Section VI – Defense Obligations & Vendor Selection

A. Duty to Defend

We have the right and duty to defend any Claim to which SECTION II – 3RD PARTY INSURING AGREEMENTS apply, even if the allegations of the Claim are groundless, false, or fraudulent. Our right and duty to defend shall end when the applicable Individual Limit of Liability or the Aggregate Policy Limit of Liability has been exhausted by payment of covered Loss.

B. Service Providers

1. 1st Party Insuring Agreements

Our prior consent is granted for the Insured Organization to retain any of the service providers identified on the Vendor Panel for any Incident under SECTION I – 1ST PARTY INSURING AGREEMENTS. In the event the Insured Organization wishes to retain a service provider that is not on the Vendor Panel, the Insured Organization must obtain Our prior written consent to do so. In the event We consent to the Insured Organization's selection of a service provider that is not on the Vendor Panel, the fees We pay for such service provider will be limited to the rates We pay to a service provider on the Vendor Panel for similar services.

Contacting or retaining a service provider from the Vendor Panel does not constitute notice under the Policy and notwithstanding the above, the Insured Organization must still comply with the notice requirements and other duties set forth in SECTION VII – NOTICE & CONDITIONS.

2. 3rd Party Insuring Agreements

Our prior consent is granted for the Named Insured to retain any of the defense counsel identified on the Vendor Panel for any Claim under SECTION II – 3RD PARTY INSURING AGREEMENTS. In the event the Named Insured wishes to retain a defense counsel that is not on the Vendor Panel, the such counsel must be mutually agreed by Us and the Named Insured. However, in the event We and the Named Insured are unable to agree on the selection of any defense counsel, We shall maintain the right to select defense counsel. In the event We consent to the Named Insured's selection, the defense counsel fees We pay will be limited to the hourly rates We pay to defense counsel on the Vendor Panel.