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<br />Page 4 of 5 © Insurance Services Office, Inc., 2012 CX 00 01 04 13 <br /> <br />At our request, the first Named Insured will furnish <br />us, as soon as practicable, with a complete copy <br />of any "controlling underlying insurance" and any <br />subsequently issued endorsements or policies <br />which may in any way affect the insurance <br />provided under this Coverage Part. <br /> 5. Cancellation <br /> a. The first Named Insured shown in the <br />Declarations may cancel this policy by mailing <br />or delivering to us advance written notice of <br />cancellation. <br /> b. We may cancel this policy by mailing or <br />delivering to the first Named Insured written <br />notice of cancellation at least: <br /> (1) 10 days before the effective date of <br />cancellation if we cancel for nonpayment of <br />premium; or <br /> (2) 30 days before the effective date of <br />cancellation if we cancel for any other <br />reason. <br /> c. We will mail or deliver our notice to the first <br />Named Insured's last mailing address known to <br />us. <br /> d. Notice of cancellation will state the effective <br />date of cancellation. The policy period will end <br />on that date. <br /> e. If this policy is cancelled, we will send the first <br />Named Insured any premium refund due. If we <br />cancel, the refund will be pro rata. If the first <br />Named Insured cancels, the refund may be <br />less than pro rata. The cancellation will be <br />effective even if we have not made or offered a <br />refund. <br /> f. If notice is mailed, proof of mailing will be <br />sufficient proof of notice. <br /> 6. Changes <br />This Coverage Part contains all the agreements <br />between you and us concerning the insurance <br />afforded. The first Named Insured is authorized by <br />all other insureds to make changes in the terms of <br />this Coverage Part with our consent. This <br />Coverage Part's terms can be amended or waived <br />only by endorsement. <br /> 7. Maintenance Of/Changes To Controlling <br />Underlying Insurance <br />Any "controlling underlying insurance" must be <br />maintained in full effect without reduction of <br />coverage or limits except for the reduction of <br />aggregate limits in accordance with the provisions <br />of such "controlling underlying insurance" that <br />results from "injury or damage" to which this <br />insurance applies. <br />Such exhaustion or reduction is not a failure to <br />maintain "controlling underlying insurance". Failure <br />to maintain "controlling underlying insurance" will <br />not invalidate insurance provided under this <br />Coverage Part, but insurance provided under this <br />Coverage Part will apply as if the "controlling <br />underlying insurance" were in full effect. <br />The first Named Insured must notify us in writing, <br />as soon as practicable, if any "controlling <br />underlying insurance" is cancelled, not renewed, <br />replaced or otherwise terminated, or if the limits or <br />scope of coverage of any "controlling underlying <br />insurance" is changed. <br /> 8. Other Insurance <br /> a. This insurance is excess over, and shall not <br />contribute with any of the other insurance, <br />whether primary, excess, contingent or on any <br />other basis. This condition will not apply to <br />insurance specifically written as excess over <br />this Coverage Part. <br />When this insurance is excess, if no other <br />insurer defends, we may undertake to do so, <br />but we will be entitled to the insured's rights <br />against all those other insurers. <br /> b. When this insurance is excess over other <br />insurance, we will pay only our share of the <br />"ultimate net loss" that exceeds the sum of: <br /> (1) The total amount that all such other <br />insurance would pay for the loss in the <br />absence of the insurance provided under <br />this Coverage Part; and <br /> (2) The total of all deductible and self-insured <br />amounts under all that other insurance. <br /> 9. Premium Audit <br /> a. We will compute all premiums for this <br />Coverage Part in accordance with our rules <br />and rates. <br /> b. If this policy is auditable, the premium shown in <br />this Coverage Part as advance premium is a <br />deposit premium only. At the close of each <br />audit period, we will compute the earned <br />premium for that period and send notice to the <br />first Named Insured. The due date for audit <br />premium is the date shown as the due date on <br />the bill. If the sum of the advance and audit <br />premiums paid for the policy period is greater <br />than the earned premium, we will return the <br />excess to the first Named Insured. <br /> c. The first Named Insured must keep records of <br />the information we need for premium <br />computation, and send us copies at such times <br />as we may request. <br />Docusign Envelope ID: AA9A7CC3-A9B9-47D8-A802-F89481667D21