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C H U B B° CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY Insureds shall cooperate with, and provide any additional information reasonably requested by, the Insurer in its investigation of any Incident and review of Costs, including the right to investigate and audit the proof of loss and inspect the records of an Insured. B. In addition to an Insured's proof of loss as set forth in Subsection A above, with respect to Insuring Agreement B,the Business Interruption Loss or Contingent Business Interruption Loss will be determined taking full account and due consideration of such proof of loss and the trends or circumstances which affect the profitability of the business and would have affected the profitability of the business had the Business Interruption Loss or Contingent Business Interruption Loss not occurred, including all material changes in market conditions or adjustment expenses which would affect the net profit generated. However, the Insurer's adjustment will not include the Insured's increase in income that would likely have been earned as a result of an increase in the volume of business due to favorable business conditions caused by the impact of a Malicious Computer Act on others. XI. ALLOCATION If a Claim includes both covered and uncovered matters,then coverage shall apply as follows: A. Claims Expenses: One hundred percent (t00%) of Claims Expenses incurred by any Insured on account of such Claim shall be considered covered provided that the foregoing shall not apply with respect to: (i) a Regulatory Proceeding; or, (ii) any Insured for whom coverage is excluded pursuant to Exclusion III.A.1 or Section XIV, Subsection C. With respect to a Regulatory Proceeding, amounts for covered Claims Expenses and for uncovered fees, costs, and expenses shall be allocated based upon the relative legal and financial exposures of, and the relative benefits obtained by, the parties to such matters. B. Loss other than Claims Expenses: all remaining loss incurred by such Insured from such Claim shall be allocated between covered Damages and uncovered damages based upon the relative legal and financial exposures of,and the relative benefits obtained by,the parties to such matters. XII. OTHER INSURANCE If any Costs, Damages, or Claims Expenses covered under this Policy are covered under any other valid and collectible insurance,then this Policy shall cover such Costs, Damages, or Claims Expenses, subject to the Policy terms and conditions, only to the extent that the amount of such Costs, Damages, or Claims Expenses are in excess of the amount of such other insurance, whether such other insurance is stated to be primary, contributory, excess,contingent, or otherwise, unless such other insurance is written only as specific excess insurance over the Limits of Insurance provided by this Policy. Notwithstanding the foregoing, in the event an Insured has, prior to any Technology Incident, contractually obligated itself to provide primary and non-contributory insurance to any Additional Insured, as defined under subparagraph 6 of the definition of Insured, this Policy will be considered primary and not excess of or non-contributory to any other insurance provided by, or for the benefit of, such Additional Insured. XIIL MATERIAL CHANGES IN EXPOSURE A. ACQUISITION OR CREATION OF ANOTHER ENTITY If,during the Policy Period,the Named Insured: 1. acquires voting securities in another entity or creates another entity, which as a result of such acquisition or creation becomes a Subsidiary; or 2. acquires any entity by merger into or consolidation with the Named Insured; then, subject to the terms and conditions of this Policy, such entity and its natural person Insureds shall be covered under this Policy but only with respect to Claims for Incidents, or Incidents, as applicable, taking place after such acquisition or creation, unless the Insurer agrees to provide coverage PF-48336(02/19) Page 22 of 26