The Company will pay that part of loss, covered by this insurance, in excess of the Underlying Limits of Insurance. The terms and conditions of Controlling Underlying Insurance are made a part of this policy, except with respect to any contrary provision contained in, or endorsed unto, this policy.

Notwithstanding anything to the contrary contained above, if underlying insurance does not cover loss, for reasons other than exhaustion of a limit of insurance by payment of claims, then the Company will not cover such loss.

The Company has no duty to assume control of the investigation, defense or settlement of any claim, suit or proceeding, except, however, the Company will assume control of the defense of a suit brought against the insured seeking damages to which this insurance applies:

a. if all insurers providing the applicable Underlying Limits of Insurance are obligated by the terms and conditions of their policies to assume control of the defense of such suit; and

b. after all applicable Underlying Limits of Insurance have been exhausted.

The Company does, however, have the right to investigate any occurrence or offense and to participate in the investigation, settlement or defense of any claim, suit or proceeding that the Company feels may create liability on its part.

If the Company is prevented by law from carrying out its obligations, the Company will reimburse the insured for necessary and reasonable sums incurred with the Company's written consent.

The Company's obligations under this insurance end when the Company has exhausted the applicable Limits of Insurance.

While this policy is in effect, the insured agrees to maintain the Underlying Limits of Insurance in full force. The insured's failure, or the failure of others, to comply with this condition will not invalidate this policy; but in the event of such failure, the Company will only be liable to the same extent as if there had been compliance.

The insured must see to it that the Company:

a. is notified as soon as practicable, but not later than any requirement made a part of this policy or Underlying Insurance, of any occurrence, claim or suit which may involve this policy.

b. is helped, at the Company's request, to enforce any right against any person or organization which may be liable to an insured.

c. receives the insured's full cooperation.

It is a requirement of this policy that the insured not, without the Company's consent (which shall not be unreasonably withheld), incur any expense or make any payment which may involve this policy. Any such unauthorized expense or payment will be at the insured's own cost.

Any terms of this insurance which are in conflict with the applicable statutes of the State in which this policy is issued are amended to conform to such statutes.

Cancellation: see the Endorsement entitled "Cancellation."

**Authorization**

In Witness Whereof, the company issuing this policy has caused this policy to be signed by its authorized officers, but this policy shall not be valid unless also signed by a duly authorized representative of the company.

FEDERAL INSURANCE COMPANY

Maureen A. Grundage
Secretary

Paul J. Kung
President

Authorized Representative

Date June 8, 2016

Form 07-02-2325 (Ed. 12-09)
New York - Declarations
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