# INSURING AGREEMENT

In consideration of the payment of the Policy premium and in reliance upon the statements in the Declarations made a part hereof, the Company hereby agrees to indemnify the Insured against Ultimate Net Loss which is in excess of the total limits of all underlying insurance, (hereinafter referred to as "underlying insurance"), whether collectible or not, and which arises out of the hazards covered and defined in the underlying insurance as shown in Item 5 of the Declarations, but only up to an amount not exceeding the limit(s) shown in Item 6 of the Declarations.

Except as may be otherwise provided by the terms and conditions of this policy, the insurance afforded by this policy shall follow the insuring agreements and is subject to the same warranties, terms, definitions, conditions and exclusions, except as to any renewal agreement, as are contained in the Underlying Insurance specified in Item 5 of the Declarations on the effective date of this policy.

Regardless of the number of (1) Insureds under this Policy, (2) persons or organizations who sustain injury or damage or (3) claims made or suits brought covered hereby, the Company's total limit of liability for loss excess of Underlying Insurance shall be limited to the amount stated in Item 6 of the Declarations of this Policy as applicable to "each claim", "each accident" or "each occurrence"; provided, however, that the Company's Liability shall be further limited, where and as applicable, to the amount stated in Item 6 as the Company's "aggregate limit" with respect to loss excess of the Underlying Insurance which occurs during the term of this Policy

## EXCLUSIONS

This Policy does not apply:

(a) to personal injury, bodily injury, or property damage arising out of or in connection with the discharge, dispersal, release or escape or seepage of oil, petroleum substances or derivatives (including any oil, refuse or oil mixed with wastes), smoke, vapors, soot, fumes, acid, alkalis, toxic chemicals, liquids or gases, waste materials or other irritants, contaminants, or pollutants into or upon land, the atmosphere or any watercourse or body of water, bog, marsh, swamp or wetland and including but not limited to hazardous substances in the ground water, the subsoil or anything contained therein. This exclusion shall also apply to personal injury, bodily injury, or property damage arising from or in connection with the clean-up costs incurred and anything contained in the preceding sentence.