1. If the Followed Policy is construed under applicable law to provide coverage for punitive damages, then, notwithstanding New York law, coverage for punitive damages under this Policy shall be construed in the same manner;

2. Insofar as such laws pertain to regulation under the New York Insurance Law, or regulations issued by the Insurance Department of the State of New York, pursuant thereto, applying to insurers doing insurance business, or issuing or delivering policies of insurance, within the State of New York; or

3. Insofar as such laws are inconsistent with any express provision of this Policy.

Provided, however, that the terms, conditions, exclusions and limitations of this Policy are to be construed in an evenhanded fashion as between the Insured and the Insurer. Without limitation, where the language of this Policy is deemed to be ambiguous or otherwise unclear, the issue shall be resolved in the manner most consistent with the relevant terms, conditions, exclusions and limitations of this Policy: without regard to authorship of the language; without any presumption, arbitrary interpretation, construction in favor of either the Insured or the Insurer or reference to the "reasonable expectations" of either party; and without reference to parol or other extrinsic evidence.

G. MAINTENANCE OF UNDERLYING INSURANCE

While this Policy is in effect, the Insured agrees to maintain the Underlying Policies in full force and effect. The Insured's failure, or the failure of others, to comply with this Condition will not invalidate this Policy, but in the event of such failure, the Insurer will only be liable to the same extent as if there had been compliance.

H. PAYMENT OF PREMIUM

The first Named Insured listed in Item 1 of the Declarations of this Policy shall be responsible for and act on behalf of all Insureds with respect to the payment of any premiums due under this Policy.

I. REQUIRED NOTICES TO INSURER BY INSURED

1. Notice of Occurrence, Offense, Claim or Suit

a. The Insured shall, as a condition precedent to the obligations of the Insurer under this Policy, give written notice as soon as practicable to the Insurer of any occurrence, offense, claim or suit likely to involve this Policy.

b. Without limiting the requirements of a. above, the Named Insured shall separately, and as soon as practicable, give written notice to the Insurer when a payment is made or reserve established for any occurrence, offense, claim or suit which has brought the total of all payments and reserves by the Insured or underlying insurers to a level of twenty-five percent (25%) or more of the Underlying Aggregate Limit.