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UECO06263203 (M) Other Insurance If other insurance applies to damages covered by this policy, this policy will apply excess of such other insurance. However, this provision will not apply: (1) If the other insurance is written to be excess of this policy. (2) With respect to Insuring Agreement A only, if you have agreed in a written contract with another person or organization that this policy shall be primary and non-contributory with such other person or entity's coverage, but only with respect to damages arising out of insured operations or work on your behalf performed under such written contract. When this Paragraph (2) applies, the coverage available to the other person or organization will be the lesser of the policy's Limits of Insurance or the minimum limits required by such written contract. In that case, other insurance of that person or organization will apply as excess and not contribute prior to the insurance afforded by this policy. (3) Nothing in this Condition(M) shall make this policy subject to the terms, conditions and limitations of such other insurance. (N) Premium (1) The first named insured shall be responsible for payment of all premiums when due. (2) The premium for this policy shall be computed on the basis set forth in Declarations Item 6. At the beginning of the policy period', the first named insured must pay us the Premium shown in Declarations Item 6. (3) When this policy expires or is cancelled, we will compute the earned premium for the time this policy was in force. If this policy is subject to audit adjustment, the actual exposure base will be used to compute the earned premium. If the earned premium is greater than the original premium paid, you will promptly pay us the difference. If the earned premium is less than the original premium paid, we will return the difference to you. But in any event, we shall retain the Minimum Premium as shown in Declarations Item 6 for each twelve (12) months of the policy period. (0) Separation of Insureds Except with respect to the Limits of Insurance of this policy and rights or duties specifically assigned to you, this insurance applies as if each insured were the only insured, and separately to each insured against whom claim is made or suit is brought. (P) Transfer of Rights of Recovery (1) If any insured has the right to recover all or part of any payment we have made under this policy, those rights are transferred to us. You must do nothing after Moss to impair these rights and must help us enforce them. If, prior to the time of an occurrence, you and the insurer of scheduled underlying insurance waive any right of recovery against a specific person or organization for injury or damage as required under an insured contract, we also will waive any rights it may have against such person or organization. (2) Any recoveries shall be applied as follows: (a) Any person or organization, including you, that has paid an amount in excess of the applicable Limits of Insurance of this policy will be reimbursed first. XCU 050 0811 O 2011 X.L. America, Inc. All Rights Reserved. Page 25 of 26 May not be copied without permission. Includes copyrighted material of Insurance Services Offices,Inc.,with its permission.