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g. All interest on the full amount of any judgment <br />that accrues after entry of the judgment and <br />before we have paid, offered to pay, or <br />deposited in court the part of the judgment that <br />is within the applicable limit of insurance. <br />These payments will not reduce the limits of <br />insurance. <br />2. If we defend an insured against a "suit" and an <br />indemnitee of the insured is also named as a party <br />to the "suit", we will defend that indemnitee if all of <br />the following conditions are met: <br />a. The "suit" against the indemnitee seeks <br />damages for which the insured has assumed <br />the liability of the indemnitee in a contract or <br />agreement that is an "insured contract"; <br />b. This insurance applies to such liability <br />assumed by the insured; <br />c. The obligation to defend, or the cost of the <br />defense of, that indemnitee, has also been <br />assumed by the insured in the same "insured <br />contract"; <br />d. The allegations in the "suit" and the information <br />we know about the "occurrence" are such that <br />no conflict appears to exist between the <br />interests of the insured and the interests of the <br />indemnitee; <br />e. The indemnitee and the insured ask us to <br />conduct and control the defense of that <br />indemnitee against such "suit" and agree that <br />we can assign the same counsel to defend the <br />insured and the indemnitee; and <br />f. The indemnitee: <br />(1) Agrees in writing to: <br />(a) Cooperate with us in the investigation, <br />settlement or defense of the "suit"; <br />(b) Immediately send us copies of any <br />demands, notices, summonses or legal <br />papers received in connection with the <br />"suit'; <br />(c) Notify any other insurer whose coverage <br />is available to the indemnitee; and <br />(d) Cooperate with us with respect to <br />coordinating other applicable insurance <br />available to the indemnitee; and <br />(2) Provides us with written authorization to: <br />(a) Obtain records and other information <br />related to the "suit"; and <br />(b) Conduct and control the defense of the <br />indemnitee in such "suit". <br />So long as the above conditions are met, <br />attorneys' fees incurred by us in the defense of <br />that indemnitee, necessary litigation expenses <br />incurred by us and necessary litigation expenses <br />incurred by the indemnitee at our request will be <br />paid as Supplementary Payments. <br />Notwithstanding the provisions of Paragraph <br />2.b.(2) of Section I — Coverage A — Bodily Injury <br />And Property Damage Liability, such payments will <br />not be deemed to be damages for "bodily injury" <br />and "property damage" and will not reduce the <br />limits of insurance. <br />Our obligation to defend an insured's indemnitee <br />and to pay for attorneys' fees and necessary <br />litigation expenses as Supplementary Payments <br />ends when we have used up the applicable limit of <br />insurance in the payment of judgments or <br />settlements or the conditions set forth above, or <br />the terms of the agreement described in <br />Paragraph f. above, are no longer met. <br />SECTION II —WHO IS AN INSURED <br />1. If you are designated in the Declarations as: <br />a. An Individual, you and your spouse are <br />insureds, but only with respect to the conduct <br />of a business of which you are the sole owner. <br />b. A partnership or joint venture, you are an <br />insured. Your members, your partners, and <br />their spouses are also insureds, but only with <br />respect to the conduct of your business. <br />c. A limited liability company, you are an insured. <br />Your members are also insureds, but only with <br />respect to the conduct of your business. Your <br />managers are insureds, but only with respect <br />to their duties as your managers. <br />d. An organization other than a partnership, joint <br />venture or limited liability company, you are an <br />insured. Your "executive officers" and directors <br />are insureds, but only with respect to their <br />duties as your officers or directors. Your <br />stockholders are also insureds, but only with <br />respect to their liability as stockholders. <br />e. A trust, you are an insured. Your trustees are <br />also insureds, but only with respect to their <br />duties as trustees. <br />CG Ott 0104 18 OO Insurance Services Office, Inc., 2012 <br />Page 9 of 16 <br />11 <br />