B. “Underlying limits of insurance” means the sum of the limits of all applicable “underlying insurance” listed in Item 5. of the Declarations, including self-insured retentions (SIRs), deductibles or other forms of insurance or self-insurance applicable to a given claim or occurrence.

**VI. CONDITIONS**

A. Changes

This policy can only be changed by a written endorsement signed by one of our authorized representatives that becomes a part of this policy.

B. First Named Insured Duties

The person or organization first named in Item 1. of the Declarations is responsible for the payment of all premiums. The first Named Insured will act on behalf of all other Named Insureds for the giving and receiving of notice of cancellation or the receipt of any return premium that become payable.

C. Maintenance of “Underlying Insurance”

During the period of this policy, you agree to keep all “underlying insurance” in full force and effect and that the “underlying limits of insurance” will be maintained, except to the extent such limits may be reduced or exhausted by payment for “loss” covered by “underlying insurance.” If you fail to comply with these requirements, we will only be liable to the same extent that we would have been had you fully complied with these requirements.

D. Notice of Occurrence

You must see to it that we are notified as soon as practicable of an occurrence which may result in a claim or suit which may involve this policy. If a claim or suit against any insured is reasonably likely to involve this policy you must notify us in writing as soon as practicable.

If the “underlying limits of insurance” are exhausted solely by payment of “loss”, no insured will, except at their own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our written consent.

E. Other Insurance

If other insurance applies to a “loss” that is also covered by this policy, this policy will apply excess of the other insurance. However, this provision will not apply if the other insurance is specifically written to be excess of this policy. Other insurance includes any type of self-insurance or other mechanism by which an insured arranges for funding of legal liabilities.

F. Conformity to Statute

Any terms of this policy which are in conflict with the terms of any applicable law or regulation governing this policy are hereby amended to conform to such laws and regulations.

G. When “Loss” is Payable

Coverage under this policy will not apply unless and until the insured or the insured’s “underlying insurance” is obligated to pay the full amount of the “underlying limits of insurance.”

When the amount of “loss” has finally been determined, we will promptly pay on behalf of the insured the amount of “loss” falling within the terms of this policy.

If the insured has rights to recover all or part of any payment we have made under this policy, then those rights are transferred to us and the insured must do nothing to impair those rights. At our request the insured will bring suit or transfer those rights to us to enforce them.