AS OFTEN AS REASONABLY NECESSARY IN ORDER TO GATHER AND
FURNISH THE OTHER WITH ALL APPROPRIATE AND RELEVANT INFORMATION CONCERNING THE
DISPUTE.
THE OFFICERS WILL DISCUSS THE MATTER IN DISPUTE AND WILL NEGOTIATE IN
GOOD FAITH WITHOUT THE NECESSITY OF FORMAL ARBITRATION PROCEEDINGS.
DURING THE
NEGOTIATION PROCESS, ALL REASONABLE REQUESTS MADE BY ONE OFFICER TO THE OTHER
FOR INFORMATION WILL BE HONORED.
THE SPECIFIC FORMAT FOR SUCH DISCUSSIONS WILL
BE DECIDED BY THE DESIGNATED OFFICERS.
(B)
IF THE OFFICERS CANNOT RESOLVE THE DISPUTE
WITHIN THIRTY (30) CALENDAR DAYS OF THEIR FIRST MEETING, THE DISPUTE WILL BE
SUBMITTED TO FORMAL ARBITRATION PURSUANT TO SECTION 14.02, UNLESS THE PARTIES
AGREE IN WRITING TO EXTEND THE NEGOTIATION PERIOD FOR AN ADDITIONAL THIRTY (30)
CALENDAR DAYS.
SECTION 14.02
ARBITRATION.
(A)
IT IS THE INTENTION OF THE REINSURER AND
THE CEDING COMPANY THAT THE CUSTOMS AND PRACTICES OF THE INSURANCE AND
REINSURANCE INDUSTRY WILL BE GIVEN FULL EFFECT IN THE OPERATION AND
INTERPRETATION OF THIS AGREEMENT.
THE PARTIES AGREE TO ACT IN ALL MATTERS WITH
THE UTMOST GOOD FAITH.
HOWEVER, IF THE REINSURER AND THE CEDING COMPANY CANNOT
MUTUALLY RESOLVE A DISPUTE THAT ARISES OUT OF OR RELATES TO THIS AGREEMENT,
INCLUDING, WITHOUT LIMITATION, THE VALIDITY OF THIS AGREEMENT, AND THE DISPUTE
CANNOT BE RESOLVED THROUGH THE NEGOTIATION PROCESS, THEN, EXCEPT AS OTHERWISE
PROVIDED IN SECTION 9.03(H) (RELATING TO STATUTORY IMPAIRMENTS OF ASSETS HELD IN
THE FUNDS WITHHELD ACCOUNT), AND SECTION 11.03(C) (RELATING TO THE EMBEDDED
VALUE OF THE REINSURED POLICIES), THE DISPUTE WILL BE FINALLY SETTLED BY
ARBITRATION IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 14.02.
(B)
TO INITIATE ARBITRATION, EITHER THE CEDING
COMPANY OR THE REINSURER WILL NOTIFY THE OTHER PARTY BY CERTIFIED MAIL OF ITS
DESIRE TO ARBITRATE, STATING THE NATURE OF THE DISPUTE AND THE REMEDY SOUGHT.
(C)
ANY ARBITRATION PURSUANT TO THIS
SECTION 14.02 WILL BE CONDUCTED BEFORE A PANEL OF THREE ARBITRATORS WHO WILL BE
CURRENT OR FORMER OFFICERS OF LIFE INSURANCE OR LIFE REINSURANCE COMPANIES OTHER
THAN THE PARTIES TO THIS AGREEMENT, THEIR AFFILIATES OR SUBSIDIARIES, OR OTHER
PROFESSIONALS WITH EXPERIENCE IN LIFE INSURANCE OR REINSURANCE, PROVIDED THAT
SUCH PROFESSIONALS SHALL NOT HAVE PERFORMED SERVICES FOR EITHER PARTY WITHIN THE
PREVIOUS FIVE (5) YEARS.
EACH OF THE ARBITRATORS WILL BE FAMILIAR WITH THE
PREVAILING CUSTOMS AND PRACTICES FOR REINSURANCE IN THE LIFE INSURANCE AND LIFE
REINSURANCE INDUSTRY IN THE UNITED STATES.
EACH OF THE PARTIES WILL APPOINT ONE
ARBITRATOR AND THE TWO SO APPOINTED WILL SELECT THE THIRD ARBITRATOR WHO SHALL
BE INDEPENDENT AND IMPARTIAL.
IF EITHER PARTY REFUSES OR FAILS TO APPOINT AN
ARBITRATOR WITHIN SIXTY (60) CALENDAR DAYS AFTER THE OTHER PARTY HAS GIVEN
WRITTEN NOTICE TO SUCH PARTY OF ITS ARBITRATOR APPOINTMENT, THE PARTY THAT HAS
GIVEN NOTICE MAY APPOINT THE SECOND ARBITRATOR.
IF THE TWO ARBITRATORS DO NOT
AGREE ON A THIRD ARBITRATOR WITHIN THIRTY (30) CALENDAR DAYS OF THE APPOINTMENT
OF THE SECOND ARBITRATOR, THEN THE THIRD ARBITRATOR SHALL BE SELECTED BY THE
ARIAS-
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U.S. UMPIRE SELECTION PROCEDURE (AVAILABLE AT