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<br />f. Prejudgment Interest awarded against the insured <br />on that part of the judgment we pay. If we make an <br />ofter to pay the applicable limit of insurance, we will <br />not pay any prejudgment interest based on that <br />period of time after the ofter. <br /> <br />g. All interest on the full amount of any judgment that <br />accrues after entry of the judgment and before we <br />have paid, oftered to pay. or deposited in court the <br />part of the judgment that Is within the applicable <br />limit of insurance. <br /> <br />These payments will not reduce the limits of insurance. <br /> <br />2. If we defend an Insured against a "suit" and an <br />indemnitee of the insured is also named as a party to <br />the "suit", we will defend that indemnitee if all of the <br />following conditions are met: <br /> <br />a. The "suil" against the indemnitee seeks damages <br />for which the Insured has assumed the liability of <br />the indemnilee in a contract or agreement that is an <br />"insured contract"; <br /> <br />b. This insurance applies to such liability assumed by <br />the insured; <br /> <br />c. The obligation to defend, or the cost of the defense <br />of, that indemnitee, has also been assumed by the <br />insured in the same 'nsured contract"; <br /> <br />d. The allegations in the "suit" and the information we <br />know about the "occurrence- are such that no <br />conflict appears to exist between the interests of the <br />insured and the interests of the indemnitee; <br /> <br />e. The indemnitee and the Insured ask us to conduct <br />and control the defense of that Indemnitee against <br />such "suit" and agree that we can assign the same <br />counsel to defend the insured and the indemnitee: <br />and <br /> <br />f. The indemnitee: <br /> <br />(1) Agrees in writing to: <br /> <br />(a) Cooperale with us In the Investigation, <br />settlemenl or defense of the "suit"; <br /> <br />(bi Immediately send us copies of any demands, <br />notices, summonses or legal papers <br />received in connection with the .suit..; <br /> <br />(c) Notify any other insurer whose coverage is <br />available to the indemnitee; and <br /> <br />(d) Cooperate with us with respect to <br />coordinating other applicable insurance <br />available to the indemnilee; and <br /> <br />(2) Provides us wilh written authorization to: <br /> <br />(a) Obtain records and other information related <br />to the "suit"; and <br /> <br />(b) Conduct and control the defense of the <br />indemnitee in such .suit", <br /> <br />So long as the above conditions are met, attomeys' <br />fees incurred by us in the defense of thai indemnitee, <br />necessary litigation expenses incurred by us and <br />necessary litigation expenses incurred by the <br />indemnitee at our request will be paid as <br />Supplementary Payments. Notwithstanding the <br />provisions of Paragraph 2.b.(2) of Section I - Coverage <br />A - Bodily Injury And Property Damage Liability, such <br />payments will not be deemed to be damages for "bodily <br />injury" and "property damage" and will not reduce the <br />limits of insurance. <br />Our obligation to defend an insured's indemnitee and to <br />pay for attomeys' fees and necessary litigation <br />expenses as Supplementary Payments ends when: <br />a. We have used up the applicable limit of insurance <br />In the payment of judgments or settlements; or <br />b. The conditions set forth above, or the terms of the <br />agreement described in Paragraph f. above, are no <br />longer met. <br />SECTION 11- WHO IS AN INSURED <br /> <br />1. If you are designated in the Declarations as: <br /> <br />a. An individual, you and your spouse are insureds. <br />but only with respect to the conducl of a business of <br />which you are the sole owner. <br />b. A partnership or joint venture, you are an Insured. <br />Your members, your partners, and their spouses <br />are also insureds, but only with respect to Ihe <br />conduct of your business. <br />C. A limited liability company, you are an insured. Your <br />members are also insureds, but only with respect to <br />the conduct of your business. Your managers are <br />Insureds, but only with respect to their duties as <br />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 are <br />insureds, but only with respect to their duties as <br />your officers or directors. Your stockholders are <br />also insureds, but only with respect to their liability <br />as stockholders. <br />e, A trust, you are an insured. Your trustees are also <br />insureds, but only with respect to their duties as <br />trustees. <br />2. Each of the following is also an insured: <br />a. Your "volunteer workers" only while performing <br />duties related to the conduct of your business, or <br />your "employees". other than either your "executive <br />officers" (if you are an organization other than a <br />partnership, . joint venture or limited liability <br />company) or your managers (if you are a limited <br />liability company), but only for acts within the scope <br />of their employment by you or while performing <br />duties related to the conduct of your business. <br /> <br />Page 8 of 16 <br /> <br />/-jg 3 b <br /> <br />HG 00 0110 01 <br />