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 IX.
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 19.02, 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 XV 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 EVIDENCE PROVIDED BY BOTH PARTIES IN CONNECTION
WITH THEIR RESPECTIVE SUBMISSIONS TO THE INDEPENDENT ACTUARIAL FIRM.
THE
INDEPENDENT ACTUARIAL FIRM SHALL SELECT ONE AND ONLY ONE OF THE