# EXCESS UMBRELLA LIABILITY POLICY

## FIRST STATE UNDERWRITERS AGENCY OF NEW ENGLAND REINSURANCE CORPORATION
Boston, Massachusetts
(A stock insurance company, herein called the Company)

**357**

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**Agrees with the Insured, named in the Declarations made a part hereof, in consideration of the payment of the premium and in reliance on the statements in the Declarations and subject to the limits of liability, exclusions, conditions and other terms of this policy:**

### INSURING AGREEMENT

- (a) Personal Injury,
- (b) Property Damage,
- (c) Advertising Liability.

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**Coverage:**

To indemnify the Insured for the Limits of Liability in excess of the Underlying Limits of Liability, both as shown in the Declarations, for all sums which the Insured will become legally obligated to pay by reason of the liability imposed upon the Insured by law or assumed by the Insured under contract or agreement, on account of:

- arising out of the hazards covered by and as defined in the Underlying Umbrella Policies as shown in Item 4 of the Declarations.

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### CONDITIONS

1. **Prior Insurance and Non-Cumulation of Liability:** It is agreed that any loss covered hereunder is also covered in whole or in part under any other excess policy issued to the Insured prior to the inception date hereof. The limit of liability hereunder stated in Item 4 of the Declarations shall be reduced by any amounts paid to the Insured on account of such loss under such prior insurance.
2. **Maintenance of Underlying Umbrella Insurance:** This policy is subject to the same terms, definitions, exclusions and conditions except as regards the premium, the amount of limits of liability and except as otherwise provided herein) as are contained herein as may be added to the Underlying Umbrella Policies stated in Item 5 of the Declarations prior to the happening of an occurrence for which claim is made hereunder.
3. **Notice of Occurrence:** Whenever the Insured has information from which they reasonably conclude that an occurrence covered hereunder involves personal injury or damage which, in event that the Insured were held liable, is likely to involve this policy, notice shall be served on the Company at 60 Bowdoin Street, Boston, Massachusetts 02108 as soon as practicable, provided however, that failure to give notice of any occurrence which at the time of happening did not appear to involve this policy, but which, at a later date, would appear to give rise to claims hereunder, shall not prejudice such claims.
4. **Other Insurance:** If any valid and collectible insurance with any other insurer is available to the Insured covering a loss also covered by this policy, other than insurance that is in excess of the insurance afforded by this policy, the insurance afforded by this policy shall be in excess of and shall not contribute with such other insurance.
5. **Premium Computation:** The deposit premium stated in the Declarations is an advance premium only unless otherwise specified. Upon termination of this policy, 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 Named Insured shall pay the excess to the Company; if less, the Company will return the Named Insured the unearned portion paid by such Insured.
6. **Inspection and Audit:** The Company shall be permitted but not obligated to inspect the Named Insured's premises and operations at any time. Neither the Company's right to make inspections nor making thereof nor any report thereon shall constitute an undertaking on behalf of or for the benefit of the Named Insured to warrant or terminate or warrant that such premises or operations are safe. The Company may examine and audit the Named Insured's books or records at any time during the policy period or extensions thereof and within three years after the final termination of this policy as to how they relate to the subject matter of this insurance.
7. **Action Against Company:** No action shall lie against the Company unless, as a condition precedent thereto, the Insured has fully complied with all the terms of this policy and until the entirety 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 and claimant and the Company.
8. **Subrogation:** In the event of any payment under this policy, the Company shall be subrogated to the Insured's rights of recovery therefor against any person or organization. The Insured shall execute all deliverable instruments and papers and do whatever else is necessary to secure such rights. The Insured shall do nothing after loss to prejudice such rights.
9. **Changes:** Notice to or knowledge possessed by any person holding a policy affecting any rights under this policy, or giving the Company notice affecting any rights under the terms of this policy, shall be the terms of this policy he waived or changed, except by endorsement issued to form a part hereof, signed by an authorized representative of the Company.
10. **Assignment:** Assignment of interest under this policy shall not affect a waiver or change in any part of this policy, or impair the Company's assertion of any rights under the terms of this policy, nor shall the terms of this policy be waived or changed, except by endorsement issued to form a part hereof, signed by an authorized representative of the Company.
11. **Cancellation:** This policy may be canceled by the Insured by surrender thereof to the Company or any of its authorized agents or by mailing to the Company written notice stating when the cancellation shall be effective. This policy may be terminated by the Company by mailing to the Insured at the address shown on this policy.