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(a) be in excess in respect of such Occurrences or Claims and Ultimate Net Loss as are covered by said underlying insurances (it being understood that this Policy shall in no way be subject to, or affected by, the terms, conditions or exclusions of said underlying insurances), and

(b) apply only as if such underlying insurances were fully available and collectable (except to the extent that any aggregate limits thereof are reduced or exhausted by actual payment of claims) for all occurrences or claims covered thereunder,

or

(2) the per Occurrence retention amount listed in Item 2 of the Declarations (which may be satisfied only by Ultimate Net Loss as defined herein),

and then only up to the per Occurrence limit of liability stated in Item 2(a) of the Declarations in respect of such layer for each Occurrence covered hereunder, and further subject to the aggregate limit of liability stated in Item 2(b) of the Declarations for all layers for all Occurrences covered hereunder of which notice is first given during each Annual Period (or during the Discovery Period with respect to the immediately preceding Annual Period or portion thereof); provided, however, that for all Insureds the applicable aggregate limit of liability, per Occurrence limit of liability, per Occurrence retention, and the terms, conditions and exclusions of coverage shall be determined under the Policy as in effect at the time notice of the Occurrence or Notice of Integrated Occurrence for which coverage is asserted is first given pursuant to Article V of this Policy by any Insured. This Policy shall not be subject to or follow the form of any underlying insurances but shall apply in accordance with its own terms, conditions and exclusions.

B. All Personal Injury or Property Damage covered hereunder encompassed by an Integrated Occurrence shall be added together and treated as included within one Occurrence. If notice of an Occurrence (which was not a Notice of Integrated Occurrence) was given during a prior Annual Period, and if Personal Injury or Property Damage which is included in such Occurrence is included in an Integrated Occurrence of which Notice of Integrated Occurrence is first given during a subsequent Annual Period, all Ultimate Net Loss arising from such earlier notified Occurrence shall be included in the Ultimate Net Loss arising from such Integrated Occurrence. Any payments of Ultimate Net Loss on account of such earlier notified Occurrence shall be deemed to have been made under the Annual Period in which the Company received such Notice of Integrated Occurrence. The erosion of the applicable limits of liability in the respective Annual Periods of this Policy shall be adjusted to reflect such transfer of Ultimate Net Loss