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2. Maintenance Of Underlying Insurance <br /> a. You agree to maintain the "underlying insurance" in full force and effect during the term of this policy, and to <br /> inform us within 30 days of any replacement or material change of that "underlying insurance" by the same or <br /> another company. Failure to maintain the "underlying insurance" in full force and effect or to meet all conditions <br /> and warranties of such "underlying insurance" will not invalidate insurance provided under this policy, but <br /> insurance provided under this policy shall apply as if the "underlying insurance"were available and collectible. <br /> b. Reduction or exhaustion of the aggregate limit of any "underlying insurance" by payments for judgments, <br /> settlements or any costs or expenses subject to that limit, will not be a failure to maintain "underlying insurance" in <br /> full force and effect. <br /> c. No statement contained in this condition limits our right to cancel or not renew this policy. <br /> For purposes of this policy, if any "underlying insurance" is not available or collectible because of: <br /> a. The bankruptcy or insolvency of the underlying insurer(s) providing such "underlying insurance"; or <br /> b. The inability or failure for any other reason of such underlying insurer(s)to comply with any of the obligations of its <br /> policy; <br /> then this policy shall apply and amounts payable hereunder shall be determined as if such "underlying insurance" <br /> were available and collectible. <br /> 3. Other Insurance <br /> This insurance is excess over any other valid and collectible insurance whether primary, excess, contingent or any <br /> other basis, except other insurance written specifically to be excess over this insurance. <br /> 4. Cancellation <br /> a. The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering advance written <br /> notice of cancellation to us. <br /> b. We may cancel this policy by mailing or delivering written notice of cancellation to the first Named Insured at <br /> least: <br /> (1) 10 days before the effective date of cancellation if we cancel for nonpayment of premium; or <br /> (2) 60 days before the effective date of cancellation if we cancel for any other reason. <br /> c. We will mail or deliver our notice to the Named Insured's last mailing address known to us. <br /> d. Notice of cancellation will state the effective date of cancellation. The policy will end on that date. <br /> e. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund <br /> will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be <br /> effective even if we have not made or offered a refund. <br /> f. If notice is mailed, proof of mailing will be sufficient proof of notice. <br /> 5. Policy Period <br /> This insurance will respond to injury or damage that occurs, or arises from an offense committed, during the Policy <br /> Period shown in the Declarations. <br /> SECTION V. DEFINITIONS <br /> "Underlying insurance" means the policies or self-insurance shown in the Schedule Of Underlying Insurance, any <br /> replacements thereof and other policies purchased or issued for newly acquired or formed organizations. Policies <br /> purchased or issued replacements of policies or self-insurance listed in the Schedule Of Underlying Insurance or for newly <br /> acquired or formed organizations shall not be more restrictive than those listed in the Schedule Of Underlying Insurance. <br /> All "underlying insurance" shall be maintained by you in accordance with the Maintenance Of Underlying Insurance <br /> condition of this policy. <br /> MAUB 0001 01 15 Page 2 of 2 <br />