If this Policy shall be canceled 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 Ratings 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.

Payment or tender of any unearned premium by the Company shall not be a condition precedent to the effectiveness of cancellation but such payment shall be made as soon as practicable.

4. OTHER INSURANCE -

If other valid and collectible insurance is available to the Insured covering a loss also covered by this Policy, other than a Policy that is specifically written to apply in excess of this Policy, the insurance afforded by this Policy shall apply in excess of and shall not contribute with such other insurance.

5. NOTICE OF OCCURRENCE, CLAIM OR LOSS -

Whenever the Insured has information from which they may reasonably conclude that an Occurrence, Claim or Loss covered hereunder involves injuries or damages which, in the event that the Insured should be held liable, is likely to involve this Policy, notice shall be sent to the Company stated in Item 7.b) of the Declarations as soon as practicable.

6. NON FOLLOW FORM -

Notwithstanding the terms, conditions and exclusions or limitation of this Policy, in no event shall this Policy follow the terms, conditions, exclusions or limitations in the Followed Policy or provide coverage under this Policy with respect to or as a result of any of the following clauses or similar clauses in the Followed Policy:

a. Liberalization Clause;
b. Cancellation, non-renewal or change in terms notice provisions;
c. State specific “No fault”, Uninsured Motorist or Underinsured Motorist law, or any similar law;
d. Crisis Management or Crisis Response provisions;
e. Accidental Insurance provisions;
f. Sublimit of liability, unless coverage for such sublimit is specifically endorsed to this Policy; or
g. Service of Suit Clause or endorsement.

7. RESTRICTIVE AS UNDERLYING

Notwithstanding the terms, conditions and exclusions or limitations of this Policy, if either

Any Underlying Policy(ies) with limits of liability in excess of the Followed Policy but underlying to this Policy (the Intervening Policy(ies)) as set forth in Section 1 B) of Endorsement No. 1 ‘Schedule of Intervening Policy(ies)’ to this Policy and hereinafter referred to as “Intervening Policy(ies)”); or

Page 3 of 4

BSF-02 (Ed. 7/09)