ORGANIZATIONAL QUALITY ASSOCIATES

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b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the 'suit", we will defend that indemnitee if all of the following conditions are met: (1) The "suit* against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract'; (2) This insurance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same insured contract'; (4) 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 interest of the indemnitee; (5) The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the Insured and the indemnitee; and (6) The indemnitee: (a) Agrees in writing to: (1) Cooperate with us in the investigation, settlement or defense of the "suit"; (if) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit": (fit) Notify any other insurer whose coverage Is available to the indemnitee; and IN) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b) Provides us with written authorization to: (1) Obtain records and other information related to the 'suit": and (if) Conduct and control the defense of the indemnitee in such "suft" Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM So long as the above conditions are met, a0orneys' 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. Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. — Exctusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met. B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1) 'Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or (2) 'Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury" b. Contractual Liability (1) "tod1Y injury" or"properly damage"; or (2) "Personal and advertising injur/' for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: ` \ (a) "Bodily injury", "property damage" or 'personal and advertising injury" that the insured would have in the absence of the contract or agreement: or Page 3 of 24