# Zurich Insurance Company

## 4. ACTION AGAINST THE COMPANY

NO ACTION SHALL LIE 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 OR 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 BY THIS POLICY. NOTHING CONTAINED IN THIS POLICY SHALL GIVE ANY PERSON OR ORGANIZATION ANY RIGHT TO JOIN THE COMPANY AS A CO-DEPENDENT IN ANY ACTION AGAINST THE INSURED TO DETERMINE THE INSURED'S LIABILITY. ANY PAYMENTS BY THE COMPANY UNDER THIS CONDITION SHALL 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.

## 5. SUBROGATION AND OTHER RECOVERIES

IN THE EVENT OF ANY PAYMENT UNDER THIS POLICY, THE COMPANY SHALL BE SUBROGATED TO ALL THE INSURED'S RIGHTS OF RECOVERY THEREFOR AGAINST ANY PERSON OR ORGANIZATION 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 THE 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 OR IN THE RECOVERY OF AMOUNTS BY ANY OTHER MEANS. THE APPORTIONING OF ANY AMOUNTS SO RECOVERED SHALL FOLLOW IN THE PRINCIPLE THAT ANY INTEREST, INCLUDING THE INSURED, THAT SHALL HAVE PAID AN AMOUNT OVER AND ABOVE ANY PAYMENT UNDER THIS POLICY 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; AND LASTLY, THE INTERESTS, INCLUDING THE INSURED, OF WHOM THIS COVERAGE IS IN EXCESS ARE ENTITLED TO CLAIM ANY RESIDUE REMAINING. EXPENSES AND COSTS NECESSARY TO THE RECOVERY OF ANY SUCH AMOUNTS SHALL BE APPORTIONED BETWEEN THE INTERESTS CONCERNED, INCLUDING THE INSURED, IN THE RATIO OF THEIR RESPECTIVE RECOVERIES OR, IN THE EVENT OF A TOTALLY UNSUCCESSFUL ATTEMPT TO RECOVER, IN THE RATIO OF THE RESPECTIVE AMOUNTS Sought TO BE RECOVERED.