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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 /> Neither this Policy nor any rights under this Policy can be assigned without the written consent of the <br /> "insurance organization." <br /> Other Insurance <br /> The coverage provided under this Policy is excess over any other valid and collectible insurance or bond <br /> coverage that applies or would have applied in the absence of this Policy, whether such other insurance <br /> is stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance is <br /> written only as specific excess insurance over the coverage provided in this Policy. <br /> Any payment by an "insured" of a deductible (or retention) under such other insurance shall reduce, if <br /> such loss would otherwise be covered "loss" under this Policy, by the amount of such payment, the <br /> applicable deductible under the coverage. <br /> Presumptive Indemnification <br /> As a condition precedent to the right to receive the benefit of any coverage provided by this Policy, the <br /> "insured organization" agrees to indemnify all "insured persons" for all "loss" to the fullest extent <br /> permitted by law. The "insured organization" shall also take all steps necessary or allowable to provide <br /> such indemnification. <br /> Priority Of Payments <br /> 1. If payment is due and owed under this Policy for "loss" and such "loss" together with any prior <br /> payments of "loss," exceeds the applicable limit of liability, the "insurance organization" shall be <br /> liable to pay such "loss" subject to the remaining applicable limit of liability in the following priority: <br /> a. First, the "insurance organization" shall pay on behalf of any "insured person" for "loss" as a <br /> result of a"claim"; and <br /> b. Second, only if and to the extent the payment under paragraph a. above does not exhaust the <br /> applicable limit of liability, the "insurance organization" shall pay any other "loss" covered by <br /> this Policy. <br /> 2. The parties agree that any other "insured" including any bankruptcy trustee, debtor-in-possession or <br /> any other successor of the "insured organization," shall have no interest in or claim for any <br /> payments under this Policy until all "claims" against all "insured persons" have been fully and finally <br /> resolved and all payments for such "loss" covered under the Policy have been made. <br /> Rights To Recover From Others <br /> If the "insureds" have rights to recover all or part of any "loss" for which the "insurance organization" <br /> has made payment under this Policy, those rights are transferred to the "insurance organization." The <br /> "insureds" must do everything necessary to secure and protect those rights. The "insureds" must not do <br /> anything to impair those rights. At the "insurance organization's" request, the "insureds" shall bring suit <br /> or transfer those rights to "insurance organization" and cooperate with the "insurance organization" in <br /> the enforcement of those rights. <br /> MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 28 of 30 <br />