and form part of Company: Federal Insurance Company Policy No. 8260-5027 Issued to: Braintree Educational Services LLC Form 14-02-0854 (Ed. 04-01) ForeFront Portfolio 3 0 General Terms and Conditions Policy 14-02-22814 (12/17 ed.) ForeFront Portfolio 3.0 Miscellaneous Professional Liability Coverage Part Federal 14-02-17919 (2/11 ed.) 14-02-18040 (5/11 ed.) 14-02-18082 (5/11 ed.) 14-02-22100 (7/16 ed.) 14-02-22814 (12/2017) Page 1 ENDORSEMENT/RIDER Coverage Section: ForeFront Portfolio 3 0 General Terms and Conditions Policy Effective date of this endorsement/rider: November 13, 2019 Federal Insurance Company Endorsement/Rider No. 1 To be attached to and form a part of Policy No. 8260-5027 Issued to: Braintree Educational Services LLC _____________________________________________________________________________________________ CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM In consideration of the premium charged, it is agreed that: A. If aggregate insured losses attributable to terrorist acts certified under the federal Terrorism Risk Insurance Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. “Certified act of terrorism” means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act, to be an act of terrorism pursuant to such Act. The criteria contained in the Terrorism Risk Insurance Act for a “certified act of terrorism” include the following: 1. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and 2. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. B. The terms and limitations of any terrorism exclusion, or the inapplicability or omission of a terrorism exclusion, do not serve to create coverage for any “loss” that is otherwise excluded under this Policy. 14-02-22814 (12/2017) Page 2 The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage. All other terms, conditions and limitations of this Policy shall remain unchanged. Authorized Representative Chubb Group of Insurance Companies 202B Hall's Mill Road Whitehouse Station, NJ 08889 ForeFront Portfolio 3.0SM Miscellaneous Professional Liability Coverage Part 14-02-17274D (11/2010) 1 of 1 MPL DECLARATIONS FEDERAL INSURANCE COMPANY A stock insurance company, incorporated under the laws of Indiana, herein called the Company Capital Center, 251 North Illinois, Suite 1100 Indianapolis, IN 46204-1927 NOTICE: THIS COVERAGE PART PROVIDES CLAIMS MADE COVERAGE, WHICH APPLIES ONLY TO "CLAIMS" FIRST MADE DURING THE "POLICY PERIOD", OR ANY APPLICABLE EXTENDED REPORTING PERIOD. THE LIMIT OF LIABILITY TO PAY DAMAGES OR SETTLEMENTS WILL BE REDUCED AND MAY BE EXHAUSTED BY "DEFENSE COSTS", AND "DEFENSE COSTS" WILL BE APPLIED AGAINST THE RETENTION. IN NO EVENT WILL THE COMPANY BE LIABLE FOR "DEFENSE COSTS" OR THE AMOUNT OF ANY JUDGMENT OR SETTLEMENT IN EXCESS OF THE APPLICABLE LIMIT OF LIABILITY. READ THE ENTIRE POLICY CAREFULLY. Item 1. Parent Organization: Braintree Educational Services LLC Item 2. Maximum Aggregate Limit of Liability for this Coverage Part: $1,000,000.00 Item 3. Retention: $5,000.00 Item 4. Retroactive Date: November 13, 2019 Item 5. Professional Services: Curriculum Consulting Services Chubb Group of Insurance Companies 202B Hall's Mill Road Whitehouse Station, NJ 08889 ForeFront Portfolio 3.0SM Miscellaneous Professional Liability Coverage Part 14-02-17274 (12/2010) Page 1 of 8 In consideration of payment of the premium and subject to the Declarations, General Terms and Conditions, and the limitations, conditions, provisions and other terms of this Coverage Part, the Company and the Insureds agree as follows: I. INSURING CLAUSE Miscellaneous Professional Liability Coverage The Company shall pay, on behalf of an Insured, Loss on account of a Claim first made against the Insured during the Policy Period, or the Extended Reporting Period if applicable, for a Wrongful Act on or after the Retroactive Date set forth in Item 4 of the MPL Declarations, by the Insured or by any entity or natural person for whose Wrongful Acts the Insured is legally liable. II. DEFINITIONS For purposes of this Coverage Part: Application means: (A) any portion of an application given to the Company for this Policy, including any attachments, written information and materials provided to the Company by or on behalf of an Insured for the purposes of the Company’s underwriting of this Coverage Part; and (B) any warranty provided to the Company within the past three years in connection with any coverage part or policy of which this Coverage Part is a renewal or replacement. Claim means any: (A) written demand first received by an Insured for monetary or non-monetary relief, including injunctive relief; (B) civil proceeding commenced by the service of a complaint or a similar pleading; or (C) arbitration or mediation proceeding commenced by receipt of a demand for arbitration, demand for mediation or similar document, against an Insured for a Wrongful Act, including any appeal therefrom; or (D) written request first received by an Insured to toll or waive statute of limitation relating to a potential Claim described in Subsections (A) through (C) above. Defense Costs means that part of Loss consisting of reasonable costs, charges, fees (including attorneys’ fees and experts’ fees) and expenses (other than regular or overtime wages, salaries, fees or benefits of Insured Persons) incurred in investigating, defending, opposing or appealing any Claim and the premium for appeal, attachment or similar bonds. Employee means any natural person whose labor or service is, was or will be engaged and directed by an Organization including a part-time, seasonal, leased or temporary employee, intern or volunteer. Employee shall not include any independent contractor. Environmental Agents means any: (A) bacteria; (B) mildew, mold, or other fungi; (C) other microorganisms; (D) mycotoxins, spores, or other by-products of Subsections (A), (B) or (C) above; Chubb Group of Insurance Companies 202B Hall's Mill Road Whitehouse Station, NJ 08889 ForeFront Portfolio 3.0SM Miscellaneous Professional Liability Coverage Part 14-02-17274 (12/2010) Page 2 of 8 (E) viruses or other pathogens (whether or not a microorganism); or (F) colony or group of any of the foregoing. ERISA means the Employee Retirement Income Security Act of 1974 (including amendments relating to the Consolidated Omnibus Budget Reconciliation Act of 1985, and the Health Insurance Portability and Accountability Act of 1996), the English Pension Scheme Act 1993 or the English Pensions Act 1995; all as amended; any similar statutory or common law anywhere in the world; or any rule or regulation promulgated under any such Act or law. Executive means any natural person who is, was or will be: (A) a duly elected or appointed director, officer, member of the Advisory Board or in-house general counsel of any Organization incorporated in the United States of America; (B) a duly elected or appointed: (1) manager or member of the Board of Managers or equivalent position; (2) member of the Advisory Board; or (3) in-house general counsel, of any Organization formed as a limited liability company in the United States of America; or (C) a holder of an equivalent position to those described in Subsections (A) or (B) above in any Organization incorporated, formed or organized anywhere in the world. First Inception Date means the inception date of the first Miscellaneous Professional Liability policy or coverage part issued by the Company and continually renewed by the Company until the inception date of this current Policy. Insured means any Organization and any Insured Person. Insured Person means any Executive or Employee of an Organization acting in his or her capacity as such. Liquidated Damages means a sum of money stipulated by the parties to a contract as the amount of damages to be recovered for a breach of such contract. Loss means the amount which an Insured becomes legally obligated to pay as a result of any Claim, including: (A) compensatory damages; (B) punitive, exemplary, or multiplied damages, if and to the extent such damages are insurable under the law of the jurisdiction most favorable to the insurability of such damages, provided such jurisdiction has a substantial relationship to the Insured, the Company, or to the Claim giving rise to such damages; (C) judgments, including pre-judgment and post-judgment interest; (D) settlements; and (E) Defense Costs, provided that Loss does not include any portion of such amount that constitutes any: (1) cost of compliance with any order for, grant of or agreement to provide non-monetary relief, including injunctive relief; (2) amount uninsurable under the law pursuant to which this Coverage Part is construed; (3) tax, fine or penalty imposed by law; except as provided in Subsection (B) above with respect to punitive, exemplary or multiplied damages; (4) amount incurred by an Insured in the defense or investigation of any action, proceeding or demand that was not then a Claim even if (a) such amount also benefits the defense of a covered Claim; or (b) such action, proceeding or demand subsequently gives rise to a Claim; (5) Liquidated Damages; (6) return of fees or other compensation paid to an Insured; Chubb Group of Insurance Companies 202B Hall's Mill Road Whitehouse Station, NJ 08889 ForeFront Portfolio 3.0SM Miscellaneous Professional Liability Coverage Part 14-02-17274 (12/2010) Page 3 of 8 (7) cost of correcting, re-performing or completing