# Great American Assurance Company

## SECTION III - INVESTIGATION, DEFENSE AND SETTLEMENT

A. We will have the right to assume charge of the investigation of any claim or defense of any suit against you.

B. We will have the right to be associated with you or your underlying insurer or both in the investigation of any claim or defense of any suit which in our opinion may create liability for us for "loss" under this Policy. If we exercise such right, we will do so at our own expense and we will have the right to withdraw at any time.

C. We will have the right and duty to defend any suit to which this Policy applies if:

1. all "underlying insurance" has the right and duty to defend such suit; and
2. the "underlying limits of insurance" shown in the Declarations have been exhausted in accordance with SECTION II - LIMITS OF INSURANCE.

D. We will not investigate any claim or defend any suit after we pay our applicable Limits of Insurance.

## SECTION IV - CONDITIONS

A. Cancellation

You may cancel this Policy in accordance with the cancellation provisions of the "controlling underlying insurance". We may cancel this Policy in accordance with the cancellation provisions of the "controlling underlying insurance". Notice of such cancellation will be mailed or delivered to the first Named Insured shown in the Declarations.

B. Maintenance of Underlying Insurance

During the period of this Policy, you agree:

1. to keep the "underlying insurance" in full force and effect; and
2. that the limits of insurance of the "underlying insurance" will be maintained except for any reduction or exhaustion by payment of claims or suits for "loss" covered by "underlying insurance".

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

## SECTION V - DEFINITIONS

A. Controlling Underlying Insurance

"Controlling underlying insurance" means the policy or policies of insurance stated as such in the Schedule of Underlying Insurance.