APPLY UNDER SUCH CIRCUMSTANCES.
SECTION 11.03
TERMINATION PAYMENT.
(A)
IN THE EVENT THAT THIS AGREEMENT IS
TERMINATED AS TO ALL REINSURED POLICIES (INCLUDING IF THIS AGREEMENT IS REJECTED
BY ANY LIQUIDATOR, RECEIVER, REHABILITATOR, TRUSTEE OR SIMILAR PERSON ACTING ON
BEHALF OF THE CEDING COMPANY (A "RECEIVER")), A NET ACCOUNTING AND SETTLEMENT AS
TO ANY BALANCE DUE UNDER THIS AGREEMENT WILL BE UNDERTAKEN BY THE CEDING COMPANY
IN ACCORDANCE WITH ARTICLE VIII.
IN ADDITION, ON THE DATE OF DELIVERY OF THE
QUARTERLY ACCOUNTING REPORT RELATED TO SUCH TERMINATION, THE CEDING COMPANY
SHALL TRANSFER ALL ASSETS IN THE FUNDS WITHHELD ACCOUNT TO THE REINSURER, AND
THE REINSURER WILL PAY TO THE CEDING COMPANY, WITHIN FIFTEEN (15) BUSINESS DAYS
AFTER RECEIPT OF THE QUARTERLY ACCOUNTING REPORT, AN AMOUNT EQUAL TO THE CEDED
RESERVES AS OF THE TERMINATION EFFECTIVE DATE.
(B)
THE REINSURER'S RIGHT TO TERMINATE THE
REINSURANCE PROVIDED HEREUNDER WILL NOT PREJUDICE ITS RIGHT TO COLLECT PREMIUMS,
AND APPLICABLE INTEREST AS SPECIFIED IN SECTION 18.02, FOR THE PERIOD DURING
WHICH SUCH REINSURANCE WAS IN FORCE, THROUGH AND INCLUDING ANY NOTICE PERIOD.
(C)
IF THIS AGREEMENT IS TERMINATED BY THE
REINSURER AS A RESULT OF A NON-PAYMENT EVENT OR OTHER MATERIAL BREACH BY THE
CEDING COMPANY OR IS REJECTED BY A RECEIVER OF THE CEDING COMPANY, THE CEDING
COMPANY WILL PROVIDE TO THE REINSURER WITHIN FORTY-FIVE (45) CALENDAR DAYS AFTER
THE TERMINATION EFFECTIVE DATE, A WRITTEN REPORT WHICH DOCUMENTS THE CEDING
COMPANY'S GOOD FAITH CALCULATION OF THE EMBEDDED VALUE AS OF THE TERMINATION
EFFECTIVE DATE (THE "EMBEDDED VALUE REPORT") AND WILL PAY AN AMOUNT EQUAL TO THE
EMBEDDED VALUE TO THE REINSURER UPON DELIVERY OF SUCH NOTICE.
THE CEDING
COMPANY WILL PROVIDE THE REINSURER WITH REASONABLE ACCESS TO KNOWLEDGEABLE
PERSONNEL TO PROMPTLY ASSIST IN THE EVALUATION OF SUCH CALCULATION.
WITHIN
THIRTY (30) CALENDAR DAYS AFTER RECEIPT OF THE EMBEDDED VALUE REPORT, THE
REINSURER SHALL NOTIFY THE CEDING COMPANY IN WRITING IF THE REINSURER DISAGREES
WITH THE CEDING COMPANY'S CALCULATION OF THE EMBEDDED VALUE.
DURING THE TEN
(10) BUSINESS DAYS IMMEDIATELY FOLLOWING THE DELIVERY OF SUCH NOTICE OF
DISAGREEMENT, THE CEDING COMPANY AND THE REINSURER WILL SEEK IN GOOD FAITH TO
RESOLVE ANY DISPUTES AS TO SUCH CALCULATION.
NOTWITHSTANDING ARTICLE XIV OF
THIS AGREEMENT, ANY AND ALL DISPUTES AS TO THE CALCULATION OF THE EMBEDDED VALUE
THAT HAVE NOT BEEN RESOLVED DURING SUCH TEN (10) BUSINESS DAY PERIOD SHALL BE
SUBMITTED TO AN INDEPENDENT ACTUARIAL FIRM REASONABLY AGREED TO BY EACH OF THE
CEDING COMPANY AND THE REINSURER FOR REVIEW AND DETERMINATION.
THE PARTIES
SHALL INSTRUCT THE INDEPENDENT ACTUARIAL FIRM TO RENDER ITS DECISION AS TO THE
APPROPRIATE CALCULATION OF THE EMBEDDED VALUE WITHIN THIRTY (30) CALENDAR DAYS
AFTER THE SUBMISSION OF THE MATTER FOR ITS REVIEW (OR AS SOON THEREAFTER AS
POSSIBLE).
THE PARTIES AGREE THAT THE ARBITRATION CONDUCTED BY THE INDEPENDENT
ACTUARIAL FIRM SHALL BE A "BASEBALL ARBITRATION".
AS SUCH, THE INDEPENDENT
ACTUARIAL FIRM SHALL EVALUATE WHICH OF THE PARTIES' TWO CALCULATIONS OF THE
EMBEDDED VALUE IS MORE REASONABLE IN LIGHT OF THE