XVIII. OTHER INSURANCE Except as provided in the EXCLUSIONS in this POLICY, if there is other insurance applicable to a CLAIM covered by this POLICY, this POLICY shall be deemed excess insurance over and above the applicable Limits of Liability of all such other insurance unless such other insurance is specifically written as excess insurance over the Limits of Liability provided in this POLICY. XIX. ACTION AGAINST US No action shall lie against us unless, as a condition precedent thereto, all INSUREDS shall have fully complied with all the terms and conditions of this POLICY and not until the amount of all INSUREDS’ obligations to pay has been finally determined either by judgment against all INSUREDS after actual trial or by written agreement of you, the claimant and us. Nothing contained in the POLICY shall give any person or organization any right to join us as a co- defendant in any action against any INSURED to determine any INSURED’S liability. XX. APPLICABLE LAWS Any terms of the POLICY which are in conflict with any laws and regulations governing the POLICY are hereby amended to conform to such laws and regulations. XXI. TERRITORY This POLICY applies to WRONGFUL ACTS that occur anywhere in the world, but the INSURED’S responsibility to pay DAMAGES must be determined in a SUIT on the merits or in a settlement to which we have agreed. XXII. WAIVER Our failure to insist on strict compliance with any of the terms, provisions or conditions of this POLICY or the failure to exercise any right or privilege shall not operate or be construed as a waiver thereof or of any subsequent breach thereof or a waiver of any other terms, provisions, conditions, privileges, or rights. XXIII. ENTIRE AGREEMENT By acceptance of this POLICY, all INSUREDS reaffirm as of the effective date of this POLICY that (a) the statements in the Declarations and your most recent application(s) and all information communicated by the INSUREDS to us are true and accurate and are all INSUREDS’ agreements and representations, (b) this POLICY is issued in reliance upon the truth and accuracy of such representations which are material to our issuance of this POLICY and (c) this POLICY embodies all agreements between INSUREDS and us or any of our agents relating to this insurance. IN WITNESS WHEREOF, the Company has caused this POLICY to be signed by its President and Secretary, but the same shall not be binding upon the Company unless it has been countersigned on the Declarations page by a duly authorized representative of the Company. WESTPORT INSURANCE CORPORATION President Secretary SP 4 584 1215 Copyright ©2015 Westport Insurance Corporation. All rights reserved. Page 15 of 15 Insured Copy