# EXCESS LIABILITY POLICY

The Company agrees with the Insured, named in the Declarations made a part hereof, in consideration of payment of the premium and subject to all of the terms of this policy, as follows:

## INSURING AGREEMENTS

As respects accidents or occurrences, whichever is applicable, taking place during the period of this policy, the Company agrees to afford the Insured such additional insurance as the underlying insurers specified in the Declarations would afford the Insured by increasing the underlying limit(s) set forth under Item 2 of the Declarations to the limit(s) set forth under Items 2 and 3 of the Declarations combined provided that it is expressly agreed that liability shall attach to the Company:

(a) only after the underlying insurers have paid or have been held liable to pay the full amount of the said underlying limit(s) for damages which occur during each annual period of this policy, and

(b) only as respects such additional amounts in excess thereof as would be payable by the underlying insurers if the said underlying limit was amended as aforesaid, and

(c) in no greater amount than the limit(s) set forth under Item 3 of the Declarations ultimate net loss as respects each accident or occurrence, whichever is applicable, taking place during the period of this policy: subject to the limits set forth under Item 3 of the Declarations ultimate net loss in the aggregate for which an aggregate limit of liability applies in the underlying insurance(s) for each annual period of this policy.

## DEFINITIONS

1. **Ultimate Net Loss**: The term "ultimate net loss" shall mean the amount payable in settlement of the liability of the Insured after making deductions for all recoveries and for other valid and collectible insurances, excepting however the policy(ies) of the underlying insurers.
   - Ultimate net loss shall exclude all interest accruing after entry of judgment, costs and expenses.

2. **Each Annual Period**: The term "each annual period" shall mean each consecutive period of one year commencing from the inception date of this policy.

## CONDITIONS

1. **Maintenance of Underlying Insurance(s)**: It is a condition of this policy that the underlying insurance(s) referred to under Item 2 of the Declarations shall be maintained in full effect during the period of this policy without reduction of limit(s), except for any reduction of the aggregate limit(s) contained therein solely by payment of damages for accidents or occurrences, whichever is applicable, during each annual period of this policy as defined herein.
   - If the underlying insurance(s) is terminated during the period of this policy, the effective date of termination of the said underlying insurance(s) shall be the end of the period of this policy.

This policy is subject to the same warranties, terms, exclusions and conditions (except as otherwise provided herein) as are contained or as may be added to the underlying insurance(s) prior to the happening of an accident or occurrence, whichever is applicable, for claim is made hereunder.