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DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 <br /> TERMS, CONDITIONS AND OTHER PROVISIONS <br /> MANAGEMENT & PROFESSIONAL LIABILITY POLICY <br /> CONDITIONS <br /> Allocation <br /> If as a result of any "claim" the "insureds" who are covered for such "claim" under this Policy incur <br /> "loss" jointly with others, including any "insureds" who are not covered for such "claim" under this <br /> Policy, or the "insureds" incur an amount consisting of both "loss" covered by this Policy and "loss" <br /> not covered by this Policy because the "claim" includes both covered and uncovered matters, such <br /> amount shall be allocated between covered "loss" and uncovered "loss" based upon the relative legal <br /> and financial exposures of the parties to covered and uncovered matters. <br /> If there is an agreement on an allocation of"defense costs," the "insurance organization" shall pay on <br /> behalf of the "insureds," the covered portion of "defense costs" that the "insureds" have incurred in <br /> connection with such "claim" and that are allocated to covered"loss." <br /> If there is no agreement on an allocation of such "defense costs," the "insurance organization" shall <br /> advance "defense costs" that the "insurance organization" believes to be covered under this Policy until <br /> a different allocation is negotiated, arbitrated or judicially determined. Any advancement of "defense <br /> costs" shall be subject to, and conditioned upon receipt by the "insurance organization" of a written <br /> agreement by the "insureds" that such advanced amounts shall be repaid to the "insurance organization" <br /> by the "insureds," severally for "insured persons" according to their respective interests, and jointly for <br /> the "insured organization,"including uncollectible amounts from "insured persons,"if and to the extent <br /> that such "defense costs" are not covered under this Policy. <br /> Any negotiated, arbitrated or judicially determined allocation of"defense costs" incurred in connection <br /> with a "claim" shall be applied retroactively to all "defense costs" incurred in connection with such <br /> "claim," notwithstanding any prior advancement to the contrary. Any allocation or advancement of <br /> "defense costs" incurred in connection with a "claim" shall not apply to or create any presumption with <br /> respect to the allocation of other"loss" as a result of such "claim" or any other"claim." <br /> If"loss" arising from a single "claim" is incurred and covered under more than one coverage made part <br /> of this Policy, such "loss" shall be allocated to each applicable coverage based upon the relative legal and <br /> financial exposures under each applicable coverage. To the extent such an allocation can not reasonably <br /> be made, such "loss" shall be covered, subject to all the limitations, exclusions, conditions, provisions <br /> and other terms of this Policy,under the applicable coverage in the following order: <br /> (1) Employment Practices Liability Coverage, <br /> (2) Any Professional Liability Coverage; <br /> (3) Entity Coverage in the Management Liability Coverage; <br /> (4) Reimbursement Coverage in the Management Liability Coverage; <br /> (5) Individual Coverage in the Management Liability Coverage; <br /> (6) Fiduciary Liability Coverage; then <br /> (7) Any other coverages under this Policy. <br /> MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 19 of 30 <br />