# III. MAINTENANCE OF UNDERLYING INSURANCE AND UNIMPAIRED UNDERLYING LIMITS OF LIABILITY

It is a condition of this policy that the Underlying Insurance be maintained in full force and effect except for reduction of the limits of liability of the Underlying Insurance by payment by the Underlying Insurance of Ultimate Net Loss to which this policy applies. For purposes of determining the attachment of this policy, the limits of liability of the Underlying Insurance will not be reduced or exhausted by reason of any liability paid thereunder which is not covered under this policy or any endorsement hereto.

Upon request, the insured must promptly furnish the Company with a copy of the policy(ies) of Underlying Insurance and immediately notify the Company in writing of any change in the Underlying Insurance. Any change not reported to and approved by the Company will not be covered by this policy.

Failure to maintain the Underlying Insurance in full force and effect or to comply with all the conditions contained in the Underlying Insurance will not invalidate this policy, but this policy will apply in the same manner as if the Underlying Insurance were maintained and/or compliance had taken place.

# IV. NOTICE OF OCCURRENCE, CLAIM, OR SUIT

The insured will as soon as practicable notify the Company of:

A. any occurrence, claim, or suit which in the insured's or the underlying insurer's estimate of injuries or damage, without regard to liability, seems likely to involve this policy;

B. any occurrence, claim, or suit with respect to which an underlying insurer has established a loss reserve equal to or greater than fifty percent (50%) of that insurer's limit of liability; or

C. any cumulative incurred (paid and outstanding reserve) loss amounts totalling fifty percent (50%) of the underlying aggregate limit of liability where an annual aggregate limit of liability applies.

The notice will contain particulars sufficient to identify the insured and reasonably obtainable information with respect to the date, time, place, and circumstances of the occurrence; the names and addresses of parties sustaining injury or damage; and the description of the injury or damage.

Notice will be given to:

Reliance National
77 Water Street
New York, New York 10005
Attn: Claims Division

# V. DUTY TO DEFEND

The Company will at no time be called upon to assume the charge of the defense or settlement of any claim made or suit brought or proceeding instituted against the Insured. The Company will, however, have the right and will be given the opportunity to associate with the Insured and/or any underlying Insurer in the control, defense,