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DocuSign Envelope ID:24BBAFA9-CD81-4144-ACEF-E9036E703739 <br /> Regulatory Proceeding means a request for information, civil investigative demand, or civil <br /> proceeding brought by or on behalf of any federal, state, local or foreign governmental entity in <br /> such entity's regulatory or official capacity. <br /> Retroactive Date means the applicable date listed in the Declarations. <br /> Securities means negotiable and non-negotiable instruments or contracts representing either <br /> Money or tangible property that has intrinsic value. <br /> Security Breach means a failure of computer security to prevent: <br /> 1. Unauthorized Access or Use of Computer Systems, including Unauthorized <br /> Access or Use resulting from the theft of a password from a Computer System <br /> or from any Insured; <br /> 2. a denial of service attack affecting Computer Systems; <br /> 3. with respect to coverage under the Liability insuring agreements, a denial of <br /> service attack affecting computer systems that are not owned, operated or <br /> controlled by an Insured; or <br /> 4. infection of Computer Systems by malicious code or transmission of malicious <br /> code from Computer Systems. <br /> Subsidiary means any entity: <br /> 1. which, on or prior to the inception date of this Policy, the Named Insured owns, <br /> directly or indirectly, more than 50% of the outstanding voting securities <br /> ("Management Control"); and <br /> 2. which the Named Insured acquires Management Control after the inception date of <br /> this Policy; provided that: <br /> (i) the revenues of such entity do not exceed 15% of the Named Insured's <br /> annual revenues; or <br /> (ii) if the revenues of such entity exceed 15% of the Named Insured's <br /> annual revenues, then coverage under this Policy will be afforded for a <br /> period of 60 days, but only for any Claim that arises out of any act, error, <br /> omission, incident or event first occurring after the entity becomes so <br /> owned. Coverage beyond such 60 day period will only be available if the <br /> Named Insured gives the Underwriters written notice of the acquisition, <br /> obtains the written consent of Underwriters to extend coverage to the <br /> entity beyond such 60 day period and agrees to pay any additional <br /> premium required by Underwriters. <br /> This Policy provides coverage only for acts, errors, omissions, incidents or events that <br /> occur while the Named Insured has Management Control over an entity. <br /> System Failure means an unintentional and unplanned interruption of Computer Systems. <br /> System Failure will not include any interruption of computer systems resulting from (i) a <br /> Security Breach, or(ii)the interruption of any third party computer system. <br /> F00731 <br /> 022019 ed. Page 13 of 24 <br />