1. To maintain Underlying Insurance in full force as scheduled in the Declarations at the inception of this policy, except for the reduction of limits of insurance due to the payment of judgments or settlements;
2. The terms and conditions of Underlying Insurance will not materially change; and
3. Renewals or replacements of Underlying Insurance will not materially change from the expiring Underlying Insurance.

If you fail to comply with the above this policy shall apply as if Underlying Insurance had been so maintained.

H. PAYMENT OF LOSS UNDER THIS POLICY - This policy will only apply after all Underlying Insurance have been exhausted by payment of their limits of insurance. When the amount of judgment or settlement has finally been determined, we will promptly pay on behalf of the Insured the amount of damages which falls within the terms of this policy.

I. PREMIUM

1. The First Named Insured:
   a. Is responsible for the payment of all premiums; and
   b. Will be the payee for any return premiums.
2. The Advance Premium for this policy is shown in the Declarations. It is not subject to adjustment unless the Basis of Premium shown in the Declarations is other than: "flat charge".
3. If the Advance Premium is subject to adjustment, the earned premium will be determined at the end of our Policy Period. If the earned premium is:
   a. More than the Advance Premium, the First Named Insured will pay the excess to us; or
   b. Less than the Advance Premium, we will return to the First Named Insured the unearned portion. However, the earned premium is subject to the Annual Minimum Premium shown in our Declarations for each twelve (12) months of our Policy Period.

J. TITLES OR CAPTIONS - The titles or captions used in this policy are solely for convenience or reference. They do not affect the provisions to which they relate.

K. TRANSFER OF YOUR RIGHTS AND DUTIES UNDER THIS POLICY - Your rights and duties under this policy may not be transferred without our written consent. If you die, your rights and duties are transferred to your legal representative but only while they are acting within the scope of their duties as such. Until one is appointed, anyone having proper temporary custody of your property will have your rights and duties with respect to that property.

L. SUBROGATION

1. If any Insured has rights to recover all or part of any payment we make under this policy, those rights are transferred to us. The Insured must do nothing after loss to impair them. At our request, the Insured will bring Suit or transfer those rights to us and help us enforce them.
2. Any recoveries shall be distributed as follows:
   a. First, we shall be entitled to recover to the extent of our payment; and
   b. Next, any remaining amounts shall be paid to the insurers of Underlying Insurance or any other party to the extent of their payment.
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This text provides detailed information about maintaining Underlying Insurance, payment of losses, premium responsibilities, title captions, transfer of rights and duties, and subrogation procedures.