# Maintenance of Underlying Umbrella Insurance

The Insured shall maintain and keep in force during the policy period, and at all times while this policy is in effect, an underlying umbrella insurance policy with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate. The underlying policy must be endorsed to include the Insured as an additional insured. The Insured shall provide NORTHBROOK with a copy of the declarations page of the underlying policy.

## 2. Conditions of this Policy

This policy does not cover any loss or damage that is caused by, contributed to, or aggravated by, any condition, act, or omission of the Insured, or any other person or entity, unless such condition, act, or omission is specifically covered under this policy. This policy does not cover any loss or damage that is caused by, contributed to, or aggravated by, any condition, act, or omission of the Insured, or any other person or entity, unless such condition, act, or omission is specifically covered under this policy.

## 3. Premium

The premium will be payable in advance at the time of issuance and on the anniversary date of the policy. The annual premium shall not be impacted upon termination of the policy for any reason. The annual premium is due for the entire policy period. If the annual premium is paid for three years prior to the end of the policy period, the excess to NORTHBROOK by NORTHBROOK shall be the difference between the annual minimum premium and the two months of the policy period and the policy maximum premium as stated in the Declarations. See the Optional Term and Additional Schedules.

## 4. Inspection and Audit

NORTHBROOK may inspect the Insured's property and operations and audit the Insured's books and records at any time at NORTHBROOK's option during the policy period and within three years after the final termination of this policy. These actions are solely for NORTHBROOK's benefit, and they shall not be a representation that the Insured's property and operations are safe, healthful or in compliance with any law or regulation.

## 5. Notice of Occurrence

When there is an occurrence which may result in a claim under this policy, the Insured shall notify NORTHBROOK at its Home Office as soon as possible, giving full details sufficient to identify the Insured and as usable information on time, place, and cause of the occurrence. The Insured will also send NORTHBROOK any legal papers that relate to the occurrence.

## 6. Suit Against NORTHBROOK

No suit shall lie against NORTHBROOK unless as a condition precedent thereto, there shall have been full compliance with the terms of this policy, nor until the amount of the Insured's obligation to pay shall have been finally determined either by judgment against the Insured and upon trial or by written agreement. The Insured, the claimant, and NORTHBROOK. Any person or organization that has recovered under this policy shall thereafter be entitled to recover under this policy to the extent of the liability afforded by this policy. No person or organization shall have any right under this policy to join NORTHBROOK as a defendant in a suit against the Insured to determine the Insured's liability, nor shall NORTHBROOK be implicated by the Insured in the Insured's liquidation, bankruptcy, or insolvency. The Insured shall not relieve NORTHBROOK of any of its obligations hereunder.

## 7. Other Insurance

Except as respects coverage written specifically as contributing insurance with this policy or to apply excess of this policy, this policy shall be excess insurance over any other insurance available to the Insured with respect to an occurrence covered hereunder.

## 8. Subrogation

In the event of any payment under this policy, NORTHBROOK shall be subrogated to all of the Insured's rights of recovery against any person or organization and the Insured shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The amount recovered as subrogation shall be apportioned in the inverse order of payment of ultimate net loss to the extent of the actual payment. The expenses of all such recovery proceedings shall be apportioned in the ratio of respective recoveries.

## 9. Changes

This policy must be endorsed in writing to change any of its provisions.

## 10. Assignment

Assignment of interest under this policy shall not bind NORTHBROOK unless its consent is endorsed hereon.

## 11. Cancellation

This policy may be cancelled by the Insured by surrender thereof to NORTHBROOK or by mailing to NORTHBROOK written notice stating where thereafter such cancellation shall be effective. This policy may be cancelled by NORTHBROOK by mailing to the Insured at the address shown in this policy or last known address written notice stating when, not less than thirty (30) days thereafter, such cancellation shall become effective. However, if NORTHBROOK cancels the policy because the Insured has failed to pay a premium, this policy may be cancelled by NORTHBROOK by mailing a written notice of cancellation to the Insured stating when, not less than ten (10) days thereafter, such cancellation shall become effective. The mailing of notice as aforesaid shall be sufficient proof of notice. The time of surrender or the effect, as the case of the cancellation may be, of the notice shall become the end of the policy period. Delivery of such written notice either by the Insured or to NORTHBROOK shall be equivalent to mailing.

If the Insured cancels, earned premiums shall be computed in accordance with the customary short rate table and procedure. If NORTHBROOK cancels, earned premium shall be computed pro rata. Premium adjustment may be made at the time cancellation is effected and if no other change shall be made as soon as practicable after cancellation becomes effective. NORTHBROOK's check or the check of its representative may be delivered as aforesaid shall be a sufficient tender of any refund of premium due to the Insured.

## 12. Sales Agent Clause

If there is more than one Named Insured hereunder, the Named Insured first named in Item 1 of the Declarations shall be deemed to be the agent for all Named Insureds with respect to notice of cancellation, payment of return premium, payment of unadjusted premium due to the Insured, and in all other matters pertaining to this insurance.