X ENGINEERING & CONSULTING, INC.

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Cfb{mfz!}!B'F!Qspgfttjpobm!Mjbcjmjuz0!NfejbUfdi!}!Qpmjdz!}!Qbhf!21 The RW\\^\[JWLNLXVYJWbwill not agree to any settlement without the consent of the RW\\^\[NM. If the RW\\^\[NM refuses to consent to any settlement recommended by the RW\\^\[JWLNLXVYJWband acceptable to the claimant, the RW\\^\[JWLNLXVYJWb k\\ liability for UX\\\\will not exceed: i.the amount for which the LUJRV could have been settled, less the remaining Deductible, plus the MNONW\\NLX\\\]\\ incurred up to the time of such refusal, and ii.fifty percent (50%) of any MNONW\\NLX\\\]\\incurred after the date such settlement or compromise was recommended to the RW\\^\[NMwith the remaining fifty percent (50%) of such MNONW\\NLX\\\]\\to be borne by the RW\\^\[NMat their own risk and uninsured; or the applicable Limit of Liability, whichever is less. The portion of any proposed settlement or compromise that requires the RW\\^\[NM to cease, limit or refrain from actual or alleged infringing or otherwise injurious activity or is attributable to future royalties or other amounts that are not UX\\\\ shall not be considered in determining the amount for which a LUJRV could have been settled. Assistance and Cooperation If any LUJRV or LR\[L^V\\\]JWLN is reported by the RW\\^\[NM under this Policy, the RW\\^\[NM will give all information and assistance to the RW\\^\[JWLNLXVYJWbas it may need to investigate such matters. The RW\\^\[NM will cooperate with the RW\\^\[JWLNLXVYJWbin responding to such LUJRV or LR\[L^V\\\]JWLN. The RW\\^\[NM agrees not to take any action which in any way increases the RW\\^\[JWLNLXVYJWb k\\ exposure under this Policy. Upon the RW\\^\[JWLNLXVYJWbd\\ request, the RW\\^\[NM shall assist in making settlements, in the conduct of suits and in enforcing any right of contribution or indemnity against any person or organization, and the RW\\^\[NM shall attend hearings and trials and assist in securing and giving evidence and obtaining the attendance of witnesses. The RW\\^\[NM shall not admit liability, make any payment, assume any obligations, incur any expense, enter into any settlement, stipulate to any judgment or award or dispose of any LUJRV without the written consent of the RW\\^\[JWLNLXVYJWb. Except where expressly provided for in this Policy, any costs to provide such information or assistance to the RW\\^\[JWLNLXVYJWbwill be at the RW\\^\[NM k\\ own cost. Other Insurance This Insurance shall apply in excess of: (a)any other valid and collectible insurance available to any RW\\^\[NM, including, but not limited to, any project specific professional liability insurance, contractors pollution liability insurance or media, technology or cyber liability insurance; and (b)any self-insured retention or deductible portion thereof, unless such other insurance is written only as specific excess insurance over the Limit of Liability of this Policy. Subrogation and RecoveriesSubrogation and RecoveriesSubrogation and Recoveries If any payment is made under this Policy, the RW\\^\[NM will transfer its rights of recovery against any third party to the RW\\^\[JWLNLXVYJWb. The RW\\^\[NM will do whatever is reasonably necessary to secure and preserve such rights after aLUJRV is first made against them or the date they become aware of a LR\[L^V\\\]JWLN giving rise to a LUJRV. The . The RW\\^\[JWLNLXVYJWbRW\\^\[JWLNLXVYJWbagrees to waive its rightagrees to waive its right of recovery against any client of the of recovery against any client of the WJVNMRW\\^\[NMWJVNMRW\\^\[NMfor a for a LUJRVLUJRVwhich is covered under thewhich is covered under the Architects and Engineers Professional Liability and Pollution Liability Coverages to the extent theArchitects and Engineers Professional Liability and Pollution Liability Coverages to the extent the WJVNMRW\\^\[NMWJVNMRW\\^\[NMhad, prior to such had, prior to such LUJRV#LUJRV#a written agreement to waive such rights.a written agreement to waive such rights. A-F00009 092022 ed. 9:569835!}!22036.37!HM-!BVUP-!FYDFTT-!XD!'!QM!!}!)BWD*!Cfuuz!Usbo!}!303703137!4;13;66!QN!)QTU*!}!Qbhf!32!pg!32