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7. CHANGES None of the Insuring Agreements, Exclusions, Definitions or Conditions or other terms of this Policy shall be amended,waived or otherwise changed except by endorsement hereto signed by the Insurers. 8. NAMED ASSURED AS AGENT The first Named Assured specified in Item 1 of the Declarations shall be considered the agent of all Assureds with respect to the giving of or receipt of all notices pertaining to this Policy and shall be responsible for the payment to the Insurers of all premiums and for payment of the Retention. 9. PREMIUM The premium for this Policy shall be the amount specified in Item 5 of the Declarations. 19. SUBROGATION In the event of any Claim under this Policy, the Insurers shall be subrogated to all of the Assured's rights of recovery against any person or entity, and the Assured shall execute and deliver to the Insurers any and all necessary documentation, instruments and records and do whatever else is necessary to secure and enforce such rights. The Assured shall take no action after such Claim is made against it which prejudices such rights of Insurers_ The Insurers agree to waive their rights of recovery against any client of the Tamed Assured for a Claire to the extent the Named Assured had, prior to such Claims, a written agreement to waive such rights, 11, ASSIGNMENT No assignment or transfer of any Assured's rights under this Policy shall bind the Insurers. If an Assured shall die or be adjudged incompetent, such insurance shall cover that Assured's legal representative as an Assured as would be permitted by this Policy. 12. MERGERS AND ACQUISITIONS In the event that the Named Assured (i) acquires any other entity or acquires substantially all the assets of another entity, or (ii) merges with another entity such that the Named Assured is the surviving entity, or(iii)creates a Subsidiary after the effective date of this policy, no coverage shall be afforded under this policy for any Claim arising out of Professional Services, Contracting Services or Technology Services performed by or alleged to have been performed by such entity acquired or merged with or such Subsidiary created, unless and until: I. The Named Assured provides written notice to the Insurers of such transaction or event not more than ninety(90)days after the effective date of such transaction, or event, and 2. The Named Assured promptly provides the Insurers with such information in connection therewith as the Insurers may reasonably deem necessary, and 3. The Named Assured accepts any reasonably special terms, conditions, exclusions, or additional premium charge required by the Insurers, and 4. The Insurers at their reasonable discretion specifically agree in writing to provide such coverage, such agreement not to be unreasonably withheld by the Insurers. Page 1 18 A/E Select 2013 a488