# INSURING AGREEMENT

**ACE Bermuda Insurance Ltd. (the "Insurer") hereby agrees as follows:**

The Insurer shall indemnify the insured for the total sums that the Insured is obligated to pay on account of liability which is, or except for the amount would be, covered by the Followed Policy. This Policy is subject to the same warranties, terms, definitions, conditions, exclusions, limitations and endorsements as are contained in the Followed Policy as of the inception date of this policy, as specified in Item 9 of the Declarations, except as regards the amount of premium, limits of liability, retentions, policy period, endorsements, exclusions and general conditions contained in this Policy, for the Policy Period. It being further agreed that no endorsement, amendment, addition or modification to the Followed Policy or to any primary, underlying or other insurance policy shall operate to alter after the warranties, terms, definitions, conditions, limitations, endorsements or exclusions of this Policy (except as set forth by endorsements attached to this Policy).

The Limits of Liability as shown in Item 2 of the Declarations set forth the Insurer's maximum obligation to pay under this Policy, and shall apply in excess of the greater of either:

(1) the Insured's Retention amount listed in Item 3 of the Declarations;

or

(2) the limits including, but not limited to, any defense and other expenses and reinstatement in addition to any stated limits, of any primary policy and the Lead Umbrella and Underlying Excess policies set forth in Item 8 of the Declaration, and any self-insured retention(s) and any amounts as to which the Insurer and the Named Insured expressly agree that the insurance provided by this Policy shall apply in excess thereof, and only as if such primary, Lead Umbrella and Underlying Excess Policies and self-insured retention are unimpaired as of the Policy Inception Date as stated in Item 4 (a) of the Declarations, and are fully available and collectable, except to the extent that any aggregate limits thereof are reduced or exhausted by actual payment of loss, for claims, suits and occurrences falling within the policy period of this Policy, which would be insured by this Policy. To the extent that any primary policy or any policy set forth in Item 8 or Item 9 is not maintained or available, for any reason whatsoever, then the Insured will be deemed to be self-insured for the limit(s) of liability of any such policy, it being expressly understood this risk is retained by the Insured and is not in any way or under any circumstances insured or assumed by the Insurer.

The Aggregate limit stated in Item 2(b) of the Declarations is the most the Insurer will pay in any Policy Period for all claims, suits and occurrences covered by this Policy.