d. The exhaustion of any limit of insurance by the payments of judgments or settlements, and the resulting end of the Company's duty to defend, will not be affected by the Company's failure to comply with any of the provisions of this Condition.

**LEGAL ACTION AGAINST THE COMPANY**

The LEGAL ACTION AGAINST THE COMPANY Condition is replaced by the following:

**LEGAL ACTION AGAINST THE COMPANY**

No person or organization has a right under this Coverage Part:

a. To join us as a party or otherwise bring the Company into a "suit" asking for damages from an insured; or

b. To sue the Company on this Coverage Part unless all of its terms have been fully complied with.

A person or organization may sue the Company to recover on an agreed settlement or on a final judgment against an insured; but the Company will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by the Company, the insured and the claimant or the claimant's legal representative.

**NOTICE OF OCCURRENCE, CLAIM, OR SUIT** is replaced by the following:

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 totaling 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, NY 10005
Attn: Claims Division

In addition, notice given by or on behalf of the Insured to any licensed agent of the Company in the State of New York, with particulars sufficient to identify the Insured, shall be deemed notice to the Company.