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G* Marsh Marsh specialty B0509FINPA2650034 Page 18 of 48 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. 10. 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 Named Assured for a Claim to the extent the Named Assured had, prior to such Claim, 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: a) acquires any other entity or acquires substantially all the assets of another entity, or b) merges with another entity such that the Named Assured is the surviving entity, or c) creates or acquires 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 or Contracting Services performed by or alleged to have been performed by such entity acquired or merged with or such Subsidiary created, unless and until: 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 ii) The Named Assured promptly provides the Insurers with such information in connection therewith as the Insurers may reasonably deem necessary, and iii) The Insurers at their reasonable discretion specifically agree in writing to provide such coverage, such agreement not to be unreasonably withheld by the Insurers Except that this Condition 12. shall not apply to, and the coverage under this Policy shall apply automatically for, any such entity acquired or merged with the Named Assured where (a) the total, gross, annual revenues of such entity are less than or equal to 1S% of the Named Assured's revenues used to determine the premium for this Policy and if requested by the Named Assured, shall include a Retroactive Date equivalent to that contained in such entity's insurance in effect prior to the acquisition If the Named Assured merges into or consolidates with another entity such that the A business of Marsh McLennan