6. Appeals - In the event the first Named Insured or the first Named Insured's underlying insurer (if applicable) elect(s) not to appeal a judgment in excess of the Retained Amount, we may elect to make such appeal at our own cost and expense, and we shall be liable for the taxable costs and disbursements and interest incidental thereto, but in no event shall our liability for the "ultimate net loss" exceed the sum set forth in the Declarations for any one "occurrence", including the cost and expense of such appeal.

7. Other Insurance - If other valid and collectible insurance with any other insurer is available to the "insured" covering a loss also covered hereunder, this insurance shall be excess of, and shall not contribute with such other insurance. Excess insurance over the Limits of Liability expressed in this policy is permitted without prejudice to this insurance, and the existence of such insurance shall not reduce any liability under this policy.

8. Application of Salvages - Subrogation - All salvages, recoveries or payments recovered or received subsequent to a loss settlement under this insurance shall be applied as if recovered or received prior to such settlement, and all necessary adjustments shall then be made between the "insured" and us, provided always that nothing in this clause shall be construed or mean that losses under this insurance are not recoverable until the "insured's" "ultimate net loss" has been finally ascertained. Inasmuch as this policy is Excess Coverage, the "insured's" right of recovery against any person or other entity cannot always be exclusively subrogated to us. It is therefore understood and agreed that in case of any payment hereunder, we shall act in concert with all other interests (including the "insured's") 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's") that shall have paid an amount over and above any payment hereunder, shall first be reimbursed up to the amount paid by them. We shall then be reimbursed out of any balance then remaining, up to the amount paid hereunder. Lastly, the interests (including the "insured's") of whom this coverage is excess are entitled to claim the residue, if any. Expense necessary to the recovery of any such amounts shall be apportioned between the interests (including the "insured's") concerned in the ratio of their respective recoveries as finally settled.

9. Changes - Notice to or knowledge possessed by any person shall not affect a waiver or change in any part of this policy or stop us from asserting any rights under the terms of this

LEX-CM-STA-2
(Ed. 4/86)