# POLICY PROVISIONS

1. **INSURING AGREEMENT:**
   In consideration of the payment of the required premium and subject to all the terms of this policy, the Company agrees to pay on behalf of the insured LOSS resulting from any occurrence insured by the terms and provisions of the First UNDERLYING INSURANCE policy scheduled in Item 6 of the Declarations (except for the Limits of Liability and defense provisions, if any). The insurance afforded by this policy shall apply only in excess of and after UNDERLYING INSURANCE (as scheduled in Item 6 of the Declarations) has been exhausted.

2. **LIMIT OF LIABILITY:**
   See Item 5 of the Declarations.

3. **EXCLUSION:**
   This policy shall not apply to Nuclear Energy Liability (see Endorsement #1, Nuclear Energy Liability Exclusion, or page three of this policy) regardless of whether or not such coverage was or would have been afforded by the First UNDERLYING INSURANCE policy.

4. **GLOSSARY:**
   The conditions of this policy shall be applied as if the gloss of words listed below had been included with the word or words each time they appear in this policy:
   
   - **LOSS:** meaning the amount of the principal sum, award or verdict, actually paid or payable in cash in the settlement or satisfaction of claim for which the Insured is liable, either by adjudication or compromise with the written consent of the Company, after making proper deduction for all recoveries and salvages.
   
   - **UNDERLYING INSURANCE:** meaning all policies scheduled in Item 6 of the Declarations.

5. **MAINTENANCE OF UNDERLYING INSURANCE:**
   The Insured agrees that the First UNDERLYING INSURANCE policy, and other UNDERLYING INSURANCE following the terms and provisions of the First UNDERLYING INSURANCE policy (except for limit of liability and defense provisions, if any), shall be maintained in full effect during the currency of this policy except for any reduction of the aggregate limit or limits contained therein solely by payment of claims in respect of occurrences happening during the period of this policy. The failure of the Insured to comply with the foregoing shall not invalidate this policy but in the event of such failure the Company shall only be liable to the same extent as if the Insured had complied with this condition.

6. **NOTICE OF OCCURRENCE:**
   Upon the happening of an occurrence reasonably likely to involve the Company under this policy the Insured shall give written notice as soon as practicable to the Company. Such notice shall contain particulars sufficient to identify the Insured and fullest information obtainable at the time. If legal proceedings are begun the Insured shall forward to the Company each paper therein, or a copy thereof, received by the Insured or the Insured's representative, together with copies of reports of investigations with respect to such claim proceedings.

7. **DEFENSE:**
   The Company shall not be called upon to assume charge of the investigation, settlement or defense of any claim made, or suits brought, or proceedings instituted against the Insured, but shall have the right and be given the opportunity to be associated in the defense and trial of any such claims, suits or proceedings relative to any occurrence which, in the opinion of the Company, may create liability on the part of the Company under the terms of this policy. If the Company avails itself of such right and opportunity the Company shall do so at its own expense. Court costs and interest, if incurred with the consent of the Company, shall be borne by the Company and other interested parties in the proportion that each party's share of LOSS bears to the total amount of LOSS sustained by all interested parties.