# EXCESS LIABILITY INSURANCE POLICY

In consideration of the payment of the premium, in reliance upon the statements in the application for this policy and/or for the Underlying Insurance, and subject to the Limits of Liability, exclusions, terms, conditions, other provisions of, and endorsements to this policy and/or to the Underlying Insurance, the Company agrees as follows:

## I. INSURING AGREEMENT

The Company will indemnify the Insured against Ultimate Net Loss which is excess of the total limits of liability paid under all Underlying Insurance and which arises from occurrences during the policy period as set forth in Item 2 of the Declarations.

The Insurance afforded by this policy follows the insuring agreement(s) of the Underlying Policy and is subject to the same warranties, conditions, exclusions, terms, and definitions, except for the premium, limits of liability, renewal terms, and the duty to defend or as may otherwise may be changed by this policy.

## II. LIMITS OF LIABILITY

It is expressly agreed that the Company's liability for loss shall attach only after the Underlying Insurance shall have paid the full amount of their respective limits of liability under such Underlying Insurance.

In the event of the exhaustion of the each occurrence limit of liability of the Underlying Insurance by payment by the Underlying Insurance of Ultimate Net Loss to which this policy applies, the limit of liability shown in Item 6 of the Declarations as Each Occurrence is the most the Company will pay as Ultimate Net Loss in excess of the Underlying Insurance resulting from any one (1) occurrence to which this policy applies regardless of:
A. the number of insureds named;
B. claims made or suits brought; or
C. persons or organizations making claims or bringing suits.

In the event of the exhaustion of the aggregate limit of liability of the Underlying Insurance by payment by the Underlying Insurance of Ultimate Net Loss to which this policy applies, this policy will continue in force as primary insurance subject to the limits of liability and to other terms, conditions, and exclusions of this policy.

The Company's total liability for Ultimate Net Loss resulting from all occurrences to which this policy applies is limited to the amount, if any and as applicable, stated in Item 6 of the Declarations as the Aggregate Limit of Liability.