**"Spent Fuel" means any fuel element or fuel component, solid or liquid, which has been used in a nuclear reactor.**

**"Waste" means any waste material containing by-product material resulting from the operation by and/or part of any nuclear facility included within the definition of "Nuclear Facility" under paragraph (b).**

**"Nuclear Facility" means**

**(1) Any nuclear reactor.**

**(2) Any equipment or device designed or used for (a) separating the isotopes of uranium or plutonium utilizing spent fuel, or (c) handling, processing or packaging waste.**

**(3) Any equipment or device used for the processing, fabrication or alloying of special nuclear materials, or an amount of such material in the custody of the Insured at the premises where such equipment of device is located or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than uranium 235.**

**(4) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of waste site on which any of the foregoing is located, all operations conducted on such site and all premises thereon.**

**"Nuclear Reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain contain a critical mass of fissile material.**

## III DEFINITIONS

### 1. Ultimate Net Loss

Ultimate Net Loss, as used herein, shall mean the sums paid in settlement of losses for which the Insured is liable after deductions for all recoveries, salvages and other insurances (other than recoveries under the underlying insurance, co-insurance, or policies specifically in excess hereof), whether recoverable or not, and shall exclude (1) All expenses employees and counsel on general retainer; (2) All office expenses of the Insured; (3) All expenses incurred by respect to accidents or occurrences for which insurance is not afforded under this Certificate, and (4) Expenses Insured under Contract with another to provide loss prevention and/or claims control services.

Interest on judgements including but not limited to interest that accrues from the date suit is filed or interest that date of death, investigation, adjustment and legal expenses including taxed court costs and premiums on incurred by the Insured with the written consent of the Company, shall be apportioned as follows:

(1) In the event of claim or suit arising which appears likely to exceed the underlying insurance limit or limits, incurred by the Insured without the written consent of the Company.

(2) Should any claim or suit be settled for not more than the underlying insurance limit or limits, then no costs shall be incurred by the Company.

(3) Should, however, the sum for which the said claim or suit may be settled exceed the underlying insurance then the Company, if it approves such settlement or consents in writing to the proceedings continuing, sha the costs incurred by the Insured in the ratio that its proportion of the ultimate net loss, as finally adjusted whole amount of such ultimate net loss.

(4) In the event the Insured elects not to appeal a judgement in excess of the underlying insurance limit or limit may elect to conduct such appeal at its own cost and expense and shall be liable for the taxable court incidental thereto, but in no event shall the total liability of the Company exceed its limit or limits of li herein, plus the costs of such appeal.

(5) In the event a judgement is rendered in excess of the underlying insurance limit or limits and the underli insurers elect to appeal such judgement, the sole responsibility of obtaining an appeal bond in regard to liability the underlying insurance limit or limits shall rest with the Insured and its underlying insurer or insurers

## IV CONDITIONS

### 1. Action Against Company: No action shall lie against the Company unless, as a condition precedent thereto, the have fully complied with all the terms of this Certificate nor until (a) the Insured shall have paid ultimate net loss in underlying limit or (b) the Insured's obligation to pay shall have been finally determined either by judgement against after actual trial or by written agreement of the Insured, the claimant and the Company.

### 2. Application of aggregate limits: If aggregate limits are specifically stated in Items 5 and 6 of the Declarations of this then, the insurance afforded hereunder will apply in excess of reduced underlying insurance provided such red underlying insurance is solely the result of payment of claim(s) resulting from accidents or occurrences which take place term of this Certificate. If aggregate limits are not specifically stated in Items 5 and 6 of the Declarations, the coverage this Certificate applies only with respect to each accident or occurrence for limits in excess of the amount provided for or occurrence in the underlying insurance and does not apply over any reduced amount of underlying insurance in exhaustion or reduction of aggregate limits (if any) in the underlying insurance.

### 3. Assignment: Assignment of interest under this Certificate shall not bind the Company until its consent is endor

### 4. Cancellation: This Certificate may be cancelled by the Insured by surrender thereof to the Company or by Company written notice stating when thereafter the cancellation shall be effective. This Certificate may be cancel Company upon written notice to the Insured, such notice to be not less than the number of days set forth in Declaratons of this Certificate. The mailing of notice as aforesaid shall be sufficient proof of notice. The time of the surre