# NOTICE TO COMPANY:

(14) NOTICE GIVEN BY OR ON BEHALF OF THE INSURED TO ANY AUTHORIZED AGENT OF THE COMPANY WITH PARTICULARS SUFFICIENT TO IDENTIFY THE INSURED, SHALL BE DEEMED TO BE NOTICE TO THE COMPANY. FAILURE TO GIVE SUCH NOTICE WITHIN THE TIME SPECIFIED IN THE POLICY SHALL NOT INVALIDATE ANY CLAIM MADE BY THE INSURED IF IT SHALL BE SHOWN NOT TO HAVE BEEN REASONABLY POSSIBLE TO GIVE SUCH NOTICE WITHIN THE PRESCRIBED TIME AND THAT NOTICE WAS GIVEN AS SOON AS PRACTICABLE.

THE WORDING "AS SOON AS PRACTICABLE" SHALL MEAN AFTER AN ACCIDENT BECOMES KNOWN TO THE MANAGER OF INSURANCE AT THE INSURED'S OFFICE AT ARMONK, N.Y.

OTHER INSURANCE: (15) IT IS AGREED THAT CONDITION 14 OF THE POLICY, ENTITLED "OTHER INSURANCE" IS AMENDED TO READ AS FOLLOWS:

THE INSURANCE AFFORDED BY THIS POLICY SHALL BE EXCESS OVER ANY OTHER VALID AND COLLECTIBLE INSURANCE.

SUBROGATION: (16) IN THE EVENT OF ANY PAYMENT UNDER THIS POLICY, THE COMPANY SHALL BE SUBROGATED TO THE EXTENT OF SUCH PAYMENT, TO ALL THE INSURED'S RIGHTS OF RECOVERY THEREFORE AND THE INSURED SHALL EXECUTE ALL PAPERS REQUIRED AND SHALL DO EVERYTHING THAT MAY BE NECESSARY TO SECURE SUCH RIGHTS, BUT THE COMPANY SHALL HAVE NO RIGHTS OF SUBROGATION AGAINST ANY OWNED OR CONTROLLED, SUBSIDIARY OR AFFILIATED COMPANIES OF THE NAMED INSURED. THE COMPANY WILL ACT IN CONCERT WITH ALL OTHER INTERESTS CONCERNED (INCLUDING THE INSURED) IN THE EXERCISE OF SUCH RIGHTS OF RECOVERY. IF ANY AMOUNT IS RECOVERED AS A RESULT OF SUCH PROCEEDINGS SUCH AMOUNT SHALL BE APPORTIONED AS FOLLOWS:

FIRST, ANY INTEREST (INCLUDING THE INSURED) THAT SHALL HAVE PAID AN AMOUNT OVER AND ABOVE ANY PAYMENT MADE UNDER THIS POLICY SHALL BE REIMBURSED UP TO THE AMOUNT PAID BY SUCH INTEREST; SECOND, THE COMPANY SHALL BE REIMBURSED OUT OF THE BALANCE THEN REMAINING, UP TO THE AMOUNT PAID UNDER THIS POLICY, THIRD; THE INSURED IS ENTITLED TO THE RESIDUE. THE EXPENSE OF ALL PROCEEDINGS NECESSARY TO THE RECOVERY OF ANY SUCH AMOUNT SHALL BE APPORTIONED BETWEEN THE INTERESTS CONCERNED (INCLUDING THE INSURED) IN THE RATIO OF THEIR RESPECTIVE RECOVERIES AS FINALLY SETTLED. IF THERE SHOULD BE NO RECOVERY IN PROCEEDINGS INSTITUTED SOLELY ON THE INITIATIVE OF THE COMPANY, THE EXPENSES THEREOF SHALL BE BORNE BY THE COMPANY

CANCELLATION:(17) IT IS AGREED THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE POLICY, IF THE COMPANY ELECTS TO CANCEL THIS POLICY, THE COMPANY WILL MAIL TO THE NAMED INSURED AT THE ADDRESS SHOWN IN THE POLICY, WRITTEN NOTICE STATING WHEN, NOT LESS THAN THIRTY (30) DAYS THEREAFTER, SUCH CANCELLATION SHALL BE EFFECTIVE.