Common use of ARBITRATION CLAUSE Clause in Contracts

ARBITRATION CLAUSE. All disputes or differences between Ceding Company and Reinsurer arising under or which are related to this Agreement upon which an amicable understanding cannot be reached within thirty (30) days shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except as hereinafter provided, and judgment upon the award entered by the arbitrators may be entered in any Court having jurisdiction thereof. The Court of Arbitrators provided for herein shall construe this Agreement in light of the prevailing custom and practices for reinsurance in the insurance industry. The Court of Arbitrators shall consist of three neutral arbitrators who must be active or retired officers of insurance companies other than Ceding Company or Reinsurer or anyone of their affiliates, familiar with the reinsurance business. The parties agree that this Court of Arbitrators, if implemented under this Agreement, shall be held at a site selected by the Arbitrators in the State of New York. The parties agree to arbitrate within thirty (30) days following the transmittal of written demand of either party to arbitrate any dispute arbitrable under this Agreement. Each of the parties shall appoint an arbitrator within thirty (30) days following notice of written demand to arbitrate, notifying the other party of the name and address of such arbitrator. If either party shall fail to appoint an Arbitrator as herein provided, or should the two arbitrators so named fail to select the third arbitrator within thirty (30) days of their appointment, then, in either event, the President of the American Council of Life Insurance or its successor shall appoint such second and/or third arbitrator. The three arbitrators so selected shall constitute the Court of Arbitrators. A decision of a majority of the Court of Arbitrators shall be final and binding and there shall be no appeal therefrom. The Court of Arbitrators shall not be bound by legal rules of procedure and may receive evidence in such a way as to do justice between the parties. The Court of Arbitrators shall promptly enter an award which shall do justice between the parties and the award shall be supported by a written opinion. The cost of arbitration, including but not limited to the fees of the arbitrators and attorneys, shall be borne by the losing party unless a Court of Arbitrators shall decide that, in light of the circumstances, such would be inequitable, in which case the arbitrators shall allocate costs among the parties.

ARBITRATION CLAUSE. All disputes Any dispute, controversy or differences between Ceding Company and Reinsurer claim arising under out of or which are related relating to this Agreement upon which an amicable understanding cannot be reached within thirty Agreement, or the breach thereof (30) days “Dispute”), shall be settled by arbitration in accordance with binding arbitration, conducted on a confidential basis, under the then current Commercial Arbitration Rules of the American Arbitration Association (“the Association, except as hereinafter provided, and judgment upon ”) strictly in accordance with the award entered by the arbitrators may be entered in any Court having jurisdiction thereof. The Court terms of Arbitrators provided for herein shall construe this Agreement in light and the substantive law of the prevailing custom and practices for reinsurance in the insurance industry. The Court of Arbitrators shall consist of three neutral arbitrators who must be active or retired officers of insurance companies other than Ceding Company or Reinsurer or anyone of their affiliates, familiar with the reinsurance business. The parties agree that this Court of Arbitrators, if implemented under this Agreement, shall be held at a site selected by the Arbitrators in the State of New York. The arbitration shall be held at a mutually agreeable location in New York, NY and conducted by one arbitrator chosen from a list of attorneys who are members of the Association’s commercial arbitration panel, from a neutral geographic location, who is knowledgeable about telecommunications systems and private branch exchange systems and who has been engaged in the practice of law for a period of at least ten (10) years. If the parties cannot promptly, within 30 days, agree on the selection of the arbitrator, the arbitrator will be chosen pursuant to arbitrate within thirty (30) days following Rule 13 of the transmittal Commercial Arbitration Rules of written demand the Association. The costs of either party the arbitration, including fees to arbitrate any dispute arbitrable under this Agreementbe paid to the arbitrator, shall be shared equally by the parties to the Dispute. Each of the parties shall appoint an arbitrator within thirty (30) days following notice of written demand to arbitrate, notifying the other party of the name and address of such arbitrator. If either party shall fail bear the cost of preparing and presenting its case to appoint an Arbitrator as herein provided, or should the two arbitrators so named fail to select the third arbitrator within thirty (30) days of their appointment, then, in either event, the President of the American Council of Life Insurance or its successor shall appoint such second and/or third arbitrator. The parties to the Dispute shall be limited to taking no more than three arbitrators so selected (3) depositions each. The length of each deposition shall constitute be limited to one (1) day. No interrogatories shall be permitted. The scope of document production shall be governed by the Court Commercial Arbitration Rules of Arbitