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(1) First, we shall receive all amounts 5. "Injury or damage" means any injury or damage, recovered until we have been fully covered in the "applicable underlying insurance" reimbursed for all amounts we have arising from an "event". incurred, including costs or expenses of 6. "Retained limit" means the sum of: such recovery proceedings; a. The limits of"underlying insurance" applicable (2) Then, you are entitled to claim for any to the claim; further amount recovered. b. Any self insured retentions contained therein; 13. When We Do Not Renew and If we decide not to renew this policy, we will mail c. Any amount you must pay because the or deliver to the first Named Insured shown in the "underlying insurance", as represented by Declarations written notice of the nonrenewal not you, is not available for any reason. less then 30 days before the expiration date. If notice is mailed, proof of mailing will be 7. "Ultimate net loss" means the total sum, after sufficient proof of notice. reduction for recoveries, or salvages collectible, that the insured becomes legally obligated to pay SECTION IV- DEFINITIONS as damages by reason of: The definitions of any "applicable underlying a. Settlements entered into with our consent, insurance" also apply to this insurance. In addition, judgments, binding arbitration; or the following definitions apply. b. Other binding alternate dispute resolution 1. "Applicable underlying insurance" means the proceeding entered into with our consent. policy or policies of "underlying insurance" which "Ultimate net loss" includes defense expenses if provide underlying coverage for loss that resulted any"underlying insurance"specifies that limits are in a claim under this insurance. reduced by defense expenses. 2. "Controlling underlying insurance" means 8. "Underlying insurance" means any policy of "applicable underlying insurance". insurance listed on the Schedule of Underlying 3. "Controlling underlying insurer" means any insurer Insurance. who provides any policy of insurance that 9. "Underlying insurer" means any insurer who qualifies as the"applicable underlying insurance". provides any policy of insurance listed on the 4. "Event" means, including but not limited to, an Schedule of Underlying Insurance. occurrence, offense, accident or act, to which the "applicable underlying insurance" applies. XPCOVFORM-0815 Includes copyrighted material of Insurance Services Offices, Inc., Page 6 of 6 with its permission.