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DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 <br /> TERMS, CONDITIONS AND OTHER PROVISIONS <br /> MANAGEMENT & PROFESSIONAL LIABILITY POLICY <br /> EXCLUSIONS <br /> With respect to any coverage provided in this Policy, the "insurance organization" shall not be liable to <br /> make any payment: <br /> Dishonest Or Willful Acts <br /> For "loss" related to any "claim" based upon, arising out of, attributable to, or resulting directly or <br /> indirectly from any deliberate dishonest, fraudulent, intentional or willful misconduct or act, or any <br /> willful or intentional violation of any law, statute or regulation, by any "insured," but only if a final <br /> adjudication establishes that such misconduct, act or violation was committed by the "insured." <br /> Insured Versus Insured <br /> For "loss" related to any "claim" brought or maintained by or on behalf of any "insured" in any <br /> capacity, except a"claim": <br /> a. That is a derivative action brought or maintained on behalf of the "insured organization" by one or <br /> more persons who are not "insured persons" and who bring and maintain such "claim" without the <br /> instigation, solicitation, assistance or active participation of any"insured person"; <br /> b. Brought or maintained by any natural person who was a "director or officer," but who has not <br /> served as a "director or officer" for at least 4 years preceding the date the "claim" is first made, and <br /> who brings and maintains the "claim" without the instigation, solicitation, assistance or active <br /> participation of any"director or officer" who is serving as a "director or officer" or was serving as a <br /> "director or officer"within such 4-year period; <br /> c. Brought or maintained by or on behalf of any "insured person" for any "wrongful employment <br /> practices liability act" or"wrongful FLSA act"; <br /> d. Brought or maintained by any"insured person" for contribution or indemnity for a"wrongful act"; <br /> e. Brought or maintained by or on behalf of any "insured person" for a "wrongful fiduciary liability <br /> act"; <br /> f. Brought or maintained by or on behalf of any "insured person" solely in his or her capacity as a <br /> customer of the "insured organization" for a"wrongful professional liability act," provided that such <br /> "claim" is totally without the instigation, solicitation, assistance, involvement or participation of any <br /> other"insured person"; <br /> g. Brought by a bankruptcy trustee or examiner of the "insured organization," or any assignee of such <br /> bankruptcy trustee, examiner, receiver, conservator, rehabilitator, or liquidator or comparable <br /> authority of the "insured organization"; or <br /> h. Brought by an "employee" pursuant to any federal or state whistleblower protection statute or any <br /> rule or regulation promulgated thereunder. <br /> MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 16 of 30 <br />