1. If any Insured has rights to recover all or part of any payment we have made under this policy, those rights are transferred to us. The Insured must do nothing after loss to impair these rights and must help us enforce them.

2. Any recoveries will be applied as follows:
   a. any person or organization, including the Insured, that has paid an amount in excess of the applicable Limits of Insurance of this policy will be reimbursed first;
   b. we then will be reimbursed up to the amount we have paid; and
   c. lastly, any person or organization, including the Insured that has paid an amount over which this policy is excess is entitled to claim the remainder.
   
   Expenses incurred in the exercise of rights of recovery will be apportioned among the persons or organizations, including the Insured, in the ratio of their respective recoveries as finally settled.

3. If, prior to the time of an Occurrence, you and the insurer of Scheduled Underlying Insurance waive any right of recovery against a specific person or organization for injury or damage as required under an Insured Contract, we will also waive any rights we may have against such person or organization.

P. Transfer of Your Rights and Duties

Your rights and duties under this policy may not be transferred without our written consent.

If you die or are legally declared bankrupt, your rights and duties will be transferred to your legal representative, but only while acting within the scope of duties as your legal representative. However, notice of cancellation sent to the first Named Insured designated in Item 1 of the Declarations and mailed to the address shown in this policy will be sufficient notice to effect cancellation of this policy.

Q. Unintentional Failure to Disclose

Your failure to disclose all hazards existing as of the inception date of the policy will not prejudice you with respect to the coverage afforded by this policy, provided that any such failure or omission is not intentional.

VII. DEFINITIONS

A. Advertisement means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition:
   1. notices that are published include material placed on the Internet or on similar electronic means of communication; and
   2. regarding web-sites, only that part of a web-site that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement.

B. Auto means a land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment. Auto does not include Mobile Equipment.

C. Bodily Injury means bodily injury, sickness or disease sustained by any person, including death or mental anguish resulting from any of these at any time.

D. Crisis Management Event means an Occurrence that in the good faith opinion of a Key Executive of the Named Insured, in the absence of Crisis Management Services, has or may result in:
   - damages covered by this policy that are in excess of the total applicable limits of Scheduled Underlying Insurance or the Self-insured Retention, and

NOTICE: THESE POLICY FORMS AND THE APPLICATION THEREOF MUST MEET THE 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.

Page 18 of 23
AH0877
2 - 13000 © 2001 American International Group, Inc.
includes copyrighted material of Insurance Services Office, Inc. with its permission.