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C. The duties and requirements imposed upon any insured under this policy will not apply to any <br />non -admitted jurisdiction. However, with respect to any claims made or suits brought in a <br />non -admitted jurisdiction, it will be the duty of the first Named Insured to do or cause the applicable <br />qualified entity to do such things as would be required of such qualified entity if Coverage A applied <br />directly to such claim orsuit, including: <br />(1) Make such investigation, defense or settlement as we deem reasonable; <br />(2) Obtain our approval for any payment; and <br />(3) Effect approved payments to others, in accordance with the terms and conditions of this insurance. <br />d. Under Coverage B, this policy does not apply to any liability, damage, loss, cost or expense arising out of <br />any operations or activities of a qualified entity. <br />e. We will promptly pay the first Named Insured at the mailing address listed in Item 2. of the Declarations <br />the amount of damages covered under the terms of this policy. If the first Named Insured or any qualified <br />entity recovers from any third party all or part of any amount that we have paid pursuant to this insurance, <br />the first Named Insured will promptly reimburse the amount of any suchrecovery to us. <br />10. Legal Action Against Us <br />There will be no right of action against us under this insurance unless: <br />a. You have complied with all the terms of this policy; and <br />b. The amount you owe has been determined by settlement withi6dr consent or tiji adtual trial and final <br />judgment. <br />This insurance does not give anyone the right to add us as a party in an actptl.against you to determine your <br />liability. <br />............. <br />11. Maintenance of Underlying Insurance <br />During the period of this policy, you agree: <br />a. To keep the policies listed in the Schedule of;tlnderlying.tnsuranc.. in full force and effect; <br />b. That the Limits of Insurance of the..po3icies listed iri::th.......... <br />e..Sohedule of Underlying Insurance will be <br />maintained except for any reduction dt'iakhaustion of liititits:tiy payment of claims or suits for damages <br />covered by underlying insurance; <br />C. The policies listed jfl:tlly:SGhiul@:of Underlying Insurance may not be canceled or not renewed by you <br />without noti in us; and oii a i #'o notify <br />fy g:. y g us:m:the event an insurance company cancels or declines to <br />renew any policy listed in the SCt e::d' i' of Underljdiig Insurance; and <br />d. Renewals.:bir replacements of the:0611cies listed in the Schedule of Underlying Insurance will not be <br />materially:0.h:23iged without our agreement. <br />If you fail to comply with these requirements, we will only be liable to the same extent that we would have been <br />had you fully compliedwiththese requirements. <br />12. Miscellaneous Unintenik.&Errors iand Omissions <br />Any unintentional error or oijj W6� in the description of, or failure to describe completely, any premises or <br />operations intended to be covered by this policy, shall not invalidate or affect the coverage for those operations <br />or premises. However, the insured must report such error or omission to the company as soon as practicable <br />after its discovery. <br />13. Other Insurance <br />If other insurance applies to damages that are also covered by this policy, this policy will,a{�ply excess o the <br />other insurance. However, this provision will not apply: e�\�� <br />a. If the other insurance is written to be excess of this policy; or 0� <br />b. With respect to Coverage A only, if the named insured has agreed in a w contract cj grance <br />to apply prior to and be non-contributory with that of another person or organization' �Ibut only <br />as respects damages arising out of insured operations or work on behalf of the na d�f performed <br />under such written contract. The limits available to the other person or organ iza yvl�ll �,�e lesser of the <br />policy limits or the minimum limits required by such written contract. In that se, gip' a rance of that <br />person or organization will apply as excess and not contribute prior to the uranc orded by this policy. <br />U-UMB-103-C CW (03/10) <br />Page 17 of 19 <br />