Suit, will not be affected by our failure to comply with any of provisions contained in section B. of this endorsement.

F. SECTION III - LIMITS OF INSURANCE, F. SAME BASIS DEFENSE EXPENSES is replaced by the following:

F. SAME BASIS DEFENSE EXPENSES - With respect to any claim or Suit to which this policy applies and for which we assume charge of the settlement or defense, if the limits of insurance of any Underlying Insurance are reduced by defense expenses by the terms of that policy then any defense expense payments we make will reduce our applicable Limits of Insurance in the same manner up to a maximum of fifty percent (50%) of our applicable Limits of Insurance. After the defense expense payments we make reach fifty percent (50%) of the applicable Limit of Insurance, we will pay any defense expenses we incur in excess of such amount.

G. The following is added to the policy CONDITIONS, CONDITIONS, DUTIES OF INSUREDS IN THE EVENT OF OCCURRENCE, CLAIM OR SUIT:

Notice given by or on behalf of any Insured, or written notice by or on behalf of the injured person or any other claimant, to any agent of ours in New York State, with particulars sufficient to identify the Insured, shall be considered notice to us.

H. The following is added to the policy CONDITIONS:

NEW YORK CONFORMITY WITH REGULATIONS- Notwithstanding anything in the policy to the contrary, with respect to operations in the State of New York, this policy shall conform to the applicable insurance laws of the State of New York or the applicable regulations of the New York Insurance Department in effect at the time the policy is issued; provided however, that our Limits of Insurance shall be excess of an amount of damages equal to the amount of the Limits of Insurance stated in our Schedule of Underlying Insurance.

I. The following is added to the policy CONDITIONS:

LEGAL ACTION AGAINST US - No person or organization has a right under this policy:

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 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 judgement against an Insured; but we will not be liable for damages that are not payable under the terms of this policy or that are in excess of our 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.

J. The policy CONDITIONS, H. PAYMENT OF LOSS UNDER THIS POLICY, is replaced by the following:

H. PAYMENT OF LOSS UNDER THIS POLICY - This policy will not apply until all Underlying Insurance is obligated to pay the full amount of the Underlying Insurance limits of insurance. When the amount of judgment or settlement has finally been determined, we will promptly pay on behalf of the Insured the amount of damages which falls within the terms of this policy.

K. The policy CONDITIONS, CANCELLATION, subsection 2.a. is replaced by the following:

a. Fifteen (15) days before the effective date of cancellation if we cancel for non-payment of premium; or

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