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(2) Contribution by Limits. If any of such other insurance does not provide for contribution by <br /> equal shares, the company shall not be liable for a greater proportion of such loss than <br /> the applicable limit of liability under this policy for such loss bears to the total applicable <br /> limit of liability of all valid and collectible insurance against such loss. <br /> d. If for any reason whatsoever any other insurer shall deny liability as to all or any part of its <br /> insurance, or fail or refuse to perform any or all of its obligations thereunder, then the company <br /> shall be liable under this policy to the extent of the insurance afforded hereunder with respect <br /> to such loss the same as though the insurance of such other insurer did not exist and the <br /> insured shall assign to the company all of its rights against such other insurer and execute all <br /> papers necessary to secure such rights and shall in its or his own name whenever requested <br /> by the company and at the company's expense, make any demand and institute any legal <br /> proceedings which the company shall deem necessary against such other insurer. <br /> e. Notwithstanding anything in the forgoing to the contrary, it is agreed that the insurance afforded <br /> hereunder shall be considered as primary insurance and shall not be in excess of nor <br /> contribute with any insurance procured by any member of a joint venture for whom the Named <br /> Insured as operator or sponsor has agreed to provide liability insurance under the policy. <br /> 5. Premium Audit <br /> a. Any premium shown in this policy as advance premium is a deposit premium only. At the close <br /> of each audit period we will compute the earned premium for that period. Audit premiums are <br /> due and payable within 30 days of notice to the first Named Insured. If the sum of the advance <br /> and audit premiums paid for the policy term is greater than the earned premium, we will return <br /> the excess to the first Named Insured. <br /> b. The First Named Insured shall maintain records of such information as is necessary for <br /> premium computation, and shall send us copies of such records upon our reasonable request. <br /> C. The company may examine and audit the Named Insured's books and records at any time <br /> during the policy period and extensions thereof and complete such audit within three years <br /> after the expiration of this policy, as far as they relate to the subject matter of this insurance. <br /> 6. Representations <br /> By accepting this policy, you agree: <br /> a. The statements in the Declarations are accurate and complete to the best of your knowledge <br /> and belief based upon your reasonable inquiry; <br /> b. Those statements are based upon representations you made to us; and <br /> C. We have issued this policy in reliance upon your representations. <br /> Nevertheless, this insurance shall not be prejudiced by any unintentional failure of the Named <br /> Insured to disclose any material information existing on the effective date of the policy provided <br /> prompt notice is given to us as soon as the failure becomes known to the Vice President of Global <br /> Risk Management Operations of the first Named Insured. <br /> 7. Separation of Insureds <br /> Except with respect to the Limits of Insurance, and any rights or duties specifically assigned to the <br /> first Named Insured, this insurance applies: <br /> MS-405526 (10/25) Page 16 of 23 <br />