(e) "Insured" means that term, or any equivalent term, such as "Assured," as defined in the Followed Policy.

(f) "Named Insured" means the entity so designated in the Declarations and is included in the term "Insured".

(g) "Occurrence" means the term used in the Followed Policy (whether "Occurrence", "Claim" or another term) to designate the event and/or condition to which the retention (or attachment) and limits of liability apply and which event and/or condition, for such purposes, is considered to be separate from other such events and/or conditions. Without limiting the generality of Article 1 of this Policy, the provisions of the Followed Policy as respects what constitutes one "Occurrence" (or the equivalent term) apply to this Policy.

(h) "Policy Period" means the period set forth in Item 2 of the Declarations.

(i) "Primary and Underlying Excess Insurance" means the policies of insurance issued by the primary and underlying excess insurers with the stated limits set forth (or which should have been set forth) in Endorsement No. 1 hereto.

(j) "Ultimate Net Loss" means the total amount of loss or damages with respect to each Occurrence which is, and/or but for the amount thereof would be, covered under this Policy. In addition, Ultimate Net Loss includes Defense Costs to the same extent (if at all) the Followed Policy covers Defense Costs, and any Defense Costs that are included in Ultimate Net Loss shall erode and exhaust the limits of liability of this Policy, any limits of Primary and Underlying Excess Insurance and self-insured retentions to the same extent as any other Ultimate Net Loss, unless the Followed Policy provides that Defense Costs do not erode limits and/or retentions, in which event such provisions of the Followed Policy shall apply to this Policy.

### IV. GENERAL CONDITIONS

In addition to such conditions of the Followed Policy as are not inconsistent with the provisions of this Policy and conditions in Attached Endorsements, this Policy is subject to the following conditions:

(a) The Company shall have the right but not the duty to assume charge of the defense or settlement of any claim or suit against the Insured upon exhaustion of the applicable limits of the Primary and Underlying Excess Insurance. If the Company does not exercise the right to assume charge of such defense or settlement, or if the applicable limits of the Primary and Underlying Excess Insurance are not exhausted, the Company shall have the right and shall be given the opportunity to associate effectively with the Insured or the insurers of the Primary and Underlying Excess Insurance or both, in the defense and control of any claim or suit likely to involve this Policy. In such events, the