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DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 <br /> TERMS, CONDITIONS AND OTHER PROVISIONS <br /> MANAGEMENT & PROFESSIONAL LIABILITY POLICY <br /> DEFINITIONS <br /> Application <br /> "Application" means all materials submitted for this Policy or for any policy that this is a renewal or <br /> replacement. "Application" also includes any financial statements, annual reports,proxies, bylaws or any <br /> description of corporate governance and business practices that are made available by the "insured <br /> organization" or publicly available through any regulatory body or the "insured organization's" website, <br /> prior to the start of the "policy period." All such materials are deemed attached to and incorporated into <br /> this Policy. <br /> Claim <br /> "Claim" means any of the following,for any"wrongful act,"including any appeal therefrom: <br /> a. A written demand to any"insured" for monetary damages or legal or equitable non-monetary relief; <br /> b. A civil proceeding brought against any "insured" commenced by the service of a complaint or <br /> similar pleading; <br /> c. A criminal proceeding against any "insured person" commenced by the return of an indictment or <br /> information; <br /> d. A formal civil administrative or civil regulatory proceeding commenced by the filing of a notice of <br /> charges, formal investigative order or similar document, including proceedings before the Equal <br /> Employment Opportunity Commission or similar state or federal agency against any"insured"; <br /> e. A written request to participate in an arbitration, mediation or other alternative dispute resolution <br /> proceeding if an "insured" is obligated to participate in such proceeding or if an "insured" agrees to <br /> participate in such proceeding,with the "insurance organization's"written consent; <br /> f. A written request to any"insured" to toll or waive a statute of limitations; <br /> g. Solely with respect to a "wrongful fiduciary liability act," any fact-finding investigation of any <br /> "insured" by the United States Department of Labor or the United States Pension Benefit Guaranty <br /> Corporation; or <br /> h. Solely with respect to a "wrongful employment practices liability act," a written demand for <br /> reinstatement,re-employment or re-engagement. <br /> Defense Costs <br /> "Defense costs" means reasonable attorneys' fees, experts' fees, arbitrators' fees or mediators' fees and <br /> expenses, to which the "insurance organization" has consented and that are incurred after notice is <br /> provided in compliance with the Claims Reporting Condition and, as a direct result of defending a <br /> "claim,"including any appeals and the premium for any attachment, appeal or other similar bonds. <br /> Provided,however, "defense costs" does not include: <br /> MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 4 of 30 <br />