**d. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee;**

**(2) Provides us with written authorization to:**

**(a) Obtain records and other information related to the "suit"; and**

**(b) Conduct and control the defense of the indemnitee in such "suit".**

So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments.

Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when:

**(a) We have used up the applicable limit of insurance in the payment of judgments or settlements; or**

**(b) The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met.**

**(1) Agrees in writing to:**

**(a) Cooperate with us in the investigation, settlement or defense of the "suit";**

**(b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit";**

**(c) Notify any other insurer whose coverage is available to the indemnitee; and**

**(d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and**