# INSURING AGREEMENTS

## 1. COVERAGE

Various provisions in this policy restrict coverage. You are cautioned to read this entire policy carefully to perform any acts of services unless explicitly provided for in this policy.

Ultimate Net Loss if such loss results from an occurrence which takes place during Our Policy Period and is insured by all of the policies which concurrently place Our Policy Subject to the other provisions of this policy, We will indemnify the Insured for the Insured's expenses.

The definition of "first Underlying Insurance", in effect at the inception date of this policy, applies to this coverage unless they are inconsistent with limits provisions of this policy, or relate to this coverage unless they are inconsistent with the terms, conditions, limitations, exclusions, and warranties of the "first Underlying Insurance" in effect at the inception date of this policy.

Notwithstanding anything to the contrary contained above, if any Underlying insurance does not pay a loss, for reasons other than exhaustion of an aggregate limit of insurance, then We shall not pay such loss.

We shall not be obligated to assume charge of or participate in the settlement of defense of any claim made, suit brought, or proceedings instituted against the Insured. However, We have the right and opportunity to be associated with the Insured in the defense of any claim, suit of proceeding which, in Our opinion, may create liability under the terms of this policy. If We assume such right and opportunity to be associated with the Insured in the defense of any claim, suit of proceeding which, in Our opinion, may create liability under the terms of this policy, We shall not pay any expenses except as follows:

A. We shall not pay any expenses except as follows:

B. We shall not pay any expenses except as follows:

(2) If an expense is incurred directly by Us and solely at Our discretion, then We will pay such expense.

(1) If the insured is legally liable for interest which accrues on a judgment after the entry of the judgment and before We have paid, offered to pay, or deposited in court the amount of the judgment on which this policy applies, then We will pay the interest on the amount of the judgment to which this policy applies.