Recoveries shall be applied:

- First, to reimburse any interest (including the Insured's) that may have paid any amount with respect to liability in excess of our Limit of Insurance hereunder;
- Then to reimburse us up to the amount paid hereunder, along with any other insurers having a proportionate interest at the same level; and
- Lastly, to reimburse such interests (including the Insured's), with respect to which this insurance is excess, as are entitled to claim the residue, if any;

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 or recovery shall be apportioned among all interests in the ratio of their respective losses for which recovery is sought.

**6. CHANGES**

Notice to any person, or knowledge possessed by any person, shall not effect a waiver or a change in any part of this policy, or stop us from asserting any rights under the terms of this policy with respect to any requirements as to underlying insurance; nor shall the terms of this policy be waived or changed, except by endorsement issued to form a part of this policy, signed by our authorized representative.

**7. CANCELLATION**

a. The Insured may cancel this policy by mailing or delivering to us advance written notice of cancellation.
b. We may cancel this policy by mailing or delivering to the Insured written notice of cancellation at least:

**IN WITNESS WHEREOF**, we have caused this policy to be executed and attested, but this policy shall not be valid unless countersigned by a duly authorized representative of the Company.

**The company located these documents in its business records. At this time, the company does not certify that these documents constitute a complete and accurate copy of the policy.**

(1) 10 days before the effective date of cancellation if we cancel for nonpayment of premium; or

(2) 30 days before the effective date of cancellation if we cancel for any other reason.

c. We will mail or deliver our notice to the Insured's last mailing address known to us.

d. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date.

e. If this policy is cancelled, we will send the Insured any premium refund due. If we cancel, the refund will be pro rata. If the Insured cancels, the refund will be based upon the customary short rate table. The cancellation will be effective even if we have not made or offered a refund.

f. If notice is mailed, proof of mailing will be sufficient proof of notice.

**8. BANKRUPTCY OR INSOLVENCY**

In the event of the actual or alleged bankruptcy or insolvency of an underlying insurer, or of the Insured if the underlying insurance is comprised in whole or in part of self-insurance, it is agreed that this insurance shall not take the place of such underlying insurance which is or becomes invalid, uncollectible or otherwise unavailable. The underlying insurance will be deemed in effect and the risk of such bankruptcy or insolvency is retained by you and others, and not by us.