# Excess Insurance Policy

the serving of notice of entry of the judgment upon the attorney for the Insured, or upon the Insured, and upon us, then an action may, except during a stay or limited stay of execution against the Insured on such judgment, be maintained against us under the terms of the policy for the amount of such judgment, not exceeding the applicable limit of insurance under the policy.

It is further agreed that Section V. is amended by adding the following new Condition:

## Transfer of Duties when a Limit of Liability is Exhausted

1. If we conclude that, based on any claims which have been reported and to which this policy may apply, the insurance afforded by this policy is likely to be exhausted by the payment of "loss", we will provide written notice to that effect to the Named Insured at the address shown in the Declarations.
2. In the event one or more of the applicable Limits of Liability shown in the Declarations is/are exhausted by the payment of "loss":
   a) We will notify the Named Insured in writing, as soon as practicable, that:
      1. such a Limit of Liability has actually been exhausted; and
      2. our duty, if any, to defend claims and suits seeking "loss" subject to that applicable Limit of Liability also has ended.
   b) We will initiate, and cooperate in, the transfer of control, to any appropriate Insured all claims and suits seeking "loss" which are subject to that Limit of Liability and which are reported to us before that Limit of Liability is exhausted. You must cooperate in the transfer of control of said claims and suits.
   c) We agree to take such steps, as we deem appropriate, to avoid a default in, or continue the defense of, any claims or suits until such transfer is completed, provided the appropriate Insured is cooperating in completing such transfer.
   d) We will take no action whatsoever with respect to any claim or suit seeking "loss" that would have been subject to that Limit of Liability, had it not been used up, if the claim or suit is reported to us after that Limit of Liability has been exhausted.
3. The Named Insured shown in the Declarations and any other Insured involved in a suit seeking "loss" subject to the Limit of Liability must arrange for the defense of such claim or suit within such time period as agreed to between the appropriate Insured and us. Absent any such agreement, arrangements for the defense of such claim or suit must be made as soon as practicable.
4. You shall reimburse us for expenses incurred by us in taking those steps we deem appropriate in accordance with paragraph 2(b) above. Your duty to reimburse us will begin on:
   a) The date on which the applicable Limit of Liability is exhausted, if we sent notice in accordance with paragraph 1. above; or
   b) The date on which we sent notice in accordance with paragraph 2(a) above, if we did not send notice in accordance with paragraph 1. above.
5. The exhaustion of any Limit of Liability by the payment of judgments, settlements or defense costs (if applicable), and the resulting end of our duty to defend, will not be affected by our failure to comply with any of the provisions of this Condition.

**E-NY-XS (Ed. 10 00)**

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