defending against any of these,

regardless of any other cause or event that contributes concurrently or in any sequence to injury or damage.

**SECTION V. CONDITIONS**

**A. Appeals**

In the event you or any underlying insurer elects not to appeal a judgment in excess of the amount of the Underlying Insurance, we may elect to appeal at our expense. If we do so elect, we will be liable for the costs and additional interest accruing during this appeal. In no event will this provision increase our liability beyond the applicable Limits of Insurance described in **SECTION II. LIMITS OF INSURANCE** of this policy.

**B. Bankruptcy or Insolvency**

The bankruptcy, insolvency or inability to pay of any insured will not relieve us from our obligation to pay damages covered by this policy.

In the event of bankruptcy, insolvency, refusal, or inability to pay, of any underlying insurer, the insurance afforded by this policy will not replace such Underlying Insurance, but will apply as if all the limits of any Underlying Insurance are fully available and collectible.

**C. Cancellation**

1. The first Named Insured shown in Item 1. of the Declarations may cancel this policy by mailing or delivering to us advance written notice stating when the cancellation is to take effect.
2. We may cancel this policy. If we cancel because of non-payment of premium, we will mail or deliver to the first Named Insured not less than ten (10) days advance written notice when the cancellation is to take effect. If we cancel for any other reason, we will mail or deliver to the first Named Insured not less than ninety (90) days advance written notice stating the reason(s) for cancellation, as well as the date when the cancellation is to take effect. Mailing notice to the first Named Insured's mailing address shown in Item 2. of the Declarations will be sufficient to prove notice.
3. The Policy Period will end on the day and hour stated in the cancellation notice.
4. If this policy is cancelled, the final premium will be calculated pro rata based on the time this policy was in force.
5. Premium adjustment may be made at the time of cancellation or as soon as practicable thereafter but the cancellation will be effective even if we have not made or offered any refund due the first Named Insured. Our check or our representative's check, mailed or delivered, will be sufficient tender of any refund due the first Named Insured.
6. The first Named Insured shown in Item 1. of the Declarations will act on behalf of all other insureds with respect to the giving and receiving of notice of cancellation and the receipt of any premium refund that may become payable under this policy.

**D. Maintenance of Underlying Insurance**

During the Policy Period, you agree:

1. To keep the policies making up the Total Limits Of All Underlying Insurance in Item 6.B. of the Declarations in full force and effect;
2. That the Total Limits Of All Underlying Insurance shown in Item 6.B. of the Declarations will be maintained except for any reduction or exhaustion of aggregate limits by payment of claims or suits for loss covered by Underlying Insurance;
3. The Underlying Insurance policies may not be cancelled or nonrenewed by you without notifying us, and you agree to notify us as soon as practicable before the cancellation or nonrenewal effective date in the event an insurance company cancels or declines to renew any Underlying Insurance policy; and

4. Renewals or replacements of the Controlling Underlying Policy will not be materially changed without our agreement.

If you fail to comply with these requirements, we will only be liable to the same extent that we would have been had