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.