of any Underlying Insurance, the insurance afforded by this policy shall apply in the same manner as though such Underlying Insurance had been in full effect, so maintained and unchanged.

(B) Notwithstanding anything to the contrary in (A) above, in the event of cancellation or termination of any Underlying Insurance, this policy shall cease to apply at the same time without notice to the Insured.

(C) You agree to notify Us promptly if any Underlying Insurance is cancelled or terminated.

2. APPEAL. In the event You or any underlying insurer elect not to appeal a judgment in excess of the amount of the Underlying Insurance, We may elect to appeal at Our expense. In such case, We will be liable for the expenses applicable thereto, but in no event will Our liability for Ultimate Net Loss exceed the amount set forth in this policy plus the expenses applicable to such appeal.

3. BANKRUPTCY OF THE UNDERLYING INSURER. In the event of the bankruptcy or insolvency of the insurer of any Underlying Insurance, the insurance afforded by this policy shall not replace such Underlying Insurance, but shall apply in the same manner as though such Underlying Insurance were available and collectible.

4. CANCELLATION.

(A) The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering to Us or any of Our authorized agents this policy or written notice stating when thereafter the cancellation shall be effective.

(B) We may cancel this policy by mailing or delivering to the first Named Insured at the address shown in the Declarations written notice of cancellation at least:

(1) ten (10) days before the effective date of cancellation if We cancel for nonpayment of premium; or

(2) thirty (30) days before the effective date of cancellation if We cancel for another reason (except as noted in Condition 1 (B)).

(C) If this policy is cancelled, We will send the first Named Insured at the address shown in the Declarations any premium refund due. If the Named Insured initiates cancellation of this policy, the earned premium shall be computed in accordance with the customary short rate table and procedure. If We cancel this policy, the earned premium shall be computed pro rata. Premium adjustment may be made either at the time cancellation is effected or as soon as practicable thereafter. Payment of unearned premium is not a condition of cancellation.

(D) The mailing of notice as aforesaid shall be sufficient proof of notice, and the effective date of cancellation stated in the notice shall become the end of Our policy period.

5. NOTICE OF OCCURRENCE - INSURED'S DUTIES.

You must see to it that We are notified promptly in writing of any occurrence which may result in a claim under this policy.

The Insured shall cooperate with Us in all respects so as to effect a final determination of any claim.

6. PAYMENT OF LOSS. It is a condition of this policy that the insurance afforded under this policy shall apply only after all Underlying Insurance has been exhausted by payment of their limits of insurance. Upon final determination by settlement, award or verdict of the liability of the Insured, We will promptly pay You as You shall pay, or be required to pay, the amounts of any losses falling within the terms or limits of this insurance. All losses covered under this policy shall be due and payable by Us within thirty (30) days after they are respectively claimed and proof of loss filed with

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