any Professional Services; or (8) cost incurred in cleaning-up, removing, containing, treating, detoxifying, neutralizing, assessing the effects of, testing for, or monitoring Pollutants. Personal Injury means: (A) libel, slander, product disparagement, trade libel or other form of defamation; (B) invasion or infringement of the right of privacy or publicity, including false light, public disclosure of private facts, intrusion and commercial appropriation of name, persona or likeness; (C) false arrest, detention or imprisonment; or (D) wrongful entry or eviction, or other invasion of the right of private occupancy. Pollutants means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals, asbestos, asbestos products or waste. Waste includes materials to be recycled, reconditioned or reclaimed. Professional Services means services which are performed for others for a fee and set forth in Item 5 of the MPL Declarations, including any such services that are performed electronically utilizing the Internet or a network of two or more computers. Securities Laws means the Securities Act of 1933, Securities Exchange Act of 1934, Investment Advisors Act of 1940, the Investment Company Act of 1940, any state “blue sky” securities law, or any other federal, state or local securities law or any amendments thereto or any rules or regulations promulgated thereunder or any other provision of statutory or common law used to impose liability in connection with the offer to sell or purchase, or the sale or purchase of securities. Wrongful Act means any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or Personal Injury committed, attempted, or allegedly committed or attempted solely in the performance of or failure to perform Professional Services by an Insured or by a person or entity for whose acts the Insured is legally liable. III. EXCLUSIONS The Company shall not be liable for Loss on account of any Claim: (A) Prior Notice based upon, arising from or in consequence of any fact, circumstance, situation, transaction, event or Wrongful Act that, before the inception date set forth in Item 2(A), Policy Period, of the GTC Declarations, was the subject of any notice accepted under any policy of which this Coverage Part is a direct or indirect renewal or replacement; (B) Pending or Prior Proceedings based upon, arising from or in consequence of any written demand, suit or other proceeding pending against, or order, decree or judgment entered for or against any Insured, on or prior to the inception date set forth in Item 2(A), Policy Period, of the GTC Declarations, or the same or substantially the same fact, circumstance or situation underlying or alleged therein; (C) Bodily Injury/ Property Damage for bodily injury, mental anguish, humiliation, emotional distress, sickness, disease or death of any person or damage to or destruction of any tangible property including loss of use thereof whether or not it is damaged or destroyed, provided that this Exclusion (C) shall not apply to Loss for any mental anguish, humiliation or emotional distress resulting from Personal Injury; Chubb Group of Insurance Companies 202B Hall's Mill Road Whitehouse Station, NJ 08889 ForeFront Portfolio 3.0SM Miscellaneous Professional Liability Coverage Part 14-02-17274 (12/2010) Page 4 of 8 (D) Pollution based upon, arising from or in consequence of any: (1) discharge, emission, release, dispersal or escape of any Pollutants or any threat thereof; (2) treatment, removal or disposal of any Pollutants; or (3) regulation, order, direction or request to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize any Pollutants, including any Claim for financial loss to an Organization, its securityholders or its creditors based upon, arising from or in consequence of any matter described in Paragraphs (1), (2) or (3) of this Exclusion (D); (E) ERISA for any violation of the responsibilities, obligations or duties imposed by ERISA; (F) Contract for any liability of an Insured under any oral or written contract or agreement, provided that this Exclusion (F) shall not apply to Loss to the extent that an Insured would have been liable in the absence of such contract or agreement; (G) Prior Knowledge based upon, arising from or in consequence of any Wrongful Act first committed before the First Inception Date, if, on or before such date, any Insured knew or could have reasonably foreseen that such Wrongful Act did or could result in a Claim against any Insured, provided that this Exclusion (G) shall only apply if coverage is afforded for Wrongful Acts first committed before the First Inception Date, as such coverage is determined by the Retroactive Date set forth in Item 4 of the MPL