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DPL30102457600 iDS Group, Inc- l. the obtaining by any person, entity, or affiliated group of persons or entities of the right to elect, appoint, or designate at least fifty percent(50%) of the directors of the Named Insured; then coverage under this Policy will continue in full force and effect until termination of this Policy, but only with respect to Claims for Wrongful Acts that take place before such event. Coverage under this Policy will cease as of the effective date of such event with respect to Claims for Wrongful Acts that take place after such event. This Policy may not be cancelled after the effective time of such event, and the entire premium for this Policy shall be deemed earned as of such time. B. Termination of a Subsidiary If before or during the Policy Period an organization ceases to be a Subsidiary, coverage with respect to that Subsidiary and its Insured Persons shall continue until termination of this Policy, but only with respect to Claims for Wrongful Acts that take place prior to the date such organization ceased to be a Subsidiary. C. In all events, this Policy shall not provide coverage for any Subsidiary, or its Insured Persons in their capacity as such, for Wrongful Acts taking place before such organization qualifies as a Subsidiary or after such Subsidiary ceases to be a Subsidiary. X. CONDITIONS A. Action Against the Insurer and Bankruptcy No action shall lie against the Insurer 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 liability of the Insured to pay shall have been fully and finally determined either by an award or final non-appealable judgment against the Insured after an actual hearing or trial or by written agreement of the Insured, the claimant, and the Insurer. Nothing contained in this Policy shall give any person, legal entity, or organization the right to join the Insurer as a party in any action against any Insured to determine the Insured's liability. Bankruptcy or insolvency of any Insured or of the insured's estate shall not relieve the Insurer of any of its obligations hereunder, nor deprive the Insurer of its rights and defenses under this Policy. B. Subrogation In the event of any payment under this Policy, the Insurer shall be subrogated to all of the Insured's rights of recovery therefor against any person, legal entity, organization, or other third party. The Insured shall execute and deliver instruments and papers and do whatever else is reasonably necessary to secure such rights and the Insured shall do nothing to prejudice such rights. If the Insurer recovers any amounts paid under this Policy, such amounts shall be applied first to any costs incurred by the Insurer in recovering such amounts, then to any amounts paid by the Insurer in excess of the applicable Limit of Liability, then to reinstate any amounts paid under the applicable Limit of Liability, then to reimbursement of any Self-Insured Retention or amounts in excess thereof paid by the Insured. The Insurer shall have no duty to seek a recovery of any amounts paid under this Policy. Notwithstanding the foregoing, the Insurer specifically waives its rights of subrogation against any of the insured's customers or clients, but only to the extent that the Insured agreed, Endurance American Specialty Insurance Company Page 21 of 24 DPL 20010120 88114388 125-26 GL-AL-UL-WC-PL I Sherry Young 112/2/2025 5:37a04 AN {2.ST) I Page 10 or 11