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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 /> Changes In Exposure <br /> 1. Acquisition Or Creation Of Another Organization <br /> If before or during the "policy period" the "insured organization" acquires an interest in another <br /> organization: <br /> a. Or creates another organization, that as a result of such acquisition or creation becomes a <br /> "subsidiary"; or <br /> b. By merger or consolidation, such that the "insured organization"is the surviving entity, <br /> then such other organization,including their equivalent"insured persons" and "insured plans," shall <br /> become an "insured" under this Policy, but only with respect to "wrongful acts" occurring <br /> subsequent to such acquisition, creation,merger or consolidation. <br /> If the total assets of any such acquired, created, merged or consolidated "subsidiary" or its total <br /> benefit plans exceed 35% of the total assets of the "insured organization" or its "insured plans," <br /> respectively (as reflected in each of the most recent annual consolidated financial statements or <br /> similar written confirmation of total assets), the "insured organization" shall give written notice of <br /> such acquisition, creation, merger or consolidation to the "insurance organization" and, any <br /> additional information requested by the "insurance organization," as soon as practicable, but in no <br /> event later than 60 days after the date of such acquisition, creation, merger or consolidation. The <br /> "insured organization" shall also provide any requested additional premium required by the <br /> "insurance organization" within 30 days of request for such additional premium. If the "insured <br /> organization" fails to provide written notice to the "insurance organization" of such acquisition, <br /> creation, merger or consolidation of or into such organization, or any additional information <br /> requested by the "insurance organization" or, fails to pay the required additional premium, then <br /> coverage for such organizations shall cease as of the date of such acquisition, creation, merger or <br /> consolidation. <br /> 2. Acquisition Of Insured Organization By Another Organization <br /> If during the "policy period": <br /> a. The "insured organization" merges into, consolidates with, or is acquired by another <br /> organization so that the "insured organization"is not the surviving entity; or <br /> b. Another organization, group of organizations, person or persons acting collectively acquires, <br /> directly or indirectly,in any combination: <br /> 1) More than 50% of the outstanding voting securities representing the present right to vote for <br /> election of directors of the "insured organization"; <br /> 2) And only if the "insured organization" is a non-profit entity, the right to elect or otherwise <br /> appoint more than 50% of the "insured organization's" directors or trustees; or <br /> MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 20 of 30 <br />