Declarations; (H) Environmental Agents based upon, arising from or in consequence of any: (1) Environmental Agents; (2) request, demand, order or regulatory or statutory requirement that any Insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of any Environmental Agents; or (3) action or proceeding by or on behalf of a governmental authority or others for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of any Environmental Agents; (I) Insured v. Insured brought or maintained by or on behalf of any Insured; (J) Professional Services for Insureds and Affiliates based upon, arising from or in consequence of the performance of or failure to perform Professional Services for: (1) any Insured; (2) any entity which is owned or controlled by, or is under common ownership or control with, any Insured; (3) any natural person or entity which owns or controls any entity included within the definition of Insured; or (4) any entity of which any Insured is a director, officer, partner or principal shareholder; (K) Securities based upon, arising from or in consequence of any violation of Securities Laws; Chubb Group of Insurance Companies 202B Hall's Mill Road Whitehouse Station, NJ 08889 ForeFront Portfolio 3.0SM Miscellaneous Professional Liability Coverage Part 14-02-17274 (12/2010) Page 5 of 8 (L) Discrimination based upon, arising from or in consequence of any willful violation of any federal, state or local law or statute pertaining to discrimination, if a final and non-appealable adjudication in any underlying proceeding or action establishes such a willful violation; (M) Antitrust based upon, arising from or in consequence of price fixing, restraint of trade, monopolization, unfair trade practices or any violation of the Federal Trade Commission Act, the Sherman Anti-Trust Act, the Clayton Act, or any other federal statutory provision involving anti-trust, monopoly, price fixing, price discrimination, predatory pricing or restraint of trade activities, and any amendments thereto or any rules or regulations promulgated thereunder or in connection with such statutes; or any similar provision of any federal, state, or local statutory law or common law anywhere in the world; (N) Intellectual Property based upon, arising from or in consequence of any infringement of copyright, patent, trademark, trade name, trade dress or service mark; any misappropriation of ideas, trade secrets or other intellectual property rights; any false patent marking; or any violation of a federal, state, local or foreign intellectual property law, or a rule or regulation promulgated under such intellectual property law; (O) Unsolicited Communications based upon, arising from or in consequence of any violation of: (1) the United States of America CAN-SPAM Act of 2003 or any amendments thereto or any rules or regulations promulgated thereunder, or any similar provisions of any federal, state, or local statutory law or common law anywhere in the world; (2) the United States of America Telephone Consumer Protection Act (TCPA) of 1991 or any amendments thereto or any rules or regulations promulgated thereunder, or any similar provisions of any federal, state, or local statutory law or common law anywhere in the world; or (3) any other law, ordinance, regulation or statute used to impose liability in connection with any unsolicited communication, distribution, publication, sending or transmission via telephone, telephone facsimile machine, computer or other telephonic or electronic devices; (P) Governmental, Regulatory or Administrative Entity brought or maintained by or on behalf of any governmental or quasi-governmental entity, regulatory or administrative agency or authority, provided that this Exclusion (P) shall not apply to Loss if such entity, agency or authority brings the Claim solely in its capacity as the client or customer of any Insured for Professional Services; (Q) Fees, Charges or Cost Over-runs solely involving any Insured’s fees, charges or cost over-runs; (R) Guaranty of Costs or Cost Savings based upon, arising from or in consequence of any guaranty, promise or warranty, either express or implied, whether oral or written, with respect to costs or cost savings; (S) Guaranty of Value based upon, arising from or in consequence of any guaranty, promise or warranty, either express or implied, whether oral or written, with respect to the future value of any real, personal or intellectual property; (T) Investment Performance and Commingling based upon, arising from or in consequence of any Insured’s advice about, promise or guarantee of the future performance or value of investments, or rate of return or interest; or any Loss resulting from fluctuation in the value of any