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L. Titles of Paragraphs The titles of the varied Sections, Paragraphs, and Subparagraphs of this policy and endorsements attached to this policy, if any, are inserted solely for convenience or reference and are not to be deemed in any way to limit or affect the provisions to which they relate. M. Transfer of Rights and Duties Your rights and duties under this insurance may not be transferred without our written consent, except in the event of the death of an individual insured and then only to that individual's representative. When Loss is Payable This policy will not apply until an insured, or an insured's "Underlying Insurer," is obligated to pay the amount of the "Underlying Insurance' for damages which are also covered by this policy, When the amount of loss has finally been determined, we will promptly pay on behalf of the insured the amount of the damages which comes within the terms of this policy. SECTION 6. DEFINITIONS Except for the terms appearing in quotes within this policy, the terms within this policy have the same meaning as set forth in the applicable "Underlying Insurance." With respect to the terms appearing in quotes within this policy, the definitions below will apply. A. "Claim" or "Claims" means any demand, including a "suit," against an insured for damages to which this policy applies are alleged. B. "Defense expenses" means the fees, costs and/or expenses which an "Underlying Insurer" has an obligation to pay in the defense of a "claim," "claims" or "suit" pursuant to the terms and conditions of the "Underlying Insurance." C. "Schedule of Underlying Insurance" means the Schedule of Underlying Insurance included within the Declarations to this policy. D. "Scheduled Underlying Policy" or "Scheduled Underlying Policies" means the identified policy or policies within the "Schedule of Underlying Insurance." E. "Suit" means a civil proceeding in which damages to which this policy applies are alleged, including, without limitation: 1. An arbitration proceeding in which such damages are claimed and to which you must submit or do submit with our consent; or 2. Any other alternative dispute resolution proceeding in which such damages are claimed and to which you submit with our consent. F. "Underlying Insurance" means the policy or policies within the "Schedule of Underlying Insurance" applicable or potentially applicable to the "claim" or "suit." G. "Underlying Insurer" or "Underlying Insurers" means the entity or entities that issued the "Underlying Insurance." UMB-100 05 21 Nonprofits Insurance Alliance'^^ and NONPROFITS OWN® are brands of Alliance Member Services'^^ (AMS). © AMS. All rights reserved. ' BEVIEWEo&APPRORVED Br i ,/f �lea*t6 RISK Management Specialist