**SECTION IV -- DEFINITIONS**

A. When used in this policy, including endorsements forming a part hereof:

1. "Designated Underlying Policy" means the insurance policy or policies indicated in the Schedule of Underlying Insurance (including any renewal or replacement thereof).

2. "Insured Events" means accidents, occurrences, or offenses, whichever is applicable to coverage under the "Designated Underlying Policy."

3. "Named Insured" means:
   a. The person or organization named in Item 2. of the Declarations (the first "Named Insured"); and
   b. Any person or organization qualifying as a Named Insured in the "Designated Underlying Policy."

**SECTION V -- CONDITIONS**

A. ASSIGNMENT

1. Assignment of any interest under this policy shall not bind us unless and until our consent is endorsed on this policy.

B. AUDIT

1. We may audit the "Insured's" books and records at anytime during our "Policy Period" or within three years after the expiration or termination of this policy.

C. BANKRUPTCY OR INSOLVENCY

1. Your bankruptcy, insolvency, or inability to pay will not relieve us from the payment of any claim resulting from injury or damage covered by this policy.

2. The bankruptcy, insolvency, or inability to pay any of the underlying insurers will not relieve us from the payment of any claim resulting from injury or damage covered by this policy. It is expressly agreed that in the event of any such bankruptcy, insolvency, or inability to pay, we will be liable under this policy only to the same extent we would have been liable had there been no bankruptcy, insolvency, or inability to pay. Under no circumstances will such bankruptcy,
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