The insurance afforded by this policy is subject to the same warranties, terms, conditions and exclusions as are contained in the Underlying Insurance on the effective date of this policy, except, unless specifically provided in this policy, any such warranties, terms, conditions or exclusions relating to premium, the obligation to investigate and defend, the amount and limits of liability, and any renewal agreement.

**IV. NOTICE OF CLAIM**

Upon the happening of an occurrence which it is reasonable to believe will likely give rise to a claim under this policy, the Insured shall give immediate written notice thereof to the Company. Such notice shall contain particulars sufficient to identify the Insured and fullest information obtainable at the time. If legal proceedings are begun, the Insured shall forward to the Company each paper therein, or a copy thereof, received by the Insured or the Insured's representative, together with copies of reports of investigations with respect to such claim proceedings.

**V. DEFENSE**

Except upon termination of the underlying insurance by reason of exhaustion of its aggregate limits, the Company shall not be called upon to assume charge of the investigation, settlement, or defense of any claim made, or suits brought or proceedings instituted against the Insured but shall have the right and be given the opportunity to be associated in the defense and trial of any claims, suits, or proceedings relative to any occurrence which, in the opinion of the Company, may create liability on the part of the Company under the terms of this policy. If the Company avails itself of such right and opportunity, the Company shall do so at its own expense. Court costs and interest, if incurred with the consent of the Company, shall be borne by the Company and other interested parties in the proportion that each party's share of loss bears to the total amount of loss sustained by all interested parties.

**VI. SUBROGATION**

Inasmuch as this policy is "Excess Coverage", the Insured's right of recovery against any person or other entity cannot be exclusively subrogated to the Company. It is, therefore, understood and agreed that in case of any 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 Insured shall do nothing after loss to prejudice such rights. The apportioning of any amounts which may be so recovered shall follow the principle that any interested (including the Insured) having paid an amount in excess of the total limits up through and including this policy,