# EXCESS UMBRELLA LIABILITY POLICY

## NEW ENGLAND Insurance Company Boston, Massachusetts (A Stock insurance company, herein called the Company)

Agrees with the Insured, named in the Declarations made a part hereof, in consideration of the payment of the premium and in reliance upon the statements in the Declarations and subject to the limits of liability, exclusions, conditions and other terms of this policy:

## INSURING AGREEMENT

Coverage:
To indemnify the Insured for the Limits of Liability in excess of the Underlying Limits of Liability, both as shown in the Declarations, for all sums which the Insured shall become legally obligated to pay by reason of the liability imposed upon the Insured by law, or assumed by the Insured under contract or agreement, on account of:

(a) Personal Injury,
(b) Property Damage,
(c) Advertising Liability.

arising out of the hazards covered by and as defined in the Underlying Umbrella Policy(ies) as shown in Item 5 of the Declarations.

## CONDITIONS

1. Prior Insurance and Non Cumulation of Liability: It is agreed that if any loss covered hereunder is also covered in whole or in part by any other excess policy issued to the Insured prior to the inception date hereof, the limits of liability hereby stated in Section 4 of the Declarations shall be reduced by any amounts due to the Insured on account of such loss under such prior insurance.
2. Maintenance of Underlying Umbrella Insurance: This policy is subject to the same terms, conditions, exclusions and conditions (except as otherwise provided herein) as are contained in or as may be added to the Underlying Umbrella Policies stated in Item 5 of the Declarations prior to the happening of an occurrence for which claim is made hereunder.
3. Notices of Occurrence: Whenever the Insured has information from which they may reasonably conclude that an occurrence covered hereunder may result in injuries or damage which, in event that the Insured shall be held liable, is likely to involve this policy, notice shall be sent to the Company; at 60 Summer Street, Boston, Massachusetts 02108, as soon as practicable, provided, however, that failure to give notice of any occurrence which at the time of its happening did not appear to involve this policy, but which, at a later date, would appear to give rise to claims hereunder, shall not prejudice such claims.
4. Other Insurance: If other valid and collectible insurance with any other insurer is available to the Insured covering a loss also covered by this policy, other than insurance that is in excess of the insurance afforded by this policy, the insurance afforded by this policy shall be in excess of and shall not contribute with such other insurance.
5. Premium Computations: The deposit premium stated in the Declarations is an advance premium and until fully satisfied. Upon termination of this policy, the earned premium shall be computed in accordance with the regular minimum premium applicable to this insurance as stated in the Declarations. If the earned premium thus computed exceeds the advance premium paid, the Named Insured shall be required to pay the difference.
6. Inspection and Audit: The Company shall be permitted but not obligated to inspect the premises of the Insured's property and operations at any time. Neither the Company's right to make inspections nor the making thereof nor any report thereon shall constitute an undertaking, on behalf of or for the benefit of the Named Insured or others, to determine or warrant the safety of the premises or conditions thereon or safe.
7. Action Against Company: No action shall lie against the Company except upon a condition precedent thereto, the Insured shall have fully complied with all the terms of this policy, nor until the amount of the Insured's obligation to pay shall have been finally determined either by judgment rendered after actual trial or by written agreement of the Insured, the claimant and the Company.
8. Subrogation: In the event of any payment under this policy, the Company shall be subrogated to all the Insured's rights of recovery therefor against any person or organization, and the Insured shall cause to be delivered instruments and papers and do whatever else is necessary to secure such rights. The Insured shall do nothing after loss to prejudice such rights.
9. Changes: Notice to or knowledge possessed by any person shall not effect a waiver of any provision in any part of this policy or stop the Company from asserting any rights under the terms of this policy, nor shall the terms of this policy be waived or changed, except by endorsement issued to form a part hereof, signed by an authorized representative of the Company.
10. Assignments: Assignment of interest under this policy shall not bind the Company until its consent is endorsed hereon; if, however, the Named Insured shall be adjudged bankrupt or insolvent, this policy shall cover the Named Insured's legal representatives, successors in interest, provided that notice of cancellation addressed to the Insured named in the Declarations and mailed to the address shown in this policy shall be sufficient notice to effect cancellation of this policy.
11. Cancellation: This policy may be cancelled by the Insured for surrender thereof to the Company at any time during the period of coverage, provided that notice of cancellation stating when the policy will be effective. This policy may be cancelled by the Company if the Insured is found to be in default and constitutes a complete and accurate copy of the policy.

C-263 1/84