ECONOLITE TRAFFIC ENGINEERING AND MAINTENANCE, INC. 2 -2008

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Conditions Other Insurance (continued) Premium Audit Separation Of Insureds Liability Insurance Form 80-02-20()({Rev 4-01) General Liability Econolite Control Products, Inc. Econolite Trafffic Engineering & Maintenance, Inc. California Chassis, Inc. Policy #35818716 04127/06 to 04127/07 D. thai is illsuram::c: I. provided 10 you by any person or organization working under contract (lr agreement for you: or 2. under which you arc included as an insured; or E. that is insurance under any Property section of this policy. When this insurance is excess, we will have no duty to defend the insured against any suit if any otherinsurer has a duty to defend such insured against such suil. If no other insurer defends, we will undertake to do so, but we will be entilled to the insured'srights against all those other insurers. When this insuranec is excess over other insurance. we will pay only our share oflhc amount of loss., if any, that cx('ccds (h(.' sum of the total: amount that all other insurance would pay for loss in the absencc onhis insurance; and of all deductible and self""immredunounts under all other insurance. We will share the remaining loss, ifany, with any other insurance that is not described in this Excess Insurance provision and was not negotiated specifically to apply in excess of the LimitsOf Insurance sho"m in the Declarations of this insurance. Method of Sharing lrall of the other insurance pemlitscontribution by equal shares, we will follow this method also. Unoer this method each insurercontributcsequal anlOunts until it has paid its applicable limits of insurance or none or the loss remains, whichever comes first. If any of the other insurance docs nol permit contribution by equal shares, we will contribute by limit:;, Under this method, ca,,'h insurer~sshare is based on the ratio of its applicable limits of insurance to the total o.lpplicablc limits of insurance of all insurers. We will compute all premiums for this insurance in accordance with our rules and rates. In accordance with Ole Estimated Premiunls section of the Premium Summary, premiums shown with an asterisk (') are estimated premiums aoo are subj~'Ct to audit. In addit'ion to or in lieu of sue-h designation in the Premium Summary, premiums may be designated <l..'io estimated prcmiumsc1scwhcrc in this policy_ In that case, these premiums will (llso be subjr.:,:t to audit, and the second paragraph of the Estimated Premiums section orlhe Premium Summary will apply. E....cept with respect to the LimitsOfInslInlnce. and any rights or duties spL"CificaUy assigned inlhis insurance 10 the Iirsluarnt;d insured, this insuram:eapplks: as if each named insured were the only named insured; and separately to each insured against whom claim is made or suit is brought. Contract Page 23 0132