**POLICY NUMBER:** NY22AXSZ056H1IV  
**POLICY EFFECTIVE:** 5/21/2022 12:01:00 AM

c. If the Company does not exercise the right to assume charge of such defense or settlement, or if the applicable limits of liability of the "Underlying Policy(ies)" are not exhausted or settled, the Company shall have the right and shall be given the opportunity to associate with the Insured or the Underlying Insurer(s) or both, in the defense and control of any claim, suit, or proceeding likely to involve this Policy.

d. With respect to any claim, suit, or proceeding encompassed by 2.a. or 2.b. above, the Insured and the Company shall cooperate in the defense of such claim, suit, or proceeding.

e. The Insured shall not settle any claim, suit, or proceeding for an amount within the Company's Limit of Liability without the Company's consent, and such consent shall not be unreasonably delayed or withheld.

If the Company assumes the duty to defend under either paragraph 2.a. or 2.b. above, that duty shall end once the Company has paid out the applicable Limits of Liability of this Policy as stated in Item 4. of the Declarations.

3. **CANCELLATION**

The cancellation provisions of this Policy will follow the cancellation provisions of the "Followed Policy" except as provided by endorsement to this Policy.

Notwithstanding any other provision in this Policy, in the event that the Company's financial strength rating is issued (1) below "A-" (A minus) by A.M. Best Co., or (2) below "BBB" by Standard & Poor's Ratings Services, (hereinafter "Credit Rating Downgrade"), this Policy may be canceled by the Named Insured by mailing written notice to the Company or by surrender of this Policy to the Company or its authorized agent. If this Policy is canceled by the Named Insured after such "Credit Rating Downgrade", the Company shall retain the pro rata proportion of the premium herein.

Payment or tender of any unearned premium by the Company shall not be a condition precedent to the effectiveness of cancellation but such payment shall be made as soon as practicable.

4. **NOTICE OF OCCURRENCE**

Whenever the Insured has information from which they may reasonably conclude that an occurrence, claim, or suit covered hereunder involves injuries or damages which, in the event that the Insured should be held liable, is likely to involve this Policy, notice shall be sent to the Company at the address stated in Item 6.a. of the Declarations as soon as practicable.

**NOTICE:** THESE POLICY FORMS AND THE APPLICABLE RATES ARE EXEMPT FROM THE FILING REQUIREMENTS OF THE NEW YORK INSURANCE LAW AND REGULATIONS. HOWEVER, THE FORMS AND RATES MUST MEET THE MINIMUM STANDARDS OF THE NEW YORK INSURANCE LAW AND REGULATIONS.

Class 2-13000 Risk

NAV-AXS-POL (06/18)  
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