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2. furnish affirmative proof of loss with full particulars to the Insurer as soon as practicable but in <br />no event later than 18o days after such Discovery; <br />3. submit to examination under oath at the Insurer's request; <br />4. produce all pertinent records at such reasonable times and places as the Insurer shall designate; <br />and <br />5. provide full cooperation with the Insurer in all matters pertaining to a loss or claim. <br />No Claim will be denied for failure to submit a written notice of Claim within the required amount time, <br />unless this failure operates to prejudice the rights of the Insurer. <br />C. The Insured may offer a comparison between an Insured's inventory records and actual physical count <br />of its inventory to prove the amount of loss only where an Insured establishes wholly apart from such <br />comparison that it has sustained a covered loss caused by a third party. <br />lo. Section IX, DEFENSE AND SETTLEMENT, is deleted in its entirety. <br />11. Section X, PROOF OF LOSS FOR FIRST PARTY INSURING AGREEMENTS, is deleted. <br />12. Section XI, ALLOCATION, is deleted. <br />13. Section XII, OTHER INSURANCE, is deleted and replacing with the following: <br />If an Insured or any other party at interest in any loss covered by this Policy has any crime insurance, bond, <br />indemnity or similar insurance (the "Other Crime Policy"), which would cover such loss in whole or in part <br />in the absence of this Policy, then this Policy shall be null and void to the extent of the amount recoverable <br />or received under the Other Crime Policy; but this Policy shall cover such loss, subject to its exclusions, <br />conditions and other terms, only to the extent of the amount of such loss in excess of the amount recoverable <br />or received under the Other Crime Policy. <br />Nothing in this endorsement is meant nor shall it be construed to obligate the Insurer to comply with the <br />terms and conditions of any other insurance policy or bond including but not limited to the Other Crime <br />Policy. <br />14. Section XIII, MATERIAL CHANGES IN EXPOSURE, is deleted and replaced with the following: <br />A. ACQUISITION OR CREATION OF ANOTHER ORGANIZATION <br />If, during the Policy Period, the Named Insured: <br />i. acquires voting securities in another organization or creates another organization, which as a result of <br />such acquisition or creation becomes a Subsidiary; or <br />2. acquires any organization by merger into or consolidation with the Named Insured; <br />then, subject to the terms and conditions of this Policy, such organization shall be covered under this <br />Policy but only with respect to loss resulting directly from Computer Fraud, Funds Transfer Fraud <br />or Social Engineering Fraud sustained after such acquisition or creation, unless the Insurer agrees <br />to provide coverage by endorsement for Computer Fraud, Funds Transfer Fraud or Social <br />Engineering Fraud which took place prior to such acquisition or creation. <br />B. ACQUISITION OF THE NAMED INSURED <br />If, during the Policy Period, any of the following events occurs: <br />i. the acquisition of the Named Insured, or of all or substantially all of its assets, by another entity, or <br />the merger or consolidation of the Named Insured into or with another entity such that the <br />Named Insured is not the surviving entity; or <br />2. the obtaining by any person, entity or affiliated group of persons or entities of the right to elect, <br />appoint or designate at least 50% of the directors of the Named Insured; <br />PF-48257 (og/18) <br />Rifil Mudgmeni Dhialm <br />Ii"EwED & APPROVED BY: <br />Risk NFanagement Cl eriral Aide <br />