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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 /> Defense And Settlements - continued <br /> 2. The "insurance organization" shall be entitled to full cooperation and all information and particulars <br /> it may reasonably request from the "insureds" in order to conduct its investigation or to reach a <br /> settlement of the "claim." The "insureds" agree that in the event of a "claim," the "insureds" shall <br /> do nothing that may prejudice the "insurance organization" or its potential or actual rights of <br /> recovery. <br /> 3. The "insurance organization" may, with the consent of the "insured organization," settle any <br /> "claim" for any monetary amount that the "insurance organization" deems reasonable. If the <br /> "insured organization" withholds consent to such settlement, the "insurance organization" liability <br /> for all "loss" arising from such "claim" shall not exceed the total of- <br /> a. The amount for which the "insurance organization" could have settled such "claim";plus <br /> b. "Defense costs" incurred as of the date such settlement was proposed in writing by the <br /> "insurance organization" to the "insured organization";plus <br /> c. 70% of the covered "loss," excluding "defense costs," incurred after the date such settlement <br /> was proposed in writing by the "insurance organization" to the "insured organization," in excess <br /> of the amount for which the "insurance organization" could have settled such"claim";plus <br /> d. 70% of"defense costs" incurred after the date such settlement was proposed in writing by the <br /> "insurance organization" to the "insured organization";minus <br /> e. Any applicable deductible. <br /> 4. Any amounts paid by the "insurance organization" under paragraphs a., b. or c. above shall be part <br /> of and not in addition to the applicable limits of liability shown on the Declarations. <br /> 5. The "insurance organization" and the "insureds" shall not unreasonably withhold any consent <br /> referenced in this Defense And Settlements Condition. <br /> 6. The "insurance organization" shall have the right to appeal any judgment with respect to any <br /> "claim" covered,in whole or in part,by this Policy and the expense of appealing such judgment shall <br /> be part of"defense costs." <br /> 7. The "insurance organization" shall have the right and duty to select defense counsel and defend any <br /> "claim" covered under this Policy. The "insurance organization's" duty to defend "claims" shall <br /> apply even if any of the allegations are groundless, false or fraudulent, but shall only obligate the <br /> "insurance organization" to pay"defense costs." <br /> MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 26 of 30 <br />