Inasmuch as this Policy is Excess Insurance, the Insured's right of recovery against any person cannot be exclusively subrogated to the Company. It is, therefore, understood and agreed that in the event of payment hereunder, the Company will act in concert with all other interests (including the Insured) concerned in the exercise of such rights of recovery. The apportioning of any amounts which may be so recovered shall follow the principle that any interests (including the Insured) that shall have paid an amount over and above any payment hereunder, shall first be reimbursed up to the amount paid by them; the Company is then to be reimbursed out of any balance then remaining up to the amount paid hereunder, lastly, the interests (including the Insured) of whom this coverage is in excess are entitled to claim the residue, if any. Expenses necessary to the recovery of any such amount shall be apportioned between the interests (including the Insured) concerned, in the ratio of their respective recoveries as finally settled. The Insured shall do nothing after loss to prejudice such rights.

Nothing herein contained shall be construed to mean that the Insured shall be required to enforce by legal action any right of subrogation or indemnity before the Company shall pay any loss covered hereunder.

11. Term: This Policy applies only to accidents or occurrences happening between the effective and expiration dates shown in Item 2 of the Declarations of this Policy, unless otherwise cancelled.

12. Appeals: In the event the Insured or the Insured's Underlying Insurer elects not to appeal a judgement in excess of the total limits of all Underlying Insurance, the Company may elect to do so at its own expense, but in no event shall the liability of the Company for Ultimate Net Loss exceed the amount set forth in Item 6 of the Declarations, plus the taxable costs, disbursements and interest incidental to such appeal.