(3) Any person, organization, trustee or other who has or may hereafter have an interest in and by virtue of a written agreement to provide insurance which is executed by the policyholder and named organization by or on behalf of the named insured and to insure any additional insured as requested by such additional insured or may be provided for in this policy.

(4) Subject to the terms and conditions of this policy, any additional insured included in the underlying insurance listed as Schedule A but only to the same extent that insurance is provided to such additional insured thereunder.

(5) Except with respect to the ownership, maintenance or use, including loading or unloading of automobiles or aircraft, of any executive officer, other employee, director or stockholder of the named insured while acting within the scope of his duties as such; (ii) any person or organization while acting as real estate manager for the named insured;

(6) Any person while using, with the permission of the named insured, any automobile or aircraft owned by, leased to, or hired for use by or on behalf of the named insured and any other person or organization but only with respect to him or its liability because of acts or omissions of an insured under this provision, provided the actual operation of other actual one is within the scope of such permission; and any executive officer, director or stockholder of the named insured with respect to the use of an automobile or aircraft not owned by the named insured but only while such automobile or aircraft is being used in the business of the named insured.

The insurance with respect to any person or organization other than the named insured does not apply under paragraph (6):

(i) To any person or organization, or to any agent or employee thereof, operating an automobile sales or public parking place, with respect to any occurrence arising out of the operating thereof;

(ii) With respect to any automobile or aircraft hired by or loaned to the named insured, to the owner or a lessee (of whom the named insured is a sub-lessee) thereof other than the named insured, or to any agent or employee of such owner or lessee;

(iii) To any manufacturer of aircraft, aircraft engines or aviation accessories, or any aviation sales or service or repair organization or airport or hangar operator or their respective employees or agents, with respect to any occurrence arising out of the operation thereof.

VI. DEFENSE - SETTLEMENT

The company shall have the right and opportunity to associate with the insured in the defense and control of any claim or proceeding reasonably likely to involve the company. In such event the insured and the company shall cooperate fully.

In the event that the limits of liability of the underlying insurance listed in Schedule A are exhausted by an occurrence, the company shall be obligated to assume charge of the settlement or defense of any claim or proceeding against the insured resulting from the same occurrence, but only where this policy applies and is immediately in excess of such listed underlying insurance without intervening excess insurance with another insurer.

In the event that the aggregate limits of liability of the underlying policies listed in Schedule A are exhausted and this policy continues in force as underlying insurance, the company shall be obligated to assume charge of the settlement or defense of any claim or proceeding against the insured to which such underlying insurance would have applied but only where this policy applies and is immediately in excess of such underlying insurance without intervening excess insurance with another insurer.

In jurisdictions where the company may be prevented by law or otherwise from carrying out this agreement, the company shall pay any expense incurred with its written consent in accordance with this provision.

Nothing herein shall obligate the company to furnish or contribute to defense, investigation, settlement or legal expenses provided by underlying insurance nor to pay any claim or judgment nor to defend any suit after the applicable limit of the company's liability has been exhausted by payment of judgments or settlements.

VII. DEFINITIONS

1. Advertising Liability

The term "Advertising Liability" wherever used herein shall mean liability for damages arising out of:

(1) Libel, Slander or Defamation;
(2) Any infringement of copyright or of title or of slogan;
(3) Piracy or unfair competition or idea misappropriation under an implied contract;
(4) Any invasion of right of privacy;