**PART V - CONDITIONS**

1. **UNDERLYING INSURANCE - CHANGES DURING THIS POLICY PERIOD**

   ANY CHANGE IN COVERAGE IN THE UNDERLYING INSURANCE SHALL BE PROMPTLY REPORTED TO THE COMPANY AND THE INSURED SHALL, UPON REQUEST, FURNISH THE COMPANY WITH COPIES OF SUCH CHANGES. ANY CHANGE IN THE PREMIUM FOR THE UNDERLYING INSURANCE SHALL BE PROMPTLY REPORTED TO THE COMPANY AND THE PREMIUM FOR THIS POLICY, SUBJECT TO THE MINIMUM PREMIUM, MAY BE ADJUSTED IN ACCORDANCE WITH THE MANUALS OF THE COMPANY THEN IN EFFECT.

2. **NOTICE OF LOSS; PARTICIPATION IN DEFENSE BY THE COMPANY**

   WRITTEN NOTICE OF AN OCCURRENCE WHICH APPEARS LIKELY TO INVOLVE THIS POLICY SHALL BE GIVEN BY OR ON BEHALF OF THE INSURED TO THE COMPANY OR ANY OF ITS AUTHORIZED AGENTS AS SOON AS PRACTICABLE. THE COMPANY AT ITS OWN OPTION MAY, BUT IS NOT REQUIRED TO, PARTICIPATE IN THE INVESTIGATION, SETTLEMENT OR DEFENSE OF ANY CLAIM OR SUIT AGAINST THE INSURED.

3. **ACTION AGAINST THE 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.

   ANY PERSON OR ORGANIZATION OR THE LEGAL REPRESENTATIVE THEREOF WHO HAS SECURED A JUDGMENT AGAINST THE INSURED SHALL THEREAFTER BE ENTITLED TO RECOVER UNDER THIS POLICY TO THE EXTENT OF THE INSURANCE AFFORDED BY THIS POLICY. NOTHING CONTAINED IN THIS POLICY SHALL GIVE ANY PERSON OR ORGANIZATION ANY RIGHT TO JOIN THE COMPANY AS A CO-DEFENDANT IN ANY ACTION AGAINST THE INSURED TO DETERMINE THE INSURED'S LIABILITY. ANY PAYMENTS BY THE COMPANY UNDER THIS CONDITION 3 SHALL DISCHARGE THE COMPANY'S OBLIGATION TO THE INSURED TO THE EXTENT OF SUCH PAYMENTS.