b. We will initiate, and cooperate in, then transfer of control, to any appropriate "insured", of all claims and "suits" seeking damages which are subject to that limit and which are reported to us before that limit is used up. That "insured" must cooperate in the transfer of control of said claims and "suits".

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

3. The first Named Insured will reimburse us for expenses we incur in taking those steps we deem appropriate in accordance with Paragraph 2. a 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 sent 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 payment of judgments or settlements, and the resulting end of our duty to defend, will not be affected by our failure to comply with any of the provisions of this Condition.

5. Section VI. CONDITIONS, Paragraph H. Legal Action Against Us, Subparagraphs 2. is deleted in its entirety and replaced with the following and Subparagraph 3. is added:

2. A person or organization may sue us to recover on an agreed settlement or on a judgment against an "insured"; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the "insured" and the claimant or the claimant's legal representative.

3. With respect to all claims covered under this policy, if we deny coverage or do not admit liability because an "insured" or the injured person, or someone acting for the injured person or other claimant fails to give us written notice as soon as practicable, then the injured person, someone acting for the injured person or other claimant may bring an action against us, provided the sole question is whether the denial of coverage or non-admission of liability is based on the failure to provide timely notice. However, the injured person, someone acting for the injured person or other claimant may not bring an action if within 60 days after we deny coverage or do not admit liability, we or an "insured":

a. Brings an action to declare the rights of the parties under the policy; and

b. Names the injured person, someone acting for the injured person or other claimant as a party to the action

6. Section VI. CONDITIONS, • When “Loss” is Payable, is deleted in its entirety and replaced with the following:

• When “Loss” is Payable

Coverage under this policy does not apply to a given claim unless and until:

1. The "insured" or "insured's" underlying insurer has become obligated to pay the "retained limit" and

2. The obligation of the "insured" to pay the "loss" in excess of the "retained limit" has been determined by a final settlement or judgment or written agreement among the "insured", claimant and us. We will obtain your consent to settle any claim within the "retained limit" unless such consent is unreasonably