**V DEFINITIONS**

When used in this policy (including endorsements forming a part hereof):

- "controlling underlying Insurance policy" means the insurance policy designated as such in Item 6 of the declarations;
- "costs" means interest on judgments, and investigation, adjustment and legal expenses including taxed court costs and premiums on bonds, except that the Insured is not covered by underlying Insurance (excluding, however, all expenses for salaried employees and counsel on general retainer, and all office expenses of the Insured, and regular fees paid to counsel on general retainer);
- "first named insured" means the person or organization first named in Item 1 of the declarations of this policy;
- "Insured" means any person or organization qualifying as an Insured in the "Persons Insured" provision of this policy. The insurance afforded applies separately to each Insured against whose claim is made or suit is brought, except with respect to the limits of the company's liability;
- "named insured" means the first named insured and any other person or organization named in Item 1 of the declarations of this policy or in an endorsement amending such Item 1;
- "occurrence" means an accident or occurrence as defined in and covered by the controlling underlying Insurance policy designated in the declarations;
- "ultimate net loss" means the total of all sums which the Insured, or any organization as its insurer, or both, shall become legally obligated to pay, whether by reason or adjudication or settlement, because of an occurrence covered under the terms of the controlling underlying Insurance policy to which this policy applies; but "ultimate net loss" shall not include (a) the amount of any recoveries, salvages or other insurance (other than underlying Insurance or insurance written specifically to apply in excess of this policy), whether collectible or not, or (b) costs;
- "underlying Insurance" means the primary or excess insurance policies contributing to the total limit stated in Item 5 of the declarations (including any deductible amount, Insured's participation or self-insured retention beneath any such policy), provided any reference to replacements therefor. The provisions of such policies shall be deemed to be applicable regardless of (1) any defense which the underlying insurer may assert, (2) the underlying's failure to comply with any condition of such any such policy or (3) the insolvency of the underlying insurer.

**CONDITIONS**

1. Premium

The premium for this policy shall be as stated in Item 3 of the declarations and be payable by the first named Insured.

2. Maintenance of Underlying Insurance

Policies adhering in total the limits stated in Item 5 of the declarations shall be maintained in full effect during the currency of this policy.