3. **Cancellation:** This Policy 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 Policy 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 Policy. 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 Policy 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 Policy absolutely on five (5) days notice for non-payment of premium due.

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. Notice shall be given by the Company to the Insured at the Insured's address as shown in the Declarations.

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

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

6. **Loss Payable:** The Company's obligation to pay any Ultimate Net Loss with respect to any accident or occurrence falling within the terms of this Policy 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 claim for any Ultimate Net Loss and costs covered by this Policy 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.