a. General Aggregate Limit (other than Products-Completed Operations Aggregate Limit);

b. Products-Completed Operations Aggregate Limit, or

c. Each Occurrence Limit

is likely to be used up in the payment of judgments or settlements, we will notify the first Named Insured, in writing, to that effect.

2. When a limit is insurance described in Paragraph 1. above has actually been used up in the payment of judgments or settlements:

a. We will notify the first Named Insured, in writing, as soon as practicable, that:

(1) Such a limit has actually been used up; and

(2) Our duty to defined "suits" seeking damages subject to that limit has also ended.

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.

**VII. DEFINITIONS**

A. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition:

1. Notices that are published include material placed on the Internet or on similar electronic means of communication; and

2. Regarding web-sites, only that part of a web-site that is about your goods, products or services for the purposes of attracting customers or supporters is considered an "advertisement".

B. "Auto" means a land motor vehicle, trailer or semi trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment".

C. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time. "Bodily injury" includes mental anguish or mental injury resulting from