d. collectability of the Underlying Insurance limits as stated in Item 5 of the Declarations or replacements thereof MUST be available to you regardless of the bankruptcy or insolvency of the underlying insurers.

e. Limits of Liability will NOT change except for any reduction in the Aggregate Limits of Liability:

(1) by payment of claims for occurrences happening during the policy period of this policy;

(2) by payment of claims which are first made against the insured during this policy period or the Extended Reporting Period if that option is exercised under the Underlying Insurance and if the Underlying Insurance provides coverage on a claims made basis.

Your failure and/or your underlying insurers' failure to comply with this condition will NOT invalidate this policy but in the event of such failure, we will only be liable to the same extent as if there had been compliance with this condition.

4. Our Right to Recover Payment

a. Any persons or organizations for whom we make a payment under this insurance must transfer to us their right to recovery against any other party. After a loss, they must do everything necessary to secure, and nothing to impair, these rights.

b. Any amount recovered will be apportioned in the inverse order of payment of loss to the extent of actual payment. The expenses of all such recovery proceedings will be apportioned in the ratio of respective recoveries.

5. Premium

The premium for this policy as stated in Item 3 of the policy Declarations is a flat premium and not subject to adjustment unless a Premium Basis and Rate is stated in Item 3 of the policy Declarations. If the Premium Basis and Rate is stated, then the premium is an estimated premium only.

6. When Loss is Payable

This policy will NOT apply until the insured or the underlying insurer is obligated to pay the full amount of the underlying limit for an occurrence which is also covered by this policy. When the amount of the loss has finally been determined, we will promptly pay on behalf of the insured, the amount of loss which falls within the terms of this policy. The bankruptcy or insolvency of the insured will NOT relieve us of any of our obligations under this policy.