but liability shall attach to the Company only after the Underlying Policy(ies) have paid, have been held liable to pay, or the Insured has actually paid, the full amount of their respective Limit(s) of Liability as follows:

USD (as stated in Item 6.a) of the Declarations)

USD (as stated in Item 6.b) of the Declarations)

in respect of each Occurrence, Claim or Loss but

in the aggregate during the currency of this Policy, separately in respect of each hazard insured with an aggregate limit in the Followed Policy

which in turn is excess of various insurances and/or retentions as more fully set forth in the Followed Policy.

Defense Costs to which this Policy applies shall not reduce the Limits of Liability stated above except to the extent Defense Costs covered under the Followed Policy reduce the Limits of Liability of the Followed Policy.

**CONDITIONS:**

1. **MAINTENANCE OF UNDERLYING INSURANCE**

It is a condition of this Policy that the Underlying Policy(ies) shall be maintained in full force and effect, except for any reduction of the aggregate limits contained therein solely by payment by Underlying Policy(ies) or the Insured, of any loss(es) covered by this Policy. In the event of the Insured's failure to maintain the Underlying Policy(ies) in full force and effect and except with respect to the aforementioned aggregate reduction, coverage hereunder shall not be invalid, but shall apply to the same extent that it would have applied had there been compliance with this condition.

2. **DEFENSE, ASSISTANCE AND COOPERATION**

(a) The Company shall have no duty to assume charge of the defense of any suit or settlement of any claim against the Insured; however, the Company will assume the defense of a suit brought against the Insured seeking damages to which this Policy applies:

1. after all applicable limits of liability of Underlying Policy(ies) have been exhausted by actual payment of damages whether payment of such limits by underlying insurers or the Insured for any loss(es) covered by this policy; and

2. if the terms and conditions of all Underlying Policy(ies) and Quota Share Policy(ies) would have obligated all underlying insurers to assume the defense or settlement of such claim or suit, but for the exhaustion (or settlement) of their applicable limits of liability.