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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 - continued <br /> 3) And only if the "insured organization" is a limited liability company, the right to elect or <br /> otherwise appoint or designate more than 50% of the "insured organization's" managers; or <br /> c. The "insured organization" ceases to actively engage in its primary business, <br /> then coverage shall continue until the end of the "policy period," but only with respect to "claims" <br /> for "wrongful acts" occurring before any transaction or event described in paragraphs a., b., or c. <br /> above. The premium shall be deemed fully earned at inception upon completion of any transaction <br /> or event described in paragraphs a.,b., or c. above. <br /> 3. Cessation Of A Subsidiary <br /> If before or during the "policy period" an organization ceases to be a "subsidiary," then coverage <br /> with respect to such "subsidiary," including their equivalent "insured persons" and "insured plans," <br /> shall continue until the end of the "policy period," but only in connection with "claims" for <br /> "wrongful acts" occurring while such organization was a"subsidiary." <br /> 4. Change In Insured Organization <br /> If the "insured organization" is a non-profit entity and, if during the "policy period" the "insured <br /> organization" experiences a change in taxation status, by losing its federal income tax exempt status <br /> under 26 U.S.C.A. § 501(c) of the Internal Revenue Code of 1986 (IRC), for any reason, the <br /> "insured organization" shall give written notice of such change in taxation status to the "insurance <br /> organization" as soon as practicable, but in no event later than 30 days after the date of such change <br /> in taxation status. The "insured organization" shall also provide any requested additional premium <br /> required by the "insurance organization" within 30 days of request for such additional premium. If <br /> the "insured organization" fails to provide written notice to the "insurance organization" of such <br /> change in taxation status, or, fails to pay the required additional premium, then coverage shall <br /> continue for the "insureds" until the end of the "policy period," but only with respect to "wrongful <br /> acts" occurring prior to such change in taxation status. <br /> If the "insured organization" is a financial institution and is chartered with any state,local or federal <br /> body and, if during the "policy period" the "insured organization" converts or loses its charter for <br /> any reason, the "insured organization" shall give written notice of such change in charter to the <br /> "insurance organization" as soon as practicable, but in no event later than 30 days after the date of <br /> such change in charter. The "insured organization" shall also provide any requested additional <br /> premium required by the "insurance organization" within 30 days of request. If the "insured <br /> organization" fails to provide written notice to the "insurance organization" of such change in <br /> charter, or, fails to pay the required additional premium, then coverage shall continue for the <br /> "insureds" until the end of the "policy period," but only with respect to "wrongful acts" occurring <br /> prior to such change in charter. <br /> Except where further bankruptcy relief may require, the bankruptcy or insolvency of any of the <br /> "insureds" shall not relieve the "insurance organization" of any obligation under this Policy. <br /> MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 21 of 30 <br />