organization has any right under this policy to bring the Company into any action to determine the insured's liability.

**B. Changes**

This policy and the Underlying Policy contain all the agreements between the Company and the insured. Policy terms may not be changed except by endorsement issued by the Company. The Company will not be bound by any assignment of interest by the insured unless the Company's consent to the assignment is endorsed on this policy.

**C. Bankruptcy**

The Insured's bankruptcy or insolvency will not relieve the Company of its obligations under this policy.

In the event of the bankruptcy, insolvency, or inability to pay of any insurer providing coverage under the Underlying Insurance, the insurance afforded by this policy will not replace the Underlying Insurance, but will continue to apply in the same manner as though the Underlying Insurance were available and collectible.

**D. Cancellation**

The insured may cancel this policy by delivering the policy to the Company or to any of its authorized agents, or by sending the Company written notice stating when in the future cancellation will take effect. The Company may cancel this policy by mailing written notice of cancellation to the insured first named in the Declarations. The effective date of cancellation will be at least:

1. ten (10) days after the date of mailing if the Company cancels for nonpayment of premium when due; or
2. thirty (30) days if the Company cancels for any other reason.

The Company will mail notice of cancellation to the Insured's last known mailing address. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. Proof of mailing will be sufficient proof of notice.

If the policy is cancelled, the Company will send to the Insured first named in the Declarations any premium refund due. If the Company cancels, the refund will be pro rata. If the Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if the Company has not made or offered a refund.

**E. Appeals**

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

**F. Transfer of Rights of Recovery and Subrogation**

If the Company makes any payment under this policy, the Company will be subrogated to all the Insured's rights and will have the right to participate with the Insured and any other insurer in the exercise of all the Insured's rights of recovery against any person who may be liable for the loss. The Insured will not do anything to impair the Company's rights and will help the Company to enforce its rights.