which in turn is excess of various insurances and/or retentions as more fully set forth in the Followed Policy.

**CONDITIONS:**

1. **MAINTENANCE OF UNDERLYING INSURANCE -**

It is a condition of this Policy that the Underlying Policy(ies) shall be maintained in full force and effect, except for any reduction of the aggregate limits contained therein solely by payment by Underlying Policy(ies) of any loss(es) covered by this Policy. In the event of the Insured's failure to maintain the Underlying Policy(ies) in full force and effect and except with respect to the aforementioned aggregate reduction, coverage hereunder shall not be invalid, but shall apply to the same extent that it would have applied had there been compliance with this condition.

2. **ASSISTANCE AND CO-OPERATION -**

The Company shall not be called upon to assume charge of the settlement or defense of any claim made or suit brought or proceeding instituted against the Insured however the Company shall have the right and shall be given the opportunity to associate with the Insured or the Insured's underlying insurers, or both, in the defense and control of any claim, suit or proceeding relative to an Occurrence, Claim or Loss where the claim or suit involves, or appears reasonably likely to involve the Company, in which event the Insured and the Company shall co-operate in all things in the defense of such claim, suit or proceeding.

3. **CANCELLATION -**

This Policy may be canceled by the first Named Insured listed in Item 1. (a) of the Declarations of this Policy by mailing or delivering to the Company at the address set forth in Item 7(a) of the Declarations of this Policy advance written notice of cancellation. This Policy may be canceled by or on behalf of the Company by delivering to the first Named Insured or by mailing to the first Named Insured, by registered, certified, or other first class mail, at the first Named Insured's address set forth in Item 1. (b) of the Declarations of this Policy, written notice stating when thereafter, not less than fifteen (15) days in the event any premium is not paid when due, and not less than sixty (60) days in all other cases, cancellation shall be effective. Proof of mailing of such notice as aforesaid shall be sufficient proof of notice. It is agreed that the first Named Insured shall act on behalf of all Insureds with respect to giving and receiving notice of cancellation. The Policy Period terminates at the date and hour specified in such notice, but in case of notice of cancellation by the first Named Insured, in no event prior to the date such notice is received by the Company.

If this Policy shall be cancelled by the first Named Insured, the Company shall return ninety percent (90%) of the unearned portion of the premium calculated on a pro rata basis unless there is a Minimum Earned Premium set forth in Item 8. (b) of the Declarations of the Policy, in which case the Company will retain the Minimum Earned Premium and return the difference, if any, between the Minimum Earned Premium and the unearned portion of the premium calculated on a pro rata basis.

If this Policy shall be cancelled by the Company, the Company shall return to the first Named Insured the unearned portion of the premium calculated on a pro rata basis.

Notwithstanding any other provision in this policy, in the event that a financial strength rating is issued (1) below "A-" (A minus) by A.M. Best Co, or (2) below "BBB" by Standard & Poor's Rating Services, for the Insurer (hereinafter "Credit Rating Downgrade"), this Policy may be canceled by the Named Insured by mailing written notice to the Company or by surrender of this Policy to the Company or its authorized agent. If this Policy is canceled by the Named Insured after such Credit Rating Downgrade, the Company shall retain the pro rata proportion of the premium herein.