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4. That any renewals or replacements of "Scheduled Underlying Insurance" will provide equivalent coverage to and afford limits of insurance equal to or greater than the policy being renewed or replaced. If you fail to comply with these requirements,we will be liable only to the same extent that we would had you fully complied with these requirements. In the event of bankruptcy, liquidation, insolvency, or unwillingness of the insurer providing "Scheduled Underlying Insurance" to pay "Loss" covered by "Scheduled Underlying Insurance", we will be liable only to the same extent that we would have, had the "Scheduled Underlying Insurance" been applicable and collectible. L. "Other Insurance" This insurance is excess over and shall not contribute with any of the "Other Insurance", whether primary, excess, contingent or on any other basis. This condition will not apply to insurance specifically written as excess over this Policy. When this insurance is excess, we will have no duty to defend the "Insured" against any "Suit" if any other insurer has a duty to defend the "Insured" against that "Suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the "Insured's" rights against all those other insurers. When this insurance is excess over "Other Insurance", we will pay only our share of the "Loss"that exceeds the sum of: 1. The total amount that all such"Other Insurance"would pay for the"Loss" in the absence of this insurance; 2. The total of all deductible and self insured amounts under all that"Other Insurance". M. Premium The first "Named Insured" designated in Item 1 of the Declarations shall be responsible for payment of all premiums when due. The premium for this Policy shall be computed on the basis set forth in Item 6 of the Declarations. At the beginning of the "Policy Period", you must pay us the Advance Premium shown in Item 6 of the Declarations. When this Policy expires or if it is cancelled, we will compute the earned premium for the time this Policy was in force. If this Policy is subject to audit adjustment, the actual exposure base will be used to compute the earned premium. If the earned premium is greater than the Advance Premium, you will promptly pay us the difference. If the earned premium is less than the Advance Premium, we will return the difference to you. But in any event, we shall retain the Minimum Premium as shown in Item 6 of the Declarations for each twelve(12) months of the"Policy Period". CUU 050 0805 O XL America, Inc. 2004 Page 19 of 28 Includes copyrighted material of Insurance Services Office, Inc.,with its permission.