(d) In the event the insured elects not to appeal a judgment in excess of the underlying insurance limit or limits of liability, the Company may elect to conduct such appeal at its own cost and expense and shall be liable for the taxable court costs and interest incidental thereto, but in no event shall the total liability of the Company exceed its limit or limits of liability as stated in this policy, plus the costs of such appeal;

(e) In the event a judgment is rendered in excess of the underlying insurance limit or limits of liability and the underlying insurer or insurers elect to appeal such judgment, the duty of obtaining an appeal bond with respect to liability in excess of the underlying insurance limit or limits of liability shall be that of the insured and its underlying insurer or insurers;

"First named insured" means the insured first named in Item 1 of the declarations, and such insured is authorized to act on behalf of all other insureds with respect to the giving and receiving of notice of cancellation and to receiving any return premium that may become payable under this policy;

"Insured" means the first named insured and also includes any other person or organization which either is named in Item 1 of the declarations or which qualifies as an insured under the terms of the underlying insurance immediately preceding the layer of insurance afforded by this policy. The insurance applies separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the Company's liability;

"Ultimate net loss" means the sums paid, excluding costs, in settlement of losses for which the insured is liable after making deductions for all recoveries, salvage and other insurance (other than the underlying insurance or policies specifically in excess hereof), whether recoverable or not;

"Underlying insurance" means the insurance policies identified in Item 4 of the declarations and includes any renewals or replacements of such policies.

V. LIMITS OF LIABILITY

Regardless of the number of (1) insureds under this policy, (2) persons or organizations who sustain injury or damage or (3) claims made or suits brought, the Company's liability is limited as follows:

(a) The limits of the Company's liability under this policy apply only after the underlying insurer or insurers have paid or have been held to pay the full amount of their respective limits of liability as stated in Item 4 of the declarations;

(b) If this policy is written on an Excess Limits of Liability - Quota Share Basis, the limits of the Company's liability for all ultimate net loss shall be as stated in Item 5(a) of the declarations;

(c) If this policy is written on an Excess Limits of Liability - Full Limits Basis, the limits of the Company's liability for all ultimate net loss shall be as stated in Item 5(b) of the declarations.