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such amounts are within the "self-insured retention". B. You agree to arrange for the investigation, defense or settlement of any claim or "suit" in any country where we may be prevented by law from carrying out this agreement. We will pay defense expenses incurred with our written consent in connection with any such claim or "suit" in addition to any applicable limit of insurance. We will also promptly reimburse you for our proper share, but subject to the applicable limit of insurance, of any settlement above the "self-insured retention" made with our written consent. C. We will have the right to associate at our expense with the "insured" or any underlying insurer in the investigation, defense or settlement of any claim or "suit" which in our opinion may require payment hereunder. In no event, however, will we contribute to the cost and expenses incurred by any underlying insurer. SECTION III -WHO IS AN INSURED A. If you are doing business as: 1. An individual, you and your spouse are "insureds", but only with respect to the conduct of a business of which you are the sole owner. 2. A partnership or joint venture, you are an "insured". Your members, your partners, and their spouses are also "insureds", but only with respect to the conduct of your business. 3. A limited liability company, you are an "insured". Your members are also "insureds", but only with respect to the conduct of your business. Your managers are "insureds", but only with respect to their duties as your managers. 4. An organization other than a partnership, joint venture or limited liability company, you are an "insured". Your "executive officers" and directors are "insureds", but only with respect to their duties as your officers or directors. Your stockholders are also "insureds", but only with respect to their liability as stockholders. 5. A trust, you are an "insured". Your trustees are also "insureds", but only with respect to their duties as trustees. B. Each of the following is also an "insured": 1. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees," other than your"executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts: a. Within the scope of their employment by you or while performing duties related to the conduct of your business; and b. Only if such "volunteer workers" or "employees" are insureds under "underlying insurance" with limits of liability no less than stated in the Schedule of Underlying Insurance Policies, subject to all the coverage, terms, conditions and limitations of such "underlying insurance". 2. Any person or organization with whom you agreed, because of a written contract, written agreement or because of a permit issued by a state or political subdivision, to provide insurance such as is afforded under this policy, but only with respect to your operations, "your work" or facilities owned or used by you. This provision does not apply: a. Unless the written contract or written agreement has been executed, or the permit has been issued prior to the "bodily injury," "property damage," or"personal and advertising injury"; and b. Unless limits of liability specified in such written contract, written agreement or permit is greater than the limits shown for"underlying insurance"; or c. Beyond the period of time required by the written contract or written agreement. 3. Any person or organization having proper temporary custody of your property if you die, but only: a. With respect to liability arising out of the maintenance or use of that property; and b. Until your legal representative has been appointed. 4. Your legal representative if you die, but only with respect to his or her duties as such. That representative will have all your rights and duties under this policy. C. With respect to "auto", any "insured" in the "underlying insurance" is an "insured" under this insurance policy, subject to all the limitations of such "underlying insurance". D. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as an "insured" if there is no other similar insurance available to that organization. However: 1. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the "policy period", whichever is earlier; 2. This insurance does not apply to "bodily injury" or"property damage" that occurred before you acquired or formed the organization; and Form XL 00 03 09 16 Page 7 of 14