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 under this policy 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 this policy or that are in excess of the applicable Limits of Insurance of this policy. An agreed settlement means a settlement and release of liability signed by us, the Insured and the claimant or the claimant's legal representative.

**K. Maintenance of Scheduled Underlying Insurance**

You agree that during the Policy Period:
1. you will keep Scheduled Underlying Insurance in full force and effect;
2. the terms, definitions, conditions and exclusions of Scheduled Underlying Insurance will not materially change;
3. the total applicable limits of Scheduled Underlying Insurance will not decrease, except for any reduction or exhaustion of aggregate limits by payment of Loss to which this policy applies; and
4. any renewals or replacements of Scheduled Underlying Insurance will provide equivalent coverage to and afford limits of insurance equal to or greater than the policy being renewed or replaced.

If you fail to comply with these requirements, we will be liable only to the same extent that we would have, had you fully complied with these requirements.

**L. Other Insurance**

If other valid and collectible insurance applies to damages that are also covered by this policy, this policy will apply excess of the Other Insurance. However, this provision will not apply if the Other Insurance is specifically written to be excess of this policy.

**M. Premium**

The first Named Insured designated in Item 1 of the Declarations will be responsible for payment of all premiums when due.

The premium for this policy will be computed on the basis set forth in Item 6 of the Declarations. At the beginning of the Policy Period, you must pay us the Advance Premium shown in Item 6 of the Declarations.

When this policy expires or if it is cancelled, we will compute the earned premium for the time this policy was in force. If this policy is subject to audit adjustment, the actual exposure base will be used to compute the earned premium. If the earned premium is greater than the Advance Premium, you will promptly pay us the difference. If the earned premium is less than the Advance Premium, we will return the difference to you. But in any event, we will retain the Minimum Premium as shown in Item 6 of the Declarations for each twelve months of the Policy Period.

**N. Separation of Insureds**

Except with respect to the Limits of Insurance of this policy and rights or duties specifically assigned to the first Named Insured designated in Item 1 of the Declarations, this insurance applies:

1. as if each Named Insured were the only Named insured; and
2. separately to each Insured against whom claim is made or Suit is brought.

**O. Transfer of Rights of Recovery**

NOTICE: THESE POLICY FORMS AND THE APPLICABLE RATES ARE EXEMPT FROM THE FILING REQUIREMENTS OF THE NEW YORK STATE INSURANCE DEPARTMENT. HOWEVER, SUCH FORMS AND RATES MUST MEET THE MINIMUM STANDARDS OF THE NEW INSURANCE LAW AND REGULATIONS.
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© 2001 American International Group, Inc.
includes copyrighted material of Insurance Services Office, Inc. with its permission.