# V. GENERAL CONDITIONS

1. **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 Certificate, nor until the amount of the Insured's obligation to 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.

2. **Assignment:** Assignment of interest under this Certificate shall not bind the Company until its consent is endorsed hereon; if, however, the Named Insured shall be adjudged bankrupt or insolvent, this Certificate shall cover the Named Insured's legal representative as Named Insured; provided that notice of cancellation addressed to the Insured named in the Declarations and mailed to the address shown in this Certificate shall be sufficient notice to effect cancellation of this Certificate.

3. **Cancellation:** This Certificate may be cancelled by the Insured by surrender thereof to the Company or by mailing to the Company written notice stating when thereafter the cancellation shall be effective. This Certificate may be cancelled by the Company upon written notice to the Insured, such notice to be not less than the number of days set forth in Item 7 of the Declarations of this Certificate. The mailing of notice as aforesaid shall be sufficient proof of notice. The time of the surrender or the effective date and hour of cancellation stated in the notice shall become the end of the certificate period. Delivery of such written notice either by the Insured or by the Company shall be equivalent to mailing. If the Insured cancels, earned premium shall be computed in accordance with the customary short rate table and procedure. If the Company cancels, earned premium shall be computed pro-rata. Premium adjustments may be made either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. The Company may, however, cancel this Certificate absolutely on five (5) days notice for non-payment of premium due.

4. **Notice:** Notice shall be given by the Insured to the Company at One Liberty Plaza – 91 Liberty Street, New York, New York 10006, and by the Company to the Insured at the Insured's address as shown in the Declarations. Notice by the Company to the first named Insured, if more than one, shall be deemed notice to any other interests included as an Insured.

5. **Changes:** Notice to or knowledge possessed by any person shall not effect a waiver or change in any part of this Certificate or estop the Company from asserting any rights under the terms of this Certificate; nor shall the terms of this Certificate be waived or changed, except by endorsement issued to form a part hereof, signed by an authorized representative of the Company.

6. **Examination and Audit:** The Company may examine and audit the Insured's books and records at any time during the term of this Certificate and thereafter as far as they relate to the subject matter of this insurance.

7. **Loss Payable:** The Company's obligation to pay any ultimate net loss and costs with respect to any accident or occurrence falling within the terms of this Certificate shall not attach until the amount of the applicable underlying limit has been paid by or on behalf of the Insured on account of such accident or occurrence. The Insured shall make a claim for any ultimate net loss and costs covered by this Certificate within a period not exceeding ninety (90) days after: (a) the Insured shall have paid ultimate net loss in excess of the underlying limit with respect to any accident or occurrence or (b) the Insured's obligation to pay such amounts shall have been finally determined, either by judgement against the Insured, after actual trial or by written agreement of the Insured, the claimant and the Company.

8. **Premium Computation:** Premium due the Company for this excess insurance shall be that amount shown in Item 3 of the Declarations and is payable upon the effective date of this Certificate. The advance premium stated in the Declarations is a deposit premium only unless otherwise specified. Upon termination of this Certificate, 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 thus computed exceeds the advance premium paid, the Insured shall pay the excess to the Company; if less, the Company shall return to the Insured the unearned portion in excess of the minimum premium stated in Item 3 of the Declarations paid by such Insured. The 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 Certificate period, as the Company may direct.

9. **Prior Insurance and Non Cumulation of Liability:** It is agreed that if any loss covered hereunder is also covered in whole or in part under any other excess policy or certificate issued to the Insured prior to the inception date hereof, the limit of liability hereon as stated in Item 6 of the Declarations of this Certificate shall be reduced by any amounts due the Insured on account of such loss under such prior insurance.

10. **Service of Suit:** It is agreed that in the event of the failure of the Company to pay any amount claimed to be due hereunder, the Company, at the request of the Insured, will submit to the jurisdiction of any Court of Competent Jurisdiction within the United States and will comply with all the requirements necessary to give such Court jurisdiction and all matters arising hereunder shall be determined in accordance with the law and practice of such court.

Further, pursuant to any statute of any state, territory or district of the United States which makes provision therefore, the Company hereby designates the Superintendent, Commissioner, or Director of Insurance or other officer specified for that purpose in the statute or his successor or successors in office, as its true and lawful attorney upon whom may be served any lawful