THE STATE OF IOWA, OR THE STATE COURTS
OF SUCH STATE, HAVE JURISDICTION TO HEAR ANY MATTER RELATING TO COMPELLING
ARBITRATION OR ENFORCING THE JUDGMENT OF AN ARBITRAL PANEL, AND THE PARTIES
HEREBY CONSENT TO SUCH JURISDICTION.
EACH PARTY HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF SUCH VENUE, OR ANY CLAIM THAT A PROCEEDING HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.
IN ADDITION, THE CEDING COMPANY AND REINSURER HEREBY
CONSENT TO SERVICE OF PROCESS OUT OF SUCH COURTS AT THE ADDRESSES SET FORTH IN
SECTION 19.06.
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(F)
UNLESS THE ARBITRATORS DECIDE OTHERWISE, EACH PARTY WILL BEAR THE
EXPENSE OF ITS OWN ARBITRATION ACTIVITIES, INCLUDING ITS APPOINTED ARBITRATOR
AND ANY OUTSIDE ATTORNEY AND WITNESS FEES.
THE PARTIES WILL JOINTLY BEAR THE
EXPENSE OF THE THIRD ARBITRATOR.
(G)
WAIVER OF TRIAL BY JURY.
THE REINSURER AND THE CEDING COMPANY
HEREBY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY MATTER ARISING OUT OF OR
RELATING TO THIS AGREEMENT.
ARTICLE XVI
INSOLVENCY
SECTION 16.01
INSOLVENCY.
(A)
A PARTY TO THIS AGREEMENT WILL BE DEEMED "INSOLVENT" WHEN IT:
(I)
APPLIES FOR OR CONSENTS TO THE APPOINTMENT OF A RECEIVER,
REHABILITATOR, CONSERVATOR, LIQUIDATOR OR STATUTORY SUCCESSOR (THE "AUTHORIZED
REPRESENTATIVE") OF ITS PROPERTIES OR ASSETS;
(II)
IS ADJUDICATED AS BANKRUPT OR INSOLVENT;
(III)
FILES OR CONSENTS TO THE FILING OF A PETITION IN BANKRUPTCY,
SEEKS REORGANIZATION OR AN ARRANGEMENT WITH CREDITORS OR TAKES ADVANTAGE OF ANY
BANKRUPTCY, DISSOLUTION, LIQUIDATION, REHABILITATION, CONSERVATION OR SIMILAR
LAW OR STATUTE; OR
(IV)
BECOMES THE SUBJECT OF AN ORDER TO REHABILITATE OR AN ORDER TO
LIQUIDATE AS DEFINED BY THE INSURANCE CODE OF THE JURISDICTION OF THE PARTY'S
DOMICILE.
(B)
IN THE EVENT OF THE INSOLVENCY OF EITHER PARTY, THE RIGHTS OR
REMEDIES OF THIS AGREEMENT WILL REMAIN IN FULL FORCE AND EFFECT.
(C)
INSOLVENCY OF THE CEDING COMPANY.
IN THE EVENT OF THE INSOLVENCY
OF THE CEDING COMPANY:
(I)
THE REINSURANCE PROVIDED UNDER THIS AGREEMENT WILL BE PAYABLE BY
THE REINSURER DIRECTLY TO THE CEDING COMPANY OR ITS AUTHORIZED REPRESENTATIVE,
WITHOUT DIMINUTION BECAUSE OF SUCH INSOLVENCY, ON THE BASIS OF THE REPORTED
CLAIMS ALLOWED AGAINST THE CEDING COMPANY BY ANY COURT OF COMPETENT JURISDICTION
OR BY THE AUTHORIZED REPRESENTATIVE HAVING AUTHORITY TO ALLOW SUCH CLAIMS.
(II)
THE REINSURER WILL BE LIABLE ONLY FOR BENEFITS REINSURED AS
BENEFITS BECOME DUE UNDER THE TERMS OF THE REINSURED POLICIES AND WILL NOT BE OR
BECOME LIABLE FOR ANY AMOUNTS OR RESERVES TO BE HELD BY THE CEDING COMPANY AS TO
THE REINSURED POLICIES OR FOR ANY DAMAGES OR PAYMENTS RESULTING FROM THE
TERMINATION OR RESTRUCTURING OF THE REINSURED POLICIES THAT ARE NOT OTHERWISE
EXPRESSLY COVERED BY THIS AGREEMENT.
THE CEDING COMPANY OR ITS AUTHORIZED
REPRESENTATIVE WILL GIVE WRITTEN NOTICE TO THE REINSURER OF ALL PENDING CLAIMS
AGAINST THE CEDING COMPANY ON ANY REINSURED POLICIES
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WITHIN A REASONABLE TIME AFTER FILING IN THE INSOLVENCY PROCEEDINGS. WHILE A
CLAIM IS PENDING, THE REINSURER MAY INVESTIGATE