SEQUOIA ECOLOGICAL CONSULTING, INC. (THIRD AMENDMENT (#2025361)

ECP 1200 03 22 Page 26 of 37 elect to allow the settlement of the claim or suit as recommended subject to all applicable policy terms including any deductible or self-insured retention provisions. Alternatively, the first Named Insured may elect not to allow such a settlement and continue to contest the claim or suit or continue any legal proceedings in connection with such claim or suit. However, if the first Named Insured elects to not settle and continues to contest the claim or suit or continue any legal proceedings in connection with such claim or suit, then the Company's liability for the claim or suit shall not exceed the amount for which the claim or suit could have been settled plus defense costs incurred up to the date of such refusal. Such amounts are subject to the Limits of Insurance and any deductible or self-insured retention provisions of the Policy. If the First Named Insured is not involved in the claim or suit, then any consent to settle by any insured or additional insured shall not be required and the Company shall have the full and absolute right to settle any claim or suit as set forth in the Insuring Agreements above. SECTION VII – CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured’s estate will not relieve us of our obligations under this policy. 2. Cancellation a.This policy may be cancelled by the first Named Insured shown in the Declarations or by Endorsement by mailing or delivering advance written notice to us stating the effective date of cancellation. b.This policy may be cancelled by us for the following reasons: (1)Non-payment of premium; (2)Material misrepresentation or fraud by you; (3)Material change in your covered operations or professional services, or the material change in the use or operation of an insured location(s) from the use contemplated in the application and/or supporting materials which results in a materially increased likelihood of frequency and/or severity of pollution condition(s) or claim(s) without prejudice to other remedies; (4)Material change in the nature of risk, as outlined in the application and submission materials on file with us; or (5)The insured’s failure to comply with the terms and conditions under this policy including the failure to pay any additional premium when due, any deductible or self-insured retention amount or audit premium when due; by mailing to the first Named Insured, at the last known address, written notice of not less than ten (10) days if cancellation is for either reasons (1) or (2) above, or sixty (60) days if cancellation is for either reasons (3), (4), or (5) above. Proof of mailing of notice shall be sufficient proof of notice. The policy period will end on the effective date and hour of cancellation stated in the notice of cancellation. 3. Changes Notice to any agent or knowledge possessed by any agent or by any other person shall not effect a waiver or a change in any part of this policy or estop the Company from asserting any rights under the terms of this policy; nor shall the terms of this policy be waived or changed, except by Endorsement issued by the Company to form a part of this policy. 4. Choice of Law The insured and the Company agree that all matters or disputes arising hereunder, including any questions relating to the validity, interpretation, performance, and enforcement of this policy, the meaning, interpretation or operation of any term, condition, definition or provision, or the fulfillment of any party of any obligation with respect to the policy, shall be determined in accordance with the law and practices of the State of New York without giving effect to New York conflict of law principles. 5. Choice of Forum The insured and the Company agree that in the event a dispute arises under the policy relating to the validity, interpretation, performance, and enforcement of the policy, the meaning, interpretation or operation of any term, condition, definition or provision, or the fulfillment of any party of any obligation with respect to the policy, all litigation shall take place in the State of New York, and that all parties shall submit to the jurisdiction of any court of competent jurisdiction within the State of New York, including federal courts, and will comply with all the requirements necessary to give such court jurisdiction. In the event of arbitration or other forms of dispute resolution, such resolution shall take place in the State of New York. Nothing in this clause constitutes or should be understood to constitute a waiver of the Company’s rights to remove an action to a United States District Court. 6. Headings The descriptions in the headings of this policy are solely for convenience and form no part of the policy terms and conditions. 7. Inspection and Survey a.With reasonable notice to the insured, we shall be permitted, but not obligated, to inspect the insured’s property and/or operations. Neither our right to make inspections nor any report thereon, shall constitute an undertaking, on Docusign Envelope ID: 266F3365-7BEF-87AC-8198-E2103A9F8B36