3. 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 the Company. Absent any such agreement, arrangements for the defense of such "suit" must be made as soon as practicable.

c. The first Named Insured will reimburse the Company for expenses the Company incurred in taking those steps the Company deemed appropriate in accordance with paragraph b.(2) above.

The duty of the first Named Insured to reimburse the Company will begin on:

1. The date on which the applicable limit of insurance is used up, if the Company sent notice in accordance with paragraph a. above; or

2. The date on which the Company sent notice in accordance with paragraph b.(1) above, if the Company did not send notice in accordance with paragraph a. above.

d. The exhaustion of any limit of insurance by the payments of judgments or settlements, and the resulting end of the Company's duty to defend, will not be affected by the Company's failure to comply with any of the provisions of this Condition.

**LEGAL ACTION AGAINST THE COMPANY**

The LEGAL ACTION AGAINST THE COMPANY Condition is replaced by the following:

**LEGAL ACTION AGAINST THE COMPANY**

No person or organization has a right under this Coverage Part:

a. To join us as a party or otherwise bring the Company into a "suit" asking for damages from an insured; or

b. To sue the Company on this Coverage Part unless all of its terms have been fully complied with.

A person or organization may sue the Company to recover on an agreed settlement or on a final judgment against an insured; but the Company 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 the Company, the insured and the claimant or the claimant's legal representative.