period. In the event of failure by the Insured to comply with the foregoing, or to meet all conditions required by such Underlying Insurance, the insurance afforded by this Policy shall not be invalidated but shall apply in the same manner it would have applied had such policies been so maintained in force. The Insured hereby agrees to promptly furnish the Company with a copy of the policy or policies of Underlying Insurance and renewals or replacements thereof, including all endorsements attached thereto, and to immediately forward to the Company any subsequent endorsement to the Underlying Insurance which provides for any change in coverage or change in premium. Any coverage afforded in policies of Underlying Insurance which is not made known or reported to the Company, as herein provided, shall not be covered by this Policy.

B. Application of Aggregate Limits: If aggregate limits are specifically stated in Items 5 of the Declarations of this Policy, then the insurance afforded hereunder will apply in excess of reduced Underlying Insurance, provided such reduction in the Underlying Insurance is solely the result of payment of claim(s) resulting from accidents or occurrences which take place during the term of this Policy. If aggregate limits are not specifically stated in Item 5 of the Declarations, the coverage provided by this Policy applies only in excess of each accident or occurrence limit in the Underlying Insurance and does not apply over any reduced amount of Underlying Insurance in the event of exhaustion or reduction of aggregate limits (if any) in the Underlying Insurance.

C. Notice of Loss: The Insured shall immediately notify the Company of (a) any accident or occurrence which, in the Insured's or underlying insurer's estimate of the value of injuries or damages sought, WITHOUT REGARD TO LIABILITY, might result in a judgement in an amount sufficient to involve the Company's limits of liability hereunder, (b) any accident or occurrence with respect to which the underlying insurer has established a loss reserve equal to or greater than fifty (50) percent of said underlying insurer's limit of liability, (c) any cumulative incurred (paid and outstanding reserve) loss amounts totaling fifty (50) percent of underlying aggregate limits where annual aggregate limits apply and (d) any other accident or occurrence which seems likely to involve the insurance afforded hereunder. Such notice shall contain particulars sufficient to identify the insured and also reasonably obtainable information respecting the date, time, place and circumstances of the accident or occurrence, the names and addresses of each party sustaining injury or damage and a description of such injury or damage.

Upon termination of the Policy for any reason, the insured shall, within the subsequent twelve (12) months, notify the Company of any and all known pending claims as of the date of termination. Failure to do so will relieve the Company of any liability under this Policy for such claims.