investment; or any failure of investments to perform as expected or desired; or any improper use or commingling of any funds or monies; Chubb Group of Insurance Companies 202B Hall's Mill Road Whitehouse Station, NJ 08889 ForeFront Portfolio 3.0SM Miscellaneous Professional Liability Coverage Part 14-02-17274 (12/2010) Page 6 of 8 (U) Unauthorized Network Access based upon, arising from or in consequence of any unauthorized or exceeded authorized access to, use of or alteration of, any computer program, software, computer, computer system or any input, output, processing, storage and communication devices that can be connected thereto; or (V) Conduct based upon, arising from or in consequence of: (1) any deliberately fraudulent act or omission, or any willful violation of any statute or regulation, by an Insured, if a final, non-appealable adjudication in any underlying proceeding or action (other than a declaratory proceeding brought by or against the Company) establishes such an act or omission or violation; or (2) an Insured having gained any profit, remuneration or other advantage to which such Insured was not legally entitled, if a final, non-appealable adjudication in any underlying proceeding or action establishes the gaining of such profit, remuneration or advantage, provided that: (a) no conduct pertaining to any Insured Person shall be imputed to any other Insured Person; and (b) any c onduct pertaining to any past, present, or future chief financial officer, chief executive officer, chief operating officer or in-house general counsel, (or any equivalent position to any of the foregoing) of an Organization shall be imputed to such Organization and its Subsidiaries. IV. REPORTING (A) An Insured shall, as a condition precedent to exercising any right to coverage under this Coverage Part, give to the Company written notice of any Claim as soon as practicable after the chief executive officer, chief financial officer, in-house general counsel, or any person with the responsibility for the management of insurance claims (or any equivalent position to any of the foregoing) of an Organization becomes aware of such Claim, but in no event later than: (1) if this Coverage Part expires (or is otherwise terminated) without being renewed with the Company, ninety (90) days after the effective date of such expiration or termination; or (2) the expiration of the Extended Reporting Period, if applicable, provided that if the Company sends written notice to the Parent Organization, stating that this Coverage Part is being terminated for nonpayment of premium, an Insured shall give to the Company written notice of such Claim prior to the effective date of such termination. (B) If during the Policy Period, or any applicable Extended Reporting Period, an Insured becomes aware of circumstances which could give rise to a Claim and gives written notice of such circumstances to the Company, then any Claim subsequently arising from such circumstances shall be deemed made against the Insured during the Policy Year in which such circumstances were first reported to the Company, provided any such subsequent Claim is reported to the Company as soon as practicable, but in no event later than ninety (90) days after the chief executive officer, chief financial officer, in-house general counsel or any person with the responsibility for the management of insurance claims (or any equivalent position to any of the foregoing) of an Organization becomes aware of such Claim. (C) An Insured shall, as a condition precedent to exercising any right to coverage under this Coverage Part, give to the Company such information, assistance and cooperation as the Company may reasonably require and shall include in any notice under Subsections (A) or (B) above a description of the Claim or circumstances, the nature of the alleged Wrongful Act, the nature of the alleged or potential damage, the names of the actual or potential claimants, and the manner in which such Insured first became aware of the Claim, circumstances or alleged Wrongful Act. Chubb Group of Insurance Companies 202B Hall's Mill Road Whitehouse Station, NJ 08889 ForeFront Portfolio 3.0SM Miscellaneous Professional Liability Coverage Part 14-02-17274 (12/2010) Page 7 of 8 V. RETENTION (A) The Company’s liability under this Coverage Part shall apply only to that part of each Loss which is excess of the applicable Retention set forth in Item 3 of the MPL Declarations, and such Retention shall be borne by the Insureds uninsured and at their own risk. In the event that any Insured is unwilling or unable to bear the Retention it shall be the obligation of the Parent Organization to bear such Retention uninsured and at its