(dissenting). I respectfully dissent. The Insurance Law establishes the condition precedent to the recovery of benefits under supplementary uninsured/underinsured motorist insurance (hereinafter SUM) as follows: “As a condition prece*726dent to the obligation of the insurer to pay under [SUM] coverage, the limits of liability of all bodily injury liability bonds or insurance policies applicable at the time of the accident shall be exhausted by payment of judgments or settlements” (Insurance Law § 3420 [f] [2] [A] [emphasis added]). Supreme Court properly analyzed the plain language of this statute and assigned appropriate weight and emphasis to the phrase “limits of liability.” The word “limits” is the subject of the sentence (“the limits of liability . . . shall be exhausted”) and, as such, the controlling concept of the legislation. The majority, instead, places undue emphasis on the modifying phrase “all bodily injury . . . insurance policies” in holding that respondent must obtain the pertinent funds directly from the automobile carrier as a condition precedent to enforcing her contract with her own carrier. Had the Legislature intended to require exhaustion of the applicable policies as opposed to exhaustion of the limits, this purpose would be met by simply stating that “all bodily injury insurance policies . . . shall be exhausted.” This is not what the statute requires; the modifying phrase instead defines the measure of benefits, nothing more, and neither precedent nor public policy supports construing the statutory language as the majority suggests.
In consideration of the significant public policy concerns which led to their enactment, statutes such as this one “must be interpreted as a whole, giving the words a meaning which serves rather than defeats the over-all legislative goals” (Matter of Allstate Ins. Co. v Shaw, 52 NY2d 818, 820 [1980]). The Legislature’s purpose in enacting Insurance Law § 3420 (f) (2) was “to allow an insured to ‘obtain the same level of protection for himself and his passengers which he purchased to protect himself against liability to others’ ” (Matter of Prudential Prop. & Cas. Co. v Szeli, 83 NY2d 681, 686 [1994], quoting State Exec Dept Mem, 1977 McKinney’s Session Laws of NY, at 2446). Respondent presumably obtained SUM coverage for that purpose, and the majority’s “unnecessarily restrictive” interpretation (Matter of Vanguard Ins. Co. [Polchlopek], 18 NY2d 376, 381 [1966]) not only denies her the benefit of her bargain, but fails to serve “the avowed purpose of SUM coverage ... to protect the insured against accidents with both uninsured and underinsured motorists” (Butler v New York Cent. Mut. Fire Ins. Co., 274 AD2d 924, 926 [2000]; see 11 NYCRR 60-2.1; Matter of Allstate Ins. Co. v Shaw, 52 NY2d 818, 820 [1980]).
Upon this appeal, it is undisputed that respondent obtained the full amount of the “limits of liability” of the tortfeasor’s bodily injury policy applicable at the time of the accident, albeit *727from another carrier. This unusual circumstance apparently presents a matter of first impression and, as Supreme Court correctly noted, no legal precedent establishes that the source of payment, as opposed to the amount of the payment, is a critical factor in the analysis. Instead, as respondent has obtained the full amount of the “limits of liability” of the applicable underlying bodily injury policy, the requisite statutory condition has been met, and the insurer’s interests have been fully protected.2 Accordingly, I would affirm the determination in full and allow the parties to proceed for determination of the remaining issues.
Ordered that the order is modified, on the law, without costs, by reversing so much thereof as partially denied petitioners’ application; application granted in its entirety and arbitration between the parties stayed; and, as so modified, affirmed.
. The issue of notice remains to be determined.