7. Other Insurance
The insurance afforded by this policy shall be excess insurance over any other valid and collectible insurance (except when purchased specifically to apply in excess of this insurance) available to the insured, whether or not described in the Extension Schedule of Underlying Insurance Policies, and applicable to any part of ultimate net loss, whether such other insurance is stated to be primary, contributing, excess or contingent; provided that if such other insurance provides umbrella coverage in excess of underlying insurance or the self-insured retention, the insurance afforded by this policy shall contribute therewith respect to such part of ultimate net loss as is covered hereunder, but the company shall not be liable for a greater proportion of such loss than the amount which would have been payable under this policy bears to the sum of said amount and the amounts which would have been payable under each other umbrella policy applicable to such loss, had each such policy been the only policy so applicable.

8. Subrogation
In the event of any payment under this policy, the company shall participate with the insured and any underlying insurer in the exercise of all the insured's rights of recovery against any person or organization liable therefor, and the insured shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The insured shall do nothing after loss to prejudice such rights.

Recoveries shall be applied:
- first, to reimburse any interest (including the insured) that may have paid any amount with respect to liability in excess of the limit of the company's liability hereunder;
- then, to reimburse the company up to the amount paid hereunder, along with any other insurers having a quota share interest at the same level; and
- lastly, to reimburse such interests (including the insured), with respect to which this insurance is excess, as are entitled to claim the residue, if any;

but a different apportionment may be made to effect settlement of a claim by agreement signed by all interests. Reasonable expenses incurred in the exercise of rights of recovery shall be apportioned among all interests in the ratio of their respective losses for which recovery is sought.

9. Changes
Notice to any agent, or knowledge possessed by any agent, or any other person shall not effect a waiver or a change in any part of this policy, or estop the company from asserting any rights under the terms of this policy with respect to any

10. Assignment
Assignment of interests: Under this policy shall not bind the company until its consent is endorsed hereon; if, however, an individual named insured shall die, such insurance as is afforded by this policy shall apply (a) to the individual named insured's legal representative, as an individual named insured, but only while acting within the scope of his/her duties as such, and (b) with respect to the property of an individual named insured, to the person having proper temporary custody thereof, as insured, but only until the appointment and qualification of the legal representative.

11. Maintenance of Underlying Insurance
Policies affording in total the coverage and limits stated in the Extension Schedule of Underlying insurance Policies shall be maintained in full effect during the currency of this policy. Failure of the named insured to comply with the foregoing shall not invalidate this policy, but in the event of such failure, the company shall be liable only to the extent that it would have been liable had the named insured complied therewith.

The first named insured shall give the company written notice as soon as practicable of any change in the coverage or in the limits of any underlying insurance, and of the termination of any coverage or the reduction or exhaustion of the aggregate limits of any underlying insurance.

The self-insured retention shall not apply should the underlying insurance be exhausted by the payment of claims or suits.

12. Sole Agent
The first named insured is authorized to act on behalf of all insureds with respect to the giving or receiving of notice of cancellation, receiving unearned premium, and agreeing to any changes in the policy.

13. Cancellation
This policy may be cancelled by the first named insured by surrendering it to the company or any of its authorized agents, or by mailing to the company written notice stating when thereafter the cancellation shall be effective. This policy may be cancelled by the company by mailing to the first named insured, at the address shown in this policy, written notice stating when not less than 60 days thereafter such cancellation shall be effective; provided that, if the first named insured fails to discharge when due any of its obligations in connection with the payment of premium for this policy