# INSURING AGREEMENTS

## I. COVERAGE

A.C.E. Insurance Company, Ltd. (the "Insurer") shall, subject to the limitations, terms, conditions and exclusions below, indemnify the Insured for Ultimate Net Loss the Insured pays by reason of liability:

(a) imposed by law, or

(b) of a person or party who is not an Insured assumed by the Insured under contract or agreement,

for Damages on account of:

(i) Personal Injury

(ii) Property Damage

(iii) Advertising Liability

encompassed by an Occurrence, provided:

**COVERAGE A:** notice of the Occurrence shall have been first given by the Insured in an Annual Period during the Policy Period in accordance with Article V of this Policy, or

**COVERAGE B:** notice of the Occurrence shall have been first given during the Discovery Period in accordance with Article V of this Policy, but only if the Discovery Period option has been elected in accordance with the provisions of this Policy.

## II. LIMITS OF LIABILITY

A. Regardless of the number of Insureds under this Policy, the Insurer shall be liable only for that amount of Ultimate Net Loss for each Occurrence covered under this Policy which is in excess of the greater of:

(1) the amounts indicated as the limits (including, without limitation, any reinstatements thereof, where applicable) of the underlying insurances and any self-insured retentions listed, or which should have been listed, on the present or any prior Schedule B annexed to this Policy and any other underlying insurance, as to which the Insurer and the Named Insured expressly agree that the insurance provided by this Policy shall:

(a) be in excess in respect of such Occurrences or Claims and Ultimate Net Loss as are covered by said underlying insurances (it being understood that this Policy shall in no way be subject to, or affected by, the terms, conditions or exclusions of said underlying insurances), and

(b) apply only as if such underlying insurances were fully available and collectable (except to the extent that any aggregate limits thereof are reduced or exhausted by actual payment of claims) for all occurrences or claims covered thereunder,

or

(2) the per Occurrence retention amount listed in Item 3 of the Declarations (which may be satisfied only by Ultimate Net Loss as defined herein),

and then only up to the per Occurrence limit of liability stated in Item 2(a) of the Declarations for each Occurrence covered hereunder, and further subject to the aggregate limit of liability stated in Item 2(b) of the Declarations for all Occurrences covered hereunder of which notice is first given during each Annual Period (or during the Discovery Period with respect to the