**D.** When there is no "underlying insurance" or other valid and collectible 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.

**2. Section VI. CONDITIONS** is amended as follows:

**a. Condition A. Appeals** is replaced by the following:

**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 elect, we will be liable for the costs and interest incidental to this appeal.

**b. Condition F.** is replaced by the following:

**F. Legal Action Against Us**

1. Except as provided in provision 2., no person or organization has a right under this Coverage Part:
   * To join us as a party or otherwise bring us into a suit asking for damages from an Insured; or
   * To sue us on this Coverage Part unless all of its terms have been fully complied with.

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 this Coverage Part 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.

2. With respect to bodily injury, personal injury, advertising injury or personal and advertising injury claims, if we deny coverage or do not admit liability because an Insured or the injured person, 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 nonadmission 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:
   * Brings an action to declare the rights of the parties under the policy; and
   * Names the injured person, someone acting for the injured person or other claimant as a party to the action.

3. For the purposes of this condition F.:
   * Bodily injury means bodily injury as it is defined by the "first underlying insurance".
   * Personal injury means personal injury as it is defined by the "first underlying insurance".
   * Advertising injury means advertising injury as it is defined by the "first underlying insurance".
   * Personal and advertising injury means personal and advertising injury as it is defined by the "first underlying insurance".

**CE 66 10 01 13**

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