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2. The premium for this Policy will become fully earned and non-refundable as of the effective date of such Change of Control;and 3. the Named Insured shall give the Insurer written notice of such Change of Control as soon as practicable but not later than thirty(30) after the effective date of the Change of Control. B. Acquisitions If during the Policy Period,the Named Insured acquires or forms a new entity that performs Professional Services,coverage under any Insuring Clause shall apply with respect to the newly acquired or formed entity for Wrongful Acts committed after the Named Insured acquired or formed such entity. Coverage for such entity will end the earlier of 90 days after the acquisition or formation of such entity or the end of the Policy Period,unless the Insurer has agreed to provide such coverage by endorsement subject to the terms, conditions and premium that it shall determine in its sole discretion. XL SUBROGATION AND RECOUPMENT In the event of any payment under this Policy,the Insurer shall be subrogated to the extent of such payment to all the Insureds'rights of recovery. The Insureds shall execute all papers required and shall do everything necessary to secure and preserve such rights,.including the execution of such documents necessary to enable the Insurer to bring suit in the name of the Insureds. Any sums recovered by the Insurer through subrogation or recoupment,less costs incurred by the Insurer to obtain the recovery,will be applied to the Limit of Liability under this Policy that was eroded or exhausted by such paid Loss. Notwithstanding the above,the Insurer hereby waives such subrogation rights against any client of the Insured,to the extent that the Insured had,prior to any Claim or circumstance that might reasonably be expected to be the basis of a Claim,a written agreement to waive such rights,provided that prior to such written agreement,no Insured had a basis to believe that any matter asserted in such Claim or circumstance might reasonably be expected to he the basis of a Claim. In no event will any Insured waive any of its rights of subrogation after it has become aware of any Claim,or of any circumstances that may give rise to a Claim,against any Insured. XII. AUTHORIZATION The Named Insured agrees to act on behalf of all Insureds with respect to (i) providing or receiving any notice; (ii) the payment of any premiums; (iii) receiving any applicable return premiums; (iv) agreeing to and accepting any endorsements; and (v) exercising or declining to exercise a right to an Extended Reporting Period, XIII. ACTION AGAINST INSURER,ALTERATION,AND ASSIGNMENT A. No action shall be brought against the Insurer unless,as a condition precedent thereto,there shall have been compliance with all of the terms and conditions of this Policy. No person or organization shall have any right under the Policy to join the Insurer as a party to any legal action against the Insureds to determine their liability,nor shall the Insurer be impleaded by the Insureds or their legal representative. B. The Insurer will not be bound by any assignment of interest under this Policy unless the assignment is specifically endorsed to this Policy. C. The provisions of this Policy cannot be waived or changed except by written endorsement issued to form a part of this Policy. AE POL 90001 MU 05 24 18 of 20