# POLICY NO.: ECA1KFW15A0W
RENEWAL OF: ECA1KFW14A0W

## 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.

(b) If paragraph 2.(a) above is not applicable, the Company shall have the right but not the duty to assume charge of the defense of any suit or settlement of any claim against the Insured upon exhaustion of the applicable limits of liability of the Underlying Policy(ies) by payments of loss(es) covered by this policy, whether by payment of such limits by underlying insurers or the Insured. If the Company has exercised such right, it may withdraw from the defense and tender the defense to the Insured upon exhaustion of the applicable Limits of Liability under this Policy. If the Company does not exercise the right to assume charge of such defense or settlement, or if the applicable limits of the Underlying Policy(ies) are not exhausted or settled, the Company shall have the right and shall be given the opportunity to associate effectively with the Insured or the underlying insurer(s) or both, in the defense and control of any claim or suit likely to involve this Policy.

(c) With respect to any claim or suit encompassed by (a) or (b) above, the Insured, the underlying insurer(s) and the Company shall cooperate in the defense of such claim or suit.

(d) The Insured shall not settle any claim or suit for an amount within the Company's limit of liability without the Company's prior written consent which consent shall not be unreasonably delayed or withheld.

When the Company assumes charge of the defense or settlement of any suit or claim under paragraph 2.(a) above AND the Followed Policy includes an insurer's right to settle claims, the Company will have the same right to settle claims under this Policy as are conferred to the insurer under the Followed Policy.

If the Company assumes the duty to defend under either paragraph 2.(a) or (b) above, that duty shall end once the Company has paid out the applicable limits of liability of this policy.

## CANCELLATION

This Policy may be canceled by the first Named Insured listed in Item 1. a) of the Declarations of this Policy by mailing or delivering to the Company at the address set forth in Item 7. b) of the Declarations of this Policy advance written notice of cancellation. This Policy may be canceled

Date of Issuance: July 14, 2015
BSF-03 (Ed. 03/14)
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