D. **Duty to Defend:** At no time shall the Company be called upon to assume charge of the settlement or defense of any claims made or suits brought or proceeding instituted against the Insured, but the Company shall have the right and shall be given the opportunity to associate with the Insured or its underlying insurer or insurers, or both in the control, defense and/or trial of any claims, suits or proceedings which, in the opinion of the Company, involves or appears reasonably likely to involve the Company. If the Company avails itself of such rights and opportunity, the Insured, any underlying insurer or insurers and the Company shall cooperate in the control, defense and/or trial of such claims, suits or proceedings, so as to effect a final determination thereof. Failure on the part of the Insured or the underlying insurer or insurers to so cooperate shall relieve the Company, at its sole option, of liability under this Policy.

The Insured shall be solely responsible for the investigation, settlement, defense and final disposition of any claim made or suit brought or proceeding instituted against the Insured to which this Policy would apply. The Insured shall use diligence and prudence to settle all such claims and suits which in the exercise of sound judgement should be settled, provided, however, that the Insured shall not make or agree to any settlement for any sum, in excess of the underlying insurance, without the written approval of the Company.

The Insured shall (a) cooperate with the underlying insurer or insurers, as required by the terms of the underlying insurance, (b) comply with all the terms and conditions thereof and (c) enforce any right of contribution or indemnity against any person or organization who may be liable to the Insured because, of liability with respect to which insurance is afforded under this Policy and the underlying insurance.

**V GENERAL CONDITIONS**

1. **Action Against Company:** No action shall lie against the Company unless, as a condition precedent thereto the Insured shall have fully complied with all the terms of this Policy, nor until the amount of the Insured's obligation to pay shall have been finally determined either by judgement against the Insured after actual trial or by written agreement of the Insured, the claimant and the Company.

2. **Assignment:** Assignment of interest under this Policy shall not bind the Company until its consent is endorsed hereon; in the event of the bankruptcy or insolvency of the Insured or any entity comprising the Insured, the Company shall not be relieved thereby of the payment of any claims hereunder because of such bankruptcy or insolvency.