5. Paragraph 10. Loss Payable is replaced by the following:

**10. Loss Payable**

Liability under this Coverage Part does not apply to a given claim unless and until:
a. The insured or insured's "controlling underlying insurer" has become obligated to pay the "retained limit"; and
b. The obligation of the insured to pay the "ultimate net loss" in excess of the "retained limit" has been previously determined by a written agreement among the insured, claimant, "controlling underlying insurer" (or a representative of one or more of these) and us.

6. Paragraph 11. Legal Action Against Us is replaced by the following:

**11. Legal Action Against Us**

a. Except as provided in Paragraph b., no person or organization has a right under this Coverage Part:
(1) To join us as a party or otherwise bring us into a suit asking for damages from an insured; or
(2) To sue us on this Coverage Part unless all of its terms have been fully complied with.

A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative.
b. With respect to a claim arising out of death or injury of any person, or arising out of injury to the economic interest of any person, as a result of the negligence in rendering expert, fiduciary or professional service, if we deny coverage or do not admit liability because an insured or the injured person, someone acting for the injured person or other claimant fails to give us written notice as soon as practicable, then the injured person, someone acting for the injured person or other claimant may bring an action against us, provided the sole question is whether the denial of coverage or nonadmission of liability is based on the failure to provide timely notice.

However, the injured person, someone acting for the injured person or other claimant may not bring an action if within 60 days after we deny coverage or do not admit liability, we or an insured:
(1) Brings an action to declare the rights of the parties under the policy; and
(2) Names the injured person, someone acting for the injured person or other claimant as a party to the action.

7. The following provision is added and supersedes any provision to the contrary:

Failure to give notice to us as required under this Coverage Part shall not invalidate any claim made by the insured, injured person or any other claimant, unless the failure to provide such timely notice has prejudiced us. However, no claim made by the insured, injured person or other claimant will be invalidated if it shall be shown not to have been reasonably possible to give such timely notice and that notice was given as soon as was reasonably possible thereafter.

D. The following provision is added:

It is hereby understood and agreed that, notwithstanding anything in this policy to the contrary, with respect to such insurance as is afforded by this policy, the terms of this policy, as respects coverage for operations in the State of New York, must conform to the coverage requirements of the applicable insurance laws of the State of New York or the applicable regulations of the New York Insurance Department; provided, however, that the company's limits of insurance, as stated in this policy, are excess of the limits of any underlying insurance or self-insurance, as stated in the Declarations, or in any attached endorsement.