Nothing contained herein shall operate to increase the Company's limits of liability as set forth in Item 2 of the Declarations.

### D. ASSISTANCE AND COOPERATION

(1) The Insurer shall not be called upon to assume charge of the settlement or defense of any Claim made or suit brought or proceeding instituted against an Insured, but the Insurer shall have the right and shall be given the opportunity to associate with the Insured or the Insured's underlying insurers or both in the defense and control of any Claim relative to any Occurrence where the Claim or suit involves, or appears to the Insurer reasonably likely to involve, the Insurer, in which event the Insured and the Insurer shall cooperate in all things in the defense of such Claim.

(2) The Insured shall furnish promptly all information reasonably requested by the Insurer with respect to any Occurrence, both with respect to any Claim against the Insured and pertaining to coverage under this Policy.

(3) If liabilities, losses, costs and/or expenses are in part covered by this Policy and in part not covered by this Policy, the Insured and Insurer shall use their best efforts to agree upon a fair and proper allocation thereof between covered and uncovered amounts, and the Insured shall cooperate with such efforts by providing all pertinent information with respect thereto.

(4) Those expenses incurred by the Insurer on its own behalf in connection with claims representation pursuant to this Condition D shall be at its own expense and shall not be part of Ultimate Net Loss.

### E. APPEALS

In the event the Insured or the Insured's underlying insurers elect not to appeal a judgment in excess of the retention or the underlying limits, as the case may be, the Insurer may elect to make such appeal at its own cost and expense and shall be liable for the taxable costs and disbursements of such appeal and post-judgment interest on the judgment appealed from accruing during such an appeal. In no event, however, shall liability of the Insurer for Ultimate Net Loss exceed the applicable limit of liability plus the costs and expenses of such appeal.

### F. LOSS PAYABLE

Liability under this Policy with respect to any Occurrence shall not attach unless and until:

(1) the Insured's underlying insurer(s) or the Insured shall have paid the greater of the amount of any applicable underlying limits or the applicable retention set forth in Item 3 of the Declarations; and

(2) the Insured's liability covered hereunder shall have been fixed and rendered certain either by final judgment against the Insured after actual trial or by settlement approved in writing by the Insurer, and the Insured shall have paid such liability.

Any consideration paid by the Insured or the Insured's underlying insurers other than in legal currency shall be valued at the lower of cost or market, and any element of the Insured's profit or other benefit to the Insured shall be deducted in determining the value of such consideration. The Insurer may examine the underlying facts giving rise to a judgment against or settlement by the Insured to determine if, and to what extent, the basis for the Insured's liability under such judgment or settlement is covered by this Policy.