attend hearings and assist in securing and giving evidence and obtaining the attendance of witnesses.

4. The "Insured" shall not, except at the "Insured's" own expense, voluntarily make any payment, assume any obligation, or incur any expense.

5. The "Insured" shall comply with all the terms and conditions of the "Underlying Insurance" and shall cooperate with the underlying insurers.

6. The "Insured" shall not make any admission of liability without our written consent.

**H. LEGAL ACTION AGAINST US**

1. No action shall lie against us unless, as a condition precedent thereto:

a. There shall have been full compliance with all the terms and conditions of this policy;

b. The "Insured" shall have paid or have become legally liable to pay the amount of the limits of liability of the "Underlying Insurance"; and

c. The "Insured's" legal obligation for damages shall have been finally determined.

2. Within twelve (12) months after the conditions in subparagraph 1. of this paragraph H. LEGAL ACTION AGAINST US have been satisfied, the "Insured" shall make a definite demand for payment of any amounts payable by us under this policy. Such amounts shall be due and payable by us within thirty (30) days after they are respectively demanded and provided in conformity with the terms and conditions of this policy.

**I. MAINTENANCE OF UNDERLYING INSURANCE**

1. The "Underlying Insurance" shall be maintained in full force during this "Policy Period." The full limits of liability of the "Underlying Insurance" shall not be less than the amounts set forth in the Schedule of Underlying Insurance except for any reduction or exhaustion of aggregate limits of liability contained therein solely by the payment of damages for "Insured Events" that take place during this policy and that are insured by this policy.

2. By agreeing to maintain the "Underlying Insurance" the "Insured" agrees:

a. The "Underlying Insurance" may not be cancelled or not renewed by either the "Insured" or an underlying insurer without promptly notifying us;

b. Any renewal or replacement of the "Underlying Insurance" will not be more restrictive in coverage; and

c. Terms, conditions and endorsements of the "Underlying Insurance" will not materially change to increase or extend our liability under this policy.

3. If the "Insured" and/or underlying insurer fails to comply with the requirements set forth in subparagraphs 1. and 2. of this paragraph I. MAINTENANCE OF UNDERLYING INSURANCE, we will only be liable to the "Insured" under this policy to the same extent that we would have been had there been full compliance.

**J. OTHER INSURANCE**

1. The insurance afforded by this policy shall be excess over any other insurance collectible by the "Insured," irrespective of whether such other insurance is stated to be primary, contributing, excess, contingent, or otherwise. This condition shall not apply to insurance purchased specifically to apply either in excess of our Limits of Liability under this policy or as contributing insurance to the layer of insurance provided by this policy.

**K. PREMIUM**

1. The first "Named Insured":

a. Is responsible for the payment of all premiums under this policy; and

b. Will be the payee for any return premiums under this policy.

2. The premium for this policy is as set forth in the Declarations. It is computed on the ba-