# INSURING AGREEMENTS

## COVERAGE

Subject to the other provisions of this policy, We will indemnify the Insured for the Insured's loss if such loss results from an occurrence which takes place during Our Policy Period and is insured by all the policies designated in the Declarations as Underlying Insurance. However, the insurance afforded by this policy shall apply (a) only in excess of all insurance, terms, conditions, limitations, exclusions, and warranties of the "First Underlying Insurance" policy, in effect at the inception date of this policy, (b) only after all Underlying Insurance has been exhausted by payment of the limits of such insurance, (c) only after the exhaustion of an aggregate limit of insurance, and (d) only after all Underlying Insurance and the amount of limits of insurance, cancellation of any renewal agreement, investigation and defense, the amount of limits of insurance, payment of expenses, cancellation of any insurance, in the event of the inception date of this policy, are inconsistent with provisions of this policy, or relate to premium, subrogation, or obligation to this coverage unless they are specifically provided for in this policy.

## DEFENSE AND EXPENSE OF CLAIMS AND SUITS

A. We shall not be obligated to assume charge of or participate in the settlement of any claim made, or suit brought, against the Insured, however, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Insured. However, we shall have the right and opportunity to be associated with the Insured in the defense of any claim, suit of the right and opportunity to defend under the terms of this policy. If we assume such proceeding which, in our opinion, may create liability under the terms of this policy, we shall not continue to defend in the defense of any claim, suit of the right and opportunity to be associated with the Ins