# Excess Liability Policy

## Royal Insurance

**9300 Arrowpoint Boulevard**
**PO Box 1000**
**Charlotte NC 28201-1000**

## Johnson & Higgins

**125 Broadway**
**New York, NY 10006**
**(212) 431-7040**
**Toll-Free: (800) 341-1812**
**Gable Kehoden**

## INSURING AGREEMENTS

### 1. Coverage
To indemnify the Insured for such loss as would have been payable under all of the terms of the liability coverages offered by the underlying policies stated in Item 5 of the Declarations if the limits of liability stated in Item 5 of the Declarations were available under the underlying policies in addition to the limits of liability stated in Item 5 of the Declarations (hereinafter called the "underlying limits"); provided the Company's obligation hereunder shall apply only to loss in excess of such underlying limits.

### 2. Limits of Liability - Underlying Limits
Liability under this policy shall attach to the Company only after the underlying insurers have paid or have been held to pay the full amount of their respective loss liability as described in the underlying limits, and the limits of liability to the Company under this policy shall then be as shown in Item 4 of the Declarations.

### CONDITIONS

#### 1. Maintenance of Underlying Insurance
This policy is subject to the same terms, definitions, exclusions and conditions (except as regards premium, the amount and limits of liability and except as otherwise provided herein) as are contained in or may be added to the underlying policies stated in Item 5 of the Declarations prior to the happening of an occurrence for which claim is made hereunder. It is a condition of this policy that the underlying policies shall be maintained in full effect during the currency hereof except for any reduction of the aggregate limits contained therein solely by payment of claims in respect of accidents and/or occurrences occurring during the period of this policy or by the operation of Condition of the underlying policies.

#### 2. Notice of Occurrence
Whenever the Insured has information from which they may reasonably conclude that an occurrence covered hereunder has caused injury or damage which, in event the Insured shall be held liable, is likely to involve this policy, notice thereof shall be given to the Company as soon as practicable, provided, however, that failure to give notice of any occurrence at the time of its happening did not appear to prejudice the policy, but which, at a later date, would appear to give rise to claims hereunder, shall not prejudice such claims.

#### 3. 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.

#### 4. Application of Salvage
All salvage, recoveries, or payments recovered or received subsequent to a loss settlement under this policy shall be applied as if recovered or received prior to such settlement, and all necessary adjustments shall be made between the Insured and the Company, providing always that nothing in this clause shall be construed to mean that losses under this policy are not recoverable until the Insured's ultimate net loss has been finally ascertained.

#### 5. Attachment of Liability
Liability under this policy shall not attach unless and until the underlying insurers shall have admitted liability for the underlying limits or unless and until the Insured has by final judgment been adjudged to pay a sum which exceeds such underlying limits.

#### 6. Premium Computation
The deposit premium stated in the Declarations is an advance premium only unless otherwise specified. Upon termination of this policy, the earned premium shall be computed in accordance with the rates and minimum premium applicable to this insurance as stated in the Declarations. If the earned premium computed exceeds the advance premium, the Named Insured shall pay the excess to the Company; if less, the Company shall return to the Named Insured the unearned portion due by such Insured. The Named Insured shall maintain records of the information necessary for premium computation on the basis stated in the Declarations and shall send copies of such records to the Company at the end of the policy period, as the Company may direct.

#### 7. Inspection and Audit
The Company shall be permitted but not obligated to inspect the Named 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 that such property is operated in a safe manner. The Company may examine and audit the Named Insured's books and records at any time during the policy period and extensions thereof and within three years after the final termination of this policy, as far as they relate to the subject matter of this insurance.

#### 8. Action Against Company
No action shall lie against the Company unless, as a condition precedent thereto, the Insured shall have fully complied with all the terms of this policy, nor until the amount of the claim, obligation or pay shall have been finally determined either by judgment against the Insured after actual trial or by written agreement of the Insured, the claimant and the Company.

#### 9. Subrogation
In the event of any payment under this policy, the Company shall be subrogated to all the insured rights of recovery therefor against any person or organization to whom the Insured shall execute and deliver all documents and papers and do whatever else is necessary to secure such rights. The Insured shall do nothing after the payment to prejudice such rights.

#### 10. Changes
Notice to or knowledge possessed by any person shall not effect a waiver or change 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 as a part hereof, signed by an authorized representative of the Company.

#### 11. Assignment
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 assignee representative as Named Insured; provided the notice of cancellation addressed to the Insured and to the Declarations and mailed to the address shown in this policy shall be sufficient notice to effect cancellation of this policy.