**POLICY NO.: ECA51JJ15A0A**

**RENEWAL OF: ECA51JJ14A0A**

B) such extension of the Policy Period will not increase or reinstate any aggregate Limit of Liability as set forth in Item 5 of the Declarations of this Policy.

The Named Insured and the Company may, by mutual agreement, retroactively void such thirty (30) calendar day extension of the Policy Period.

**8. CHOICE OF LAW -**

It is hereby agreed that this Policy and any dispute, controversy or claim arising out of or relating to this Policy, shall be governed by and construed in accordance with the substantive internal law (i.e., excluding procedural and choice-of-law rules) of the State of New York, except insofar as such law: (1) may prohibit the payment in respect of punitive damages hereunder; (2) pertain to regulation under New York Insurance Law, or regulations issued by the Insurance Department of the State of New York pursuant thereto, applying to insurers doing insurance business, or issuance, delivery or the procurement of policies of insurance, within the State of New York or as respect risks or insured entities situated in the State of New York; or (3) are inconsistent with any provision of this Policy; provided, however, that the provisions, stipulations, exclusions and conditions of this Policy are to be construed in an even handed fashion as between the Insured and the Company; where the language of this Policy is deemed to be ambiguous or otherwise unclear, the issue shall be resolved in the manner most consistent with the relevant provisions, stipulations, exclusions and conditions (without regard to the authorship of the language, without any presumption or arbitrary interpretation or construction in favour of either the Insured or the Company or reference to the "reasonable expectations" of either thereof or to contra proferentum and without reference to parol or other extrinsic evidence)...

Notwithstanding Condition 6 Restrictive as Intervening Policy(ies) Condition, if any or all Underlying Policy(ies) do not pay or indemnify for punitive damages, then a separate per Occurrence, Claim or Loss "Punitive Damages Retention" will apply to such punitive damages and the Company will only pay or indemnify for those punitive damages that are in excess of the Punitive Damages Retention subject to the applicable limit(s) of this Policy, or the remaining limit(s) of this Policy where applicable limit(s) have been eroded by payment of a covered Occurrence, Claim or Loss. The Punitive Damages Retention applicable to each Occurrence, Claim or Loss shall be equal to the limit remaining in the Underlying Policy(ies) without regard to whether such Underlying Policy(ies) cover punitive damages.

Insofar as the substantive internal law of New York is inapplicable as provided herein or otherwise, and as respects arbitration procedure, the internal laws of England and Wales apply.

**9. ARBITRATION -**

It is hereby agreed that any dispute, controversy or claim arising out of or relating to this Policy or to the breach, cancellation, termination or validity of this Policy shall be finally and fully determined in London, England under the provisions of the Arbitration Act of 1996 ("Act") and/or any statutory modifications or amendments thereto, for the time being in force, by a Board composed of three arbitrators to be selected for each controversy as follows:

**Date of Issuance:** July 14, 2015

**BSF-03 (Ed. 03/14)**

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