a. Investigate any Occurrence, claim, Suit or proceeding; or

b. Settle any claim, Suit or proceeding;

to which we think this policy may apply.

**B. PAYMENT OF EXPENSES**

We shall not pay any expenses except the following:

1. We will pay those expenses we directly incur solely at our discretion.

2. 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 to which this policy applies, then we will pay the interest on the amount of the judgment to which this policy applies.

3. If a payment for damages is made under this policy, then we will pay related prejudgment interest for which the Insured is legally liable, provided:

a. All Underlying Insurance pays prejudgment interest; and

b. Our share of prejudgment interest shall not exceed the proportion that payment for damages under this policy bears to the total damages determined by final judgment or settlement.

4. If we assume our right to associate, investigate or settle, we shall not continue after our applicable Limits of Insurance have been exhausted by payments.

**SECTION III - LIMITS OF INSURANCE**

A. The Limits of Insurance shown in the Declarations and the terms below fix the most we will pay regardless of the number of:

1. Coverages provided by this policy;

2. Insureds;

3. Claims made or Suits brought; or

4. Persons or organizations making claims or bringing Suits.

B. OCCURRENCE LIMIT - The "each occurrence" limit shown in our Declarations is the most we will pay under this policy for the sum of damages arising out of any one Occurrence.

Any amount we pay for damages arising out of an Occurrence will reduce or exhaust the amount of our applicable aggregate Limit of Insurance available for payment of damages arising out of any other Occurrence.

C. AGGREGATE LIMIT - The Limit of Insurance shown in our Declarations as "aggregate" is the most we will pay under the policy for the sum of damages. However, our aggregate Limit of Insurance:

1. Will not apply when First Underlying Insurance does not apply an aggregate limit, provided all other Underlying Insurance also does not apply an aggregate limit.

2. Will apply in the same manner as the aggregate limit in First Underlying Insurance applies, provided all other Underlying Insurance also applies an aggregate limit in the same manner as First Underlying Insurance.