We agree to take such steps, as we deem appropriate, to avoid a default in, or continue the defense of such suits until such transfer is completed, provided the appropriate Insured is cooperating in completing such transfer.

We will take no action whatsoever with respect to any claim or suit seeking damages that would have been subject to that limit, had it not been used up, if the claim or suit is reported to us after the Limit of Insurance has been used up.

c. The first Named Insured and any other Insured involved in a suit seeking damages subject to that limit, must arrange for the defense of such suit within such time period as agreed to between the appropriate Insured and us. Absent any such agreement, arrangements for the defense of such suit must be made as soon as reasonably possible.

3. The first Named Insured will reimburse us for expenses we incur taking those steps we deem appropriate in accordance with Paragraph 2.b. above.

The duty of the First Named Insured to reimburse us will begin on:

a. the date on which the applicable Limit of Insurance is used up, if we send notice in accordance with Paragraph 1. above; or

b. the date on which we sent notice in accordance with Paragraph 2.a. above, if we did not send notice in accordance with Paragraph 1. above.

4. The exhaustion of any Limit of Insurance by the payments of judgments or settlements, and the resulting end of our right to investigate any claim or defend any suit, will not be affected by our failure to comply with any of the provisions of this Condition.

D. When there is no "underlying insurance" or other insurance available to you because of the exhaustion of aggregate Limits of Insurance, we will assume charge of the investigation of any claim or defense of any suit which, in our opinion, may create liability on us for "loss". If we assume such charge, we will do so at our own expense, but not after the limits of this policy are exhausted.

Section VI. CONDITIONS Paragraph A. Appeals is deleted and the following is added:

A. Appeals

In the event you or any underlying insurer elects not to appeal a judgment in excess of the amount of the "Underlying Limits of Insurance," we may elect to appeal at our expense. If we do so elect, we will be liable for the costs and interest incidental to this appeal.

Section VI. - CONDITION F. is deleted and the following condition is added:

F. Legal Actions Against Us

1. There will be no right of action against us under this insurance unless:

a. You have complied with all the terms of this policy; and

b. The amount you owe has been determined by settlement with our consent.

A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of