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 VII. DEFINITIONS is amended by deleting Definition L. “Loading and unloading”. All uses of the defined term in the policy are replaced with the undefined term.

All other terms and conditions of the policy remain unchanged.

Authorized Representative

XSE-51819 (03/19)
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