The Insured shall make a definite demand for payment for any amount of the Ultimate Net Loss for which the Insurer may be liable under this Policy within twelve (12) months after the Insured shall have paid such amount. If any subsequent payments shall be made by the Insured on account of the same Occurrence or Claim, additional demands for payment shall be made similarly from time to time. Such losses shall be due and payable by the Insurer thirty (30) days after they are respectively paid by the Insured, demanded and proven in conformity with this Policy.

**G. REPRESENTATION**

The Named Insured or such other person as it shall designate in Item 5 of the Declarations shall represent and have authority to bind the Named Insured and any and all Insureds hereunder in all matters under this Policy, including, without limitation, payment of premium, negotiation of the terms of renewal or reinstatement and the adjustment, settlement and payment of claims. The Named Insured, by notice to the Insurer in writing, may designate a substitute representative, which representative shall, effective as of the date such notice is received, be deemed to be designated in Item 5 of the Declarations.

**H. OTHER INSURANCE**

If other valid and collectible insurance with any other insurer, whether issued prior hereto, simultaneously herewith or subsequent hereto, is available to the Insured for Ultimate Net Loss covered by this Policy, other than insurance which is listed on Schedule B as excess of a portion of the limits of this Policy, the insurance afforded by this Policy shall be in excess of and shall not contribute with such other insurance. Nothing herein shall be construed to make this Policy subject to the terms, conditions or limitations of other insurance.

If this Policy shall be deemed or required to contribute to Ultimate Net Loss with other insurance and such contribution arises in whole or in part from the failure of the Named Insured to list such other insurance on Schedule B hereto in accordance with the instructions for such Schedule B, then the Named Insured shall indemnify the Insurer for the amount of any such contribution, and this Policy shall apply as if such other insurance had been so listed.

**I. SUBROGATION**

In the event of any payment hereunder, the Insurer shall be entitled to exercise rights of subrogation, and the Insured shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. In such case, the Insurer will act in concert with all other interested parties, including the Insured, concerned in the exercise of rights of recovery. The apportioning of any amounts which may be so recovered, net of expenses, shall follow the principle that any parties, including the Insured, that shall have paid an amount over and above any payment hereunder shall first be reimbursed up to the amount paid by them. The Insurer is then to be reimbursed out of any balance then remaining up to the amount paid by it; lastly, the parties of whose interests this coverage is in excess, including the Insured, are entitled to claim the residue, if any.

**J. CHANGES**

Notice to or knowledge possessed by any person shall not effect waiver or change in any part of this Policy or estop the Insurer from asserting any right under the terms of this Policy. The terms of this Policy may not be waived or changed, except by written endorsement issued to form a part hereof and signed by the Insurer.

**K. ASSIGNMENT**

Assignment of interest under this Policy shall not bind the Insurer unless and until its consent is endorsed herein.