# Provisions

In consideration of the payment of the premium, the Company, in reliance upon the statements in the DECLARATIONS and upon the covenants, warranties, representations and mutual agreements set forth herein and in the DECLARATIONS, and subject to all the terms and conditions of this policy, hereby agrees with the Insured as follows:

## Insuring Agreements

1. The Company hereby agrees to pay on behalf of the Insured the Ultimate Net Loss in excess of the Underlying Insurance as shown in Item 4 of the Declarations, but only up to an amount not exceeding the Company's Limit of Liability as shown in Item 3 of the Declarations. Except for the Terms, Definitions, Conditions, and Exclusions of this policy, the coverage provided by this policy shall follow the Insuring Agreements, Definitions, Conditions and Exclusions of the First Underlying Insurance Policy as shown in Item 4 of the Declarations.

2. The limits of the Underlying Insurance shall be maintained in full effect during the currency of this policy except for reduction of such limits by exhaustion of aggregate limits (if any) contained therein by paying or by having been held liable to pay for damages for accident(s) or occurrence(s), whichever is applicable, during Each Annual Period of this policy. Failure of the Insured to comply with the foregoing shall not invalidate this policy but in the event of such failure, the company shall be liable only to the extent that it would have been held liable had the Insured complied therewith.

3. The inclusion or addition hereunder of more than one Insured shall not operate to increase the Company's Limit of Liability beyond that set forth in Item 3 of the Declarations.

## Definitions

1. Ultimate Net Loss. The term "Ultimate Net Loss" shall mean the amount payable in settlement of the liability of the insured after making deductions for all recoveries and for other valid and collectible insurance, excepting however the policy(ies) of the Underlying Insurer(s).

Ultimate Net Loss shall exclude all interest accruing after entry of judgment, costs and expenses, except with the consent of the Company.

2. Each Annual Period. The term "Each Annual Period" shall mean each consecutive period of one year commencing from the inception date of this policy.

## Conditions

E. Changes. The Company shall be promptly notified of any coverage or limit change(s) made after the inception date of this policy to the First Underlying Insurance Policy as shown in Item 4 of the Declarations.

## 2. Premium. The Insured shall pay premium to the Company as specified in the Declarations.

Upon expiration of this policy or its termination during the policy period, the earned premium shall be computed as follows. If the earned premium thus computed is more than the advance premium paid, the Insured shall immediately pay the excess to the Company; if less, the Company shall return the difference to the Insured, but the Company shall receive and retain the Policy Minimum Premium.

## 3. Notification of Accidents or Occurrences. The Insured, upon knowledge of any accident or occurrence, whichever is applicable, involving injuries or damages, which, without regard to liability, are likely to give rise to a claim hereunder, shall provide prompt written notice to the Company.

## 4. Defense. The Company shall not be called upon to assume charge of the investigation, settlement or defense of any claim made, or suits brought, or proceedings instituted against the Insured, but shall have the right and be given the opportunity to be associated in the defense and trial of any such claim, suits or proceedings relative to any occurrence which, in the opinion of the Company, may create liability on the part of the Company under the terms of this policy. If the Company avails itself of such right and opportunity the Company shall do so at its own expense.

Court costs and interest, if incurred with the consent of the Company, shall be borne by the Company and other interested parties in the proportion that each party's share of the Ultimate Net Loss bears to the total amount of Ultimate Net Loss sustained by all interested parties.

## 5. Cancellation. This policy may be cancelled by the Named Insured by surrender thereof to the Company or by mailing to the Company written notice stating when thereafter the cancellation shall be effective. This policy may be cancelled by the Company by mailing to the Named Insured at the address shown in this policy, written notice stating when not less than ten (10) days for non-payment of the premium or thirty (30) days for other than non-payment of the premium thereafter such cancellation shall be effective. The mailing of notice as aforesaid shall be sufficient proof of notice. The time of the surrender or the effective date and hour of cancellation stated in the notice shall become the end of the policy period. Delivery of such written notice, either by the Named Insured or by the Company, shall be equivalent to mailing.