# TERMS AND CONDITIONS

## BURING AGREEMENT

The Underlying Insurance specified in the Declarations shall be maintained in full force and effect during the currency of this policy, except for reduction of the aggregate limits solely by reason of payment of claims resulting from occurrences happening during the period of this policy.

Failure to maintain the Underlying Insurance shall constitute a breach of the terms and conditions of this policy by the Insured and shall automatically terminate this policy without notice unless Gibraltar consents thereto by written notice to the Insured prior to the end of the policy term. Premium adjustment shall be made as soon as practicable after the payment or tender of unearned premium is not a condition of termination.

## IV. NOTICE OF OCCURRENCE

Whenever the Insured has knowledge of an occurrence involving injuries or damage which may give rise thereto, written notice shall immediately be given to Gibraltar. Such notice shall contain particulars of the occurrence that are available and at the option of Gibraltar, further information may be solicited accordingly.

## V. ASSISTANCE, COOPERATION, AND DEFENSE

Gibraltar shall have no obligation to take any action or to assume any charge of the investigation or defense of a claim, suit, or proceeding against the Insured or the liability of the Insured under the Underlying Insurance. Gibraltar, but it shall have the right and be given the opportunity to associate with the Insured and the Insured's Underlying Insurer and their defense counsel, to exercise control and direction of any claim, suit, or proceeding relating to any occurrence, only in the opinion of Gibraltar may involve liability on the part of Gibraltar under this policy. In the event of the exhaustion of the Underlying Limits, Gibraltar, at its sole discretion, may elect to assume control and defense of any or all claims, suits, and proceedings which in its opinion, may involve this policy.

The Insured warrants that it will extend the fullest cooperation and assistance to Gibraltar and its Underlying Insurer employees, and others who may be under its control in requesting, obtaining and making available any documents and information during the investigation, defense, and control of any claim or suit.

Unless Gibraltar elects otherwise, the Insured shall be solely responsible for the investigation, defense, settlement, and final disposition of any claim made or suit brought or proceeding instituted against the Insured to which this policy would apply and to which the Underlying Insurer is obligated to defend. The Insured shall use all diligence and prudence to settle all such claims and suits which in the exercise of sound judgment should be settled, provided, however, that the Insured shall not make or agree to any settlement for any sum which would involve the limits of this insurance, without the prior written approval of Gibraltar.

## VI. RIGHT OF APPEAL

In the event the Underlying Insurer or the Insured elects not to appeal a judgment in excess of the Underlying Limits, Gibraltar may elect to conduct such appeal and shall be liable for the costs thereof, including the cost of the appeal including court costs, interest, etc.