**D.** When there is no "underlying insurance" or other valid and collectible insurance available to you because of the exhaustion of aggregate Limits of Insurance, we will assume charge of the investigation of any claim or defense of any suit which, in our opinion, may create liability on us for "loss". If we assume such charge, we will do so at our own expense, but not after the limits of this policy are exhausted.

**Section VI. CONDITIONS Paragraph A. Appeals is deleted and the following is added:**

**A. Appeals**

In the event you or any underlying insurer elects not to appeal a judgment in excess of the amount of the "Underlying Limits of Insurance", we may elect to appeal at our expense. If we do not elect, we will be liable for the costs and interest incidental to this appeal.

**Section VI. - CONDITION H. Paragraph 2. is deleted and the following condition is added:**

If a claim or suit against any Insured is reasonably likely to involve this policy, you must notify us or an agent of ours in New York State in writing as soon as practicable.

**Section VI. - CONDITION F. Paragraph 2. is deleted and the following condition is added:**

2. the amount you owe has been determined by settlement with our consent.