own risk. (B) If different parts of a single Claim are subject to different Retentions in different Coverage Parts, the applicable Retentions will be applied separately to each part of such Claim, but the sum of such Retentions shall not exceed the largest applicable Retention. (C) Claims shall be subject to the Retention applicable to the Policy Year during which such Claims are made or deemed to have been made. VI. DEFENSE AND SETTLEMENT (A) The Company shall have the right and duty to defend any Claim covered by this Coverage Part. Coverage shall apply even if any of the allegations are groundless, false or fraudulent. The Company’s duty to defend any Claim shall cease upon exhaustion of the applicable Limit of Liability. (B) The Company may make any investigation it deems necessary and may, with the consent of the Insureds, make any settlement of any Claim it deems appropriate. (C) No Insured shall settle any Claim, incur any Defense Costs, or otherwise assume any contractual obligation or admit any liability with respect to any Claim without the Company’s written consent, which shall not be unreasonably withheld. The Company shall not be liable for any settlement, Defense Costs, assumed obligation or admission to which it has not consented. (D) The Company shall have no obligation to pay Loss, including Defense Costs, or to defend or continue to defend any Claim after the Company’s Maximum Aggregate Limit of Liability set forth in Item 2 of the MPL Declarations or the Combined Maximum Aggregate Limit of Liability set forth in Item 3 of the GTC Declarations, if applicable, has been exhausted by the payment of Loss and the applicable premium shall be deemed fully earned. (E) The Insureds agree to provide the Company with all information, assistance and cooperation which the Company reasonably requests and agrees to do nothing that may prejudice the Company’s position or its potential or actual rights of recovery. (F) The Company shall not seek repayment from an Insured Person of any Defense Costs paid by the Company that are deemed uninsured pursuant to Exclusion III(V), Conduct, unless the applicable determination standard (whether a final, non-appealable adjudication or other determination standard). VII. ALLOCATION If the Insureds who are afforded coverage for a Claim incur an amount consisting of both Loss that is covered by this Coverage Part and also loss that is not covered by this Coverage Part because such Claim includes both covered and uncovered matters, then coverage shall apply as follows: (A) Defense Costs: one hundred percent (100%) of Defense Costs incurred by such Insured on account of such Claim shall be considered covered Loss, provided that the foregoing shall not apply with respect to any Insured for whom coverage is excluded pursuant to Subsection IX(C), Representations and Severability. Such Defense Costs shall be allocated between covered Loss and non-covered loss based on the relative legal exposures of the parties to such matters; and (B) loss other than Defense Costs: all remaining loss incurred by such Insured from such Claim shall be allocated between covered Loss and uncovered loss based upon the relative legal exposures of the parties to such matters. Chubb Group of Insurance Companies 202B Hall's Mill Road Whitehouse Station, NJ 08889 ForeFront Portfolio 3.0SM Miscellaneous Professional Liability Coverage Part 14-02-17274 (12/2010) Page 8 of 8 VIII. OTHER INSURANCE If any Loss under this Coverage Part is insured under any other valid and collectible insurance policy (other than a policy that is issued specifically as excess of the insurance afforded by this Coverage Part), this Coverage Part shall be excess of and shall not contribute with such other insurance, regardless of whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise. IX. REPRESENTATIONS AND SEVERABILITY (A) In granting coverage to the Insureds under this Coverage Part, the Company has relied upon the declarations and statements in the Application for this Coverage Part. Such declarations and statements are the basis of the coverage under this Coverage Part and shall be considered as incorporated in and constituting part of this Coverage Part. (B) The Application for coverage shall be construed as a separate Application for coverage by each Insured Person. With respect to the declarations and statements in such Application, no knowledge possessed by an Insured Person shall be imputed to any other Insured Person. (C) However, in the event that such Application contains any misrepresentations made with the actual intent to deceive or contains misrepresentations which materially affect either the acceptance of the risk or the hazard assumed by the Company under this Coverage Part, then no coverage shall be afforded for any Claim based upon, arising from or in consequence of any such misrepresentations with respect to: (1) any Insured Person who knew of such misrepresentations (whether or not such individual knew such Application contained such misrepresentations); or (2) any Organization if any past or present chief executive officer, chief financial officer or in-house general counsel (or any equivalent position to any of the foregoing) of the Parent Organization knew of such misrepresentations (whether or not such individual knew such Application contained such misrepresentations). (D) The Company shall not be entitled under any circumstances to void or rescind this Coverage Part with respect to any Insured. 14-02-17919 (02/2011) Page 1 ENDORSEMENT/RIDER Coverage Section: ForeFront Portfolio 3.0 Miscellaneous Professional Liability Coverage Part Federal Effective date of this endorsement/rider: November 13, 2019 Federal Insurance Company Endorsement/Rider No. 1 To be attached to and form a part of Policy No. 8260-5027 Issued to: Braintree Educational Services LLC _____________________________________________________________________________________________ UTAH AMENDATORY ENDORSEMENT TO THE MISCELLANEOUS PROFESSIONAL LIABILITY COVERAGE PART In consideration of the premium charged, it is agreed that: (1) The definition of Loss in Section II, Definitions, of this Coverage Part is amended as follows: (a) Subsection (B) is deleted; and (b) The phrase “except as provided in Subsection (B) above with respect to punitive, exemplary or multiplied damages” is deleted from Subsection (3). (2) Subsection (A) of Section IX, Representations and Severability, of this Coverage Part is amended by deleting the following phrase from the second sentence thereof: “and shall be considered as incorporated in and constituting part of this Coverage Part” The Policy will be deemed to have been amended to the extent necessary to effect the purposes and intent of this Amendatory Endorsement. The regulatory requirements set forth in this Amendatory Endorsement shall supercede and take precedence over any provisions of the Policy or any endorsement to the Policy, whenever added, that are inconsistent with or contrary to the provisions of this Amendatory Endorsement, unless such Policy or endorsement provisions comply with the applicable insurance laws of the State of Utah. 14-02-17919 (02/2011) Page 2 The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage. All other terms, conditions and limitations of this Policy shall remain unchanged. Authorized Representative 14-02-18040 (05/2011) Page 1 ENDORSEMENT/RIDER Coverage Section: ForeFront Portfolio 3.0 Miscellaneous Professional Liability Coverage Part Federal Effective date of this endorsement/rider: November 13, 2019 Federal Insurance Company Endorsement/Rider No. 2 To be attached to and form a part of Policy No. 8260-5027 Issued to: Braintree Educational Services LLC _____________________________________________________________________________________________ MISCELLANEOUS CONSULTING FIRM ENDORSEMENT In consideration of the premium charged, it is agreed that this Coverage Part is amended as follows: 1. The term Professional Services, as defined in Section II, Definitions, is deleted and replaced with the following: Professional Services means consulting services performed for others for a fee, including any such consulting services that are performed electronically utilizing the Internet or a network of two or more computers. Such consulting services shall not include Attestation, legal, architectural, engineering, actuarial, asset management, investment, financial planning, foreclosure, debt settlement, loan modification or refinance, Medical Services or Utilization Review services. 2. Section II, Definitions, is amended to include the following definitions: Attestation means any engagement or service performed in the role of an accountant or auditor in accordance with professional or regulatory standards for such engagements and resulting in written reports that express a conclusion about the reliability of an assertion (for example, financial statements, prospective financial statements) that is the responsibility of another party. Examples of Attestation services include, but are not limited to, the following: examinations, audits, reviews and agreed upon procedures. Medical Services means any service related to the maintenance of health, prevention of illness or treatment of illness or injury, including without limitation: (A) medical, surgical, dental, allied health, psychiatric, mental health, counseling, chiropractic, osteopathic, nursing, hospice, alternative or other professional health care services; (B) the handling of, or the performance of post-mortem examinations on, human bodies; (C) the furnishing or dispensing of medications, drugs, blood, blood products, food or beverages in connection with the maintenance of health, prevention of illness or treatment of illness or injury; or (D) the furnishing or dispensing of supplies, equipment or appliances in connection with the maintenance of health, prevention of illness or treatment of illness or injury. Utilization Review means the process of evaluating the appropriateness, necessity or cost of Medical Services for purposes of determining whether payment or coverage for such Medical Services will be authorized or paid for under any health care plan. Utilization Review shall include prospective review of 14-02-18040 (05/2011) Page 2 proposed payment or coverage for Medical Services, concurrent review of ongoing Medical Services, and retrospective review of already rendered Medical Services or already incurred costs. 3. Section III, Exclusions, is amended to include the following exclusion: Specified Services The Company shall not be liable for Loss on account of any Claim based upon, arising from or in consequence of any: (1) advice relating to mergers or acquisitions of any companies, firms, entities, subsidiaries or affiliates; or advice or service regarding the purchase of, investment in, or operation of, any franchise entity or opportunity; (2) service where the Insured has been given any discretionary authority to make or implement decisions, or any service performed in the Insured’s capacity as an interim manager or executive of a client or third party; or (3) failure to maintain or effect, or any consulting on, the placement of any insurance, reinsurance or bond; or designing of any terms, conditions or financial structure of any benefit plan or structured settlement; or any refusal or intentional failure to pay or intentional delay in paying all or part of any benefit or payment due or alleged to be due under any insurance contract, bond or any benefit plan. The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage. All other terms, conditions and limitations of this Policy shall remain unchanged. Authorized Representative 14-02-18082 (05/2011) Page 1 ENDORSEMENT/RIDER Coverage Section: ForeFront Portfolio 3.0 Miscellaneous Professional Liability Coverage Part Federal Effective date of this endorsement/rider: November 13, 2019 Federal Insurance Company Endorsement/Rider No. 3 To be attached to and form a part of Policy No. 8260-5027 Issued to: Braintree Educational Services LLC _____________________________________________________________________________________________ AMENDED BODILY INJURY/PROPERTY DAMAGE EXCLUSION ENDORSEMENT In consideration of the premium charged, it is agreed that Exclusion III (C), Bodily Injury/Property Damage, of this Coverage Part is deleted and replaced with the following: (C) Bodily Injury/Property Damage based upon, arising from or in consequence of bodily injury, mental anguish, humiliation, emotional distress, sickness, disease or death of any person or damage to or destruction of any tangible property including loss of use thereof whether or not it is damaged or destroyed, provided that this Exclusion (C) shall not apply to Loss for any mental anguish, humiliation or emotional distress resulting from Personal Injury; The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage. All other terms, conditions and limitations of this Policy shall remain unchanged. Authorized Representative 14-02-22100 (07/2016) Page 1 ENDORSEMENT/RIDER Coverage Section: ForeFront Portfolio 3.0 Miscellaneous Professional Liability Coverage Part Federal Effective date of this endorsement/rider: November 13, 2019 Federal Insurance Company Endorsement/Rider No. 4 To be attached to and form a part of Policy No. 8260-5027 Issued to: Braintree Educational Services LLC _____________________________________________________________________________________________ FEDERAL FALSE CLAIMS ACT EXCLUSION ENDORSEMENT In consideration of the premium charged, it is agreed that the Company shall not be liable under this Coverage Part for Loss on account of any Claim based upon, arising from or in consequence of any violation of the responsibilities, obligations or duties imposed by the Federal False Claims Act or any similar federal, state, or local statutory law or common law anywhere in the world, or amendments to or regulations promulgated under any such law. The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage. All other terms, conditions and limitations of this Policy shall remain unchanged. Authorized Representative