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mediation shall be administered by the American Arbitration Association in accordance with its then-prevailing
                   Commercial Arbitration Rules and Mediation Procedures.  The seat of the arbitration shall be New York, New
                   York, in the United States of America.

               2.  The arbitration shall be conducted by three arbitrators.  The claimant initiating the arbitration shall appoint an
                   arbitrator in its written request for arbitration.  The respondent shall appoint an arbitrator and so notify the
                   claimant  in  writing  within  forty-five  (45)  days  of  its  receipt  of  the  request  for  arbitration.    The  first  two
                   arbitrators appointed in accordance with this provision shall appoint a third arbitrator within forty-five (45) days
                   after the respondent has notified the claimant of the appointment of its arbitrator.  The third arbitrator shall
                   serve as chairperson of the arbitration.
               3.  The arbitral award shall be in writing, state the reasons for the award, and be final and binding on the parties.
                   Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over
                   the relevant party or asset.  In no event shall we be liable under this Policy for payment of any award issued
                   by  the  arbitration  panel  for  an  amount  exceeding  the  Each  Loss  Limit  of  Liability.    By  entering  into  this
                   agreement to arbitrate, the parties expressly waive any claim for punitive, exemplary, extra-contractual or any
                   similar damages.  The only damages recoverable under this agreement are compensatory damages.
            H.  FALSE OR FRAUDULENT STATEMENTS, REPORT OR CLAIMS CONCEALMENT

               If you make any material statement, report, or claim known to be false or fraudulent, or if you knowingly conceal
               any material fact, including but not limited to in the Application, we may, at our option, cancel or void this Policy
               ab initio. All claims amounts paid plus interest shall be returned to us by you upon demand. We will return any
               premium you paid for the Policy.  The conditions contained in Subsection IV.H. represent the sole reasons for
               which we may void this Policy.

            I.  INSPECTION AND AUDIT
               We shall be permitted but not obligated to inspect, sample, and monitor your property or operations, examine or
               require  to  be  produced  copies  of  any  corporate  records  or  books,  internal  documents  and  correspondence,
               letters, or other documentation or records, in whatever form and wherever situated.  We will treat as confidential
               your proprietary information that you provide to us as part of an inspection or audit.  At our request, you must take
               any and all reasonable steps to obtain such information in the possession of others relating to or connected with
               this Policy or any Loss. This section shall not apply to information that you or we have been required by a court
               order, regulatory body or federal or state agency to provide restricted access.
            J.  LIMITS OF INSURANCE

               1.  The Limits of Insurance as set forth in the Declarations and the rules below determine the most we will pay
                   regardless of the number of:
                   a.  Insured(s);
                   b.  Subcontractor(s);

                   c.  Contract(s);
                   d.  Projects;
                   e.  Claims or suits brought; or
                   f.  Persons or organizations making claims or bringing suits.

               2.  The Aggregate Limit of Insurance as set forth in the Declarations is the most we will pay for the sum of all
                   Loss(es)  in  excess  of  Each  Loss  Retention  Amount  and  Co-payment  Amount  or  Maintenance  Retention
                   Amount,  if  any,  and  subject  to  the  Retention  Aggregate  Amount  from  all  Defaults  with  respect  to  all
                   Contracts.
                   Once the Aggregate Limit of Insurance in any Policy Period has been completely eroded, we shall have no
                   further obligation to indemnify you for Loss(es).

               3.  Subject to Subsection IV.J.2 above, the Each Loss Limit of Insurance as set forth in the Declarations is the
                   most we will pay for any one Loss in excess of the Each Loss Retention Amount and Co-payment Amount or
                   Maintenance Retention Amount, if any, and subject to the Retention Aggregate Amount.






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