FAUSTMAN, CARLTON, DISANTE & FREUDENBERG

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d. The Insured shall cooperate with the Company and upon the Company's request shall submit to examination and interrogation by a representative of the Company under oath if required. The Insured shall attend hearings, depositions and trials, and shall assist in effecting settlement, securing and giving evidence and obtaining the attendance of witnesses and in the conduct of suits. The Insured shall also give a written statement or statements to the Company's representatives and shall meet with such representatives for the purpose of investigation and/or defense all without charge to the Company. The Insured shall further cooperate with the Company and do whatever Is necessary to secure and effect any rights of indemnity contribution or apportionment which the Insured may have. e. The Insured shall not demand or agree to arbitration of any Claim made against the Insured without the written consent of the Company and such consent shall not be unreasonably withheld. . 7. SUBROGATION: In the event. of any payment under this policy, the Company shall be subrogated to all the Insured's rights of recovery against any person or organization and the Insured shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Insured shall do nothing after loss to prejudice such rights. The Company shall not exercise any such rights against any persons, firms or corporations included in the definition of "Insured", Notwithstanding the foregoing, however, the Company reserves the right to exercise any rights of subrogation against an Insured in respect of any Claim brought about or contributed to by any dishonest, fraudulent, malicious or wrongful acts, omissions or Personal Injury(ies) committed by such Insured with deliberate purpose or intent or with malice. 8. CHANGES: Notice to any agent or knowledge possessed by any agency or by any other person shall not effect a waiver or a change in any part of this policy or estop the Company from asserting any right under the terms of this nor shall the terms of this policy be waived or changed except by endorsement issued to form a part of this policy. 9. ACTION AGAINST COMPANY: No action shall Ile against the Company unless, as a condition precedent thereto, the Insured shall have fully complied with all the terms of this policy, nor until the amount of the Insured's obligation to pay. has been finally determined, either by judgment against the Insured after actual trial, or by written agreement of the Insured, the Claimant and the Company. Any person or organization or the legal representative thereof who -has secured such judgment or written agreement, shall thereafter be entitled to recover under this policy to the extent of the insurance afforded by this policy. Nothing in the policy shall give any person or organization any right to join the Company as a co-defendant in any action against the Insured to. determine the Insured's liability, nor shall the Company be. impleaded. by the Insured or his legal representative. Bankruptcy or insolvency of the Insured or of the Insured's estate shall not relieve the Company of any of its obligations hereunder. 10. MERGERS AND ACQUISITIONS: In the event of a merger or acquisition involving the Insured Firm, it is a condition of this policy to the continuation of coverage that the Insured shall notify the Company within thirty (30) days of such merger or acquisition. Should such merger or acquisition result in a material change in the business or size of the Firm, the Company shall be entitled to re -negotiate the premium of this policy. 11. CANCELLATION OR NON -RENEWAL: This policy may be canceled by the Named Insured by surrender thereof to the Company at its address stated in the Declarations or by mailing to the Company written notice stating when thereafter such cancellation shall be effective. If canceled by the Named Insured, the Company shall retain the customary short rate proportion of the premium. The policy may be canceled by the Company by mailing to the Named Insured, at the Named Insured's address shown in the Declarations, written notice stating when, not less than sixty (60) days thereafter, such cancellation shall be effective, except for non-payment of premium or deductible. In the event of the failure of the Insured to pay the premium or deductible when due, this policy may be canceled by the Company by mailing to the Named Insured written notice when, not less than ten (10) days thereafter, such cancellation shall be effective. S1599-EO (12/98) Page 8 of 9