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5. Changes and Assignment The terms, definitions, conditions, exclusions and limitations of this Policy shall not be waived or changed, and no assignment of any interest in this Policy shall bind us, except as provided by an endorsement issued by us and attached to this Policy. 6. Consent Where our consent or your consent is required under this Policy, such consent shall not be unreasonably withheld, delayed, conditioned or denied. Cooperation The insured shall assist and cooperate with us in the investigation, adjustment, defense or settlement of any claim or suit, including participating in meetings, testifying at hearings, depositions and trials, securing evidence, assisting us with investigating the existence of and procuring access to any other applicable insurance coverage and providing any written statements as we may require. 8. Currency Any reimbursement we make under this Policy will be made in U.S. currency at the prevailing exchange rate on the date the judgment is rendered, or the date the amount of the settlement is agreed upon, or the date any other reimbursable expenditure is made by the insured, whichever is most applicable. 9. Declarations and Representations By acceptance of this Policy, you agree that: a. The statements contained in the Declarations, the Application and any supplemental materials and information submitted in connection with the Application or any amendments to the policy during the policy period, are your statements and representations; b. This Policy is issued in reliance upon the truth of such statements and representations; C. The statements and representations provided to us contain no material omissions; and d. This Policy embodies all agreements existing between you and us relating to the coverage provided hereunder. 10. Economic and Trade Sanctions This Policy shall not apply to any risk which would be in violation of the laws of the United States including, but not limited to, U.S. economic or trade sanction laws or export control laws administered by the U.S. Treasury, State, or Commerce Departments. 11. Headings The descriptions in the headings and sub -headings of this Policy are included solely for convenience and form no part of this Policy's terms and conditions. 12. Independent Counsel In the event an insured is entitled by law to select independent counsel to represent or defend an insured at our expense, the attorney's fees and all other litigation expenses incurred by us shall be limited to the rates we would pay to counsel normally retained by us in the ordinary course of business when defending similar claims in the jurisdiction EPACE001-0415 Page 144