(1) the limits (including, without limitation, any reinstatement thereof) of the Primary and Underlying Excess Insurance set forth (or which should have been set forth) on Endorsement No. 1 hereto, as to which the Company and the Named Insured expressly agree that the insurance provided by this Policy shall

(i) apply in excess of the aggregate limits of the Primary and Underlying Excess Insurance, listed in Item 5(a) of the Declarations, and

(ii) apply only as if such Primary and Underlying Excess Insurance were fully available and collectable (except to the extent that any aggregate limits thereof are reduced or exhausted by actual payment to the Insured of Ultimate Net Loss in respect of claims); or

(2) any self-insured retention(s) set forth (or which should have been set forth) on Endorsement No. 1 hereto (which may be satisfied only by Ultimate Net Loss as defined herein)

and then only up to a further sum as stated under the per Occurrence limit in Item 5(a) of the Declarations in respect of such layer for each Occurrence covered hereunder, and further subject to the annual aggregate limit of liability stated in Item 5(b) of the Declarations for all layers for all Occurrences covered hereunder that first commence during each Annual Period; provided, however, that, as respects any Occurrence, for all Insureds the applicable aggregate limit of liability, per Occurrence limit, the per Occurrence retention, and the terms, conditions and exclusions of coverage shall be determined under this Policy as in effect at the time such Occurrence first commences.

(b) Any annual aggregate sublimit(s) set forth in Item 5(c) of the Declarations shall be a sublimit within, and not in addition to, the annual aggregate limit set forth in Item 5(b) of the Declarations. The sublimits, if any, set forth in Item 5(c) of the Declarations refer to categories or types of Ultimate Net Loss that are otherwise covered by this Policy. In no event shall any such sublimit add coverage that would not exist absent such sublimit.

(c) If any category, type or other specified loss or liability is subject to a sublimit in any layer of the Primary and Underlying Excess Insurance (“Underlying Sublimited Loss”), notwithstanding any provision of this Policy or the Followed Policy, such Underlying Sublimited Loss is not included in Ultimate Net Loss and is not covered by this Policy (unless otherwise provided by an endorsement to this Policy); provided, however, for purposes of the reduction or exhaustion of the Primary and Underlying Excess Insurance referenced in Article II, subpart (a)(1)(ii), Underlying Sublimited Loss shall reduce or exhaust such Primary and Underlying Excess Insurance to the extent provided therein.