**d. If we violate any of the provisions of paragraphs 3.a., b. or c. above by sending the first "Named Insured" an incomplete or late conditional renewal notice or a late nonrenewal notice:**

1) Coverage will remain in effect at the same terms and conditions of this policy at the lower of the current rates or the prior period's rates until 60 days after such notice is mailed or delivered, unless the first "Named Insured," during this 60 day period, has replaced the coverage or elects to cancel.

2) On or after the expiration date of this policy, coverage will remain in effect at the same terms and conditions of this policy for another policy period, at the lower of the current rates or the prior period's rates, unless the first "Named Insured," during this additional policy period, has replaced the coverage or elects to cancel.

**e. We will not send you notice of nonrenewal or conditional renewal if you, your authorized agent or broker or another insurer of yours mails or delivers notice that the policy has been replaced or is no longer desired.**

**N. TRANSFER OF DUTIES WHEN A LIMIT OF INSURANCE IS USED UP**

a. If we conclude that, based on "Insured Events" which have been reported to us and to which this insurance may apply, the:

1) General Aggregate Limit (other than the Products-Completed Operations Aggregate Limit);

2) Products-Completed Operations Aggregate Limit; or

3) Each Occurrence Limit

**b. When a Limit of Insurance described in paragraph a. above has actually been used up in the payment of judgments or settlements:**

1) We will notify the first "Named Insured," in writing, as soon as practicable, that:

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

b) Our duty to defend suits seeking damages subject to that limit has also ended.

2) We will initiate, and cooperate in, the 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 such steps, as we deem appropriate, to avoid a default in, or continue the defense of, such suits until such transfer is completed, provided 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.

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