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(6) When this insunance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that sit such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self- insured amounts under all that other insurance. (4) We will share the remaining loss, if any, with any other Insurance that is not de- scribed In this Excess Insurance provision and was not bought specifically to apply In excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c, Method of Sharing If all of the other insurance permits cor ibu- ton by equal shares, we will follow this method also, Under this approach each Insurer con- tributes equal amounts until it has paid its ap- plicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of Its applicable limit of insurance to the total applicable limits of Insurance of all insurers, S. premium Audit a. We will compute all premiums for this Cover- age Partin accordance with our rules and rates. b. Premium shown In this Coverage Part as ad- vance premium Is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period Is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for prernium compu- tation, and send us copies at such Gores as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accu- rate and complete; It. Those statements are based upon reprosen- tations you made to us; and c. We have issued this policy in reliance upon your representations. 66 00 01 12 07 ITERIS, INC AGR# TBD 7. Separabvn Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this in- surance applies: a. As If each Named Insured were the only Named Insured; and b. Separately to each Insured against whom claim is made or "suit" is brought, 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any Payment we have made under this Coverage Part, those rights are transfarred to us, The Insured must do nothing after loss to impair them. At our request, the Insured will bring "suit" or transfer those rights to us and help us enforce them, 9. When We Do Not Renew If we decide not to renew this Coverage Part, we Will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expi- ration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific mar- ket segments about your goods, products or serv- ices, for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding web -sites, only that part of a web- site that is about your goods, products or services for the purposes of attracting custom- ers or supporters Is considered an advertise- ment. 2. "Auto" means, a. A land motor vehicle, trailer or semitrailer de- signed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it Is licensed or principally garaged. However, "auto" does not include "mobile equip- ment". 3. "Bodily injury" means bodily Injury, sickness or disease sustained by a person, Irloluding death re- sulting from any of these at any time. 4190 Properties, Inc, 2000 REVIEWED BY: t' A. Page 11 of 14 EUNICE HEREDIA (PG 17 OF 17)