TSYS MERCHANT SOLUTIONS, LLC DBA GLOBAL PAYMENTS (2)

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IX. Conditions A. Change in Control If, during the policy period, the Named Insured consolidates with, merges into, or sells all or substantially all of its assets to another entity, or if any entity acquires management control of the Named Insured, then the Policy will remain in full force but only with respect to a third party wrongful act and first party incident (other than a cyber-extortion threat) involving the Named Insured that occurred prior to the date of the consolidation, merger, sale or acquisition of management control; provided, however, coverage will remain in force for a third party wrongful act and first party incident(other than a cyber-extortion threat) first discovered and for a cyber- extortion threat first occurring subsequent to the date of the consolidation, merger, sale or acquisition of management control, if within thirty (30) days of the takeover effective date (1) the Insurer receives written notice containing full details of the transaction, (2) the Named Insured accepts all Policy amendments required by the Insurer, including the addition of special terms, conditions and exclusions, and (3) the Named Insured pays any additional premium charge. The above provision may be waived in writing by the Insurer. B. Action Against the Insurer No action may be brought against the Insurer unless, as a condition precedent thereto, (1) the Insured has fully complied with all of the terms, conditions and other provisions of the Policy, and (2)the amount of the Insured's obligation to pay has been finally determined, either by judgment against the Insured after a trial and appeal or by written agreement by the claimant, Insured, and Insurer. No person or entity will have the right under the Policy to (1)join the Insurer or its agents and representatives as a defendant, co-defendant or other party in any action against the Insured to determine the Insured's liability or (2) imp€ead the Insurer or its agents and representatives in any such action. C. Bankruptcy Bankruptcy or insolvency of the Named Insured will not relieve the Insurer of any of its obligations hereunder. D. Other Insurance This Policy is excess over any other valid and collectible insurance, whether prior or contemporaneous, unless such other insurance is expressly written to be excess of this Policy. E. Subrogation In the event of payment of loss by the Insurer under the Policy, the Insurer is subrogated to all of the Insured's rights of recovery against any person or entity to the extent of such payment. The Insured warrants and agrees to execute and deliver instruments and papers and do whatever else is required by the Insurer to secure, prosecute and collect on such rights. The Insured further warrants and agrees not to prejudice such rights. If, prior to a claim being made, the Insured Company has waived its rights to recovery against a person or entity in any written contract or agreement, then the Insurer will waive its rights to subrogation against such person or entity to the same extent as the Insured Company's waiver. F. Territory The Policy applies to a third party wrongful act and first party incident occurring and claim made anywhere in the world other than any country barred by the Office of Foreign Assets Control (OFAC). GP MAN TRD 050 0619 Page 27 ©2019 X.L. America, Inc. All Rights Reserved. May not be copied without permission.