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of cancellation or nonrenewal, reimbursement to COMPANY of any Deductible advanced, and the exercise of the rights provided in the Extended Reporting Period or Paragraph 12. below. 12. Subrogation In the event of any payment under this Policy, the COMPANY shall be subrogated to all the INSURED'S rights of recovery against any person or organization, and the INSURED shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The INSURED shall do nothing to prejudice such rights. The COMPANY shall not exercise any such right against any persons, firms, or corporations included in the definition of an INSURED or against the INSURED'S clients if prior to the CLAIM, a waiver of subrogation was so required and accepted in writing under a specific contractual undertaking by the INSURED. All recoveries obtained through subrogation shall be applied equally towards the INSURED'S Deductible and the COMPANY'S costs with any remaining balance payable to the COMPANY. 13. Policy Territory The insurance afforded by this Policy applies worldwide, except, this Policy shall not apply to any CLAIM or risk which would be in violation of the laws of the United States including, but not limited to, U.S. economic or trade sanction laws or export control laws administered by the U.S. Treasury, State, and Commerce Departments (e.g. the economic and trade sanctions administered by the U.S. Treasury Office of Foreign Assets Control). Where suits are brought or CLAIMS are made outside of the United States of America and its territories and possessions, Puerto Rico, or Canada, the following additional provisions apply: (1) The COMPANY shall have the right but not the duty to investigate, defend, or settle any such CLAIMS brought against an INSURED; (2) If the COMPANY elects not to investigate, defend, or settle any such CLAIM, the INSURED shall, under the COMPANY'S supervision, arrange for such investigation and defense thereof as is reasonably necessary and subject to the COMPANY'S prior authorization, shall effect such settlement thereof as the COMPANY and an INSURED deem expedient; (3) The COMPANY will reimburse the INSURED for the reasonable cost of such investigation and defense and the amount of any settlement or judgement in excess of the Deductible amount stated in the Declarations, all subject to and within the Limits of Liability stated in the Declarations; and (4) Such reimbursement shall be made in United States currency at the rate of exchange prevailing on the due date the judgement is rendered or the date that the amount of the settlement is agreed upon or the date expenditure is made. CSIP PL 000 0002 Page 12 of 15