# Part V - Conditions

## 1. Underlying Insurance - Changes During this Policy Period
Any change in the underlying insurance shall be promptly reported to the company. The insured shall upon request furnish the company with copies of such changes.

Any change in the premium for the underlying insurance shall be promptly reported to the company and the premium for this policy, subject to the minimum premium, may be adjusted in accordance with the manuals of the company then in effect.

## 2. Notice of Loss; Participation in Defense by the Company
Notice of an occurrence which appears likely to involve this policy shall be given to or on behalf of the insured to the company or any of its authorized agents as soon as practicable. The company at its own option may, but is not required to, participate in the investigation, settlement or defense of any claim or suit against the insured.

## 3. Action Against Company
No action shall be against the company unless, as a condition precedent thereto, the insured shall have fully complied with all the terms of this policy.

Any person or organization on the legal representative thereof who has secured a judgment against the insured shall thereafter be entitled to recover under this policy to the extent of the insurance afforded thereunder. Nothing contained in this policy shall be construed as giving any right to join the company as a co-defendant in any action against the insured to determine the insured's liability. Any payments by the company under this policy shall not discharge the company's obligation to the insured to the extent of such payments.

Bankruptcy or insolvency of the insured or of the insured's estate shall not relieve the company of any of its obligations hereunder.

## 4. Subrogation and Other Recoveries
In the event of any payment under this policy, the company shall be subrogated to the insured's rights of recovery therefrom against any person or organization and the insured shall execute and deliver instruments and papers necessary to do whatever else is necessary to secure such rights. The insured shall do nothing after such occurrence to prejudice such rights.

Because this policy affords excess coverage, the insured's right of recovery cannot always be exclusively subrogated to the company. It is, therefore, agreed that the company shall act in concert with all other interests concerned, including the insured, in the enforcement of any subrogation rights of the insured. The apportioning of any amounts so recovered shall follow in the principle that, excepting the insured, that shall have paid an amount over and above any payment under this policy, the company shall first be reimbursed up to the amount paid by such interest; the company shall then be reimbursed out of any balance then remaining up to the amounts paid as the result of loss covered under this policy.

## 5. Other Insurance
This condition does not apply with respect to the underlying insurance purchased specifically to be in excess of this policy.

If with respect to a loss covered hereunder the insured has other insurance, whether on a primary, excess or contingent basis, than the insurance afforded hereunder for respects such loss, provided that the applicable limit of liability of this policy is greater than the applicable liability provided by such other insurance, the policy shall afford insurance over and above such other insurance in an amount sufficient to give the insured the layer of coverage equal to an amount sufficient to give the insured the layer of coverage afforded by this policy.

## 6. Cancellation
This policy may be canceled by the named insured or the company written notice stating when cancellation becomes effective. This policy may be canceled by the company without the consent of the named insured at the address shown in the declarations when cancellation is made not less than ten days thereafter such cancellation shall become effective date of cancellation stated in the notice which shows the end of the policy period. Delivery of such notice of cancellation either to the insured or by the company shall be equivalent to mailing.

If the named insured cancels, earned premium in minimum premium whenever greater shall be computed in accordance with the table short rate table of the company. If the company cancels, earned premium in minimum premium which is greater shall be computed in accordance with the table short rate table of the company. An adjustment may be made either at the time cancellation becomes effective, but between ten days before and ten days after cancellation becomes effective, but between ten days of cancelled premium is not a condition of cancellation.

## 7. First Named Insured
The insured first named in item I in the declarations is authorized on behalf of the named insureds and the insureds with respect to the and receiving of notice of cancellation and to receive any return of premium that may become payable under this policy. The insured first named in item I in the declarations is responsible for the payment of all premiums but no other named insureds, jointly and severally agree to make premium payments in full for the insured first named in item I and for the amount due within thirty day after the company gives a demand for payment to the insured first named in item I.