**Insured**

The insured shall have nothing after loss to prejudice such rights and shall do everything necessary to secure such rights. Any amount of recovery shall be apportioned as follows:

At the time of loss, excluding the insured having paid an amount in excess of the retained limit, the cost of liability hereunder shall be reimbursed first to the extent of actual payment. The company shall be reimbursed next to the extent of its actual payment hereunder. If any balance then remains unpaid, it shall be applied to reimburse the insured for any underlying insurer or their interests that may appear. The expenses of all such recovery proceedings shall be apportioned in the ratio of respective recoveries. If the claim is recovered in proceedings conducted solely by the company, it shall bear the expense thereof.

**Changes**

Notice of any agent or knowledge possessed by any agent or knowledge possessed by any other person which would cause a change in any part of the policy or stop the company from asserting any right under the insurance, the policy or the claim, shall not be voided or changed, except by endorsement issued by a part of the policy.

**Assignment**

Assignment of interest under this policy shall not bind the company unless the assignee is disclosed. However, the named insured shall die, such insurance as is afforded by this policy shall apply to the named insured's legal representative, as the named insured, but only while acting within the scope of his duties as such (except) with respect to the property of the named insured, to the person having legal temporary custody thereof. Notice thereof shall be given to the company and verification of the legal representative.

1. **Cancellation**

This policy may be cancelled by the named insured by surrender thereof to the company or any of its authorized agents 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 thirty days thereafter, such cancellation shall be effective. The time of 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.

If the named insured cancels, earned premium shall be computed in accordance with the customary short rate table and procedure. If the company cancels, earned premium shall be computed pro rata. Premium adjustment may be made either at the time cancellation is effected or as practicable after cancellation becomes effective; but payments or tender of unearned premium is not a condition of cancellation.

2. **Maintenance of Underlying Insurance**

It is warranted by the insured that the underlying policy(ies) listed in Schedule A, or renewals or replacements thereof not more restricted, shall be maintained in force as collectible insurance during the currency of this policy, except for any reduction of the aggregate limit(s) contained therein solely by reason of losses in respect of occurrences happening during the policy period. In the event of failure by the insured so to maintain such policy(ies) or to meet all conditions and warranties subsequent to loss under such policy(ies), the insurance afforded by this policy shall apply in the same manner it would have applied had such policy(ies) been so maintained in force.

Upon notice that any aggregate limit of liability under any policy of underlying insurance has been exhausted, the named insured shall immediately make all reasonable efforts to restate such limits. The named insured shall give the company written notice as soon as practicable of any change in the scope of coverage or in the amount of limits of insurance under any underlying insurance and of the termination of any coverage or extension of aggregate limits of any underlying insurer's liability.

In witness whereof, the Zurich Insurance Company has caused this policy to be signed by its United States Manager at Chicago, Illinois, but the same shall not be binding upon the company unless countersigned on the Declarations page by a duly authorized agent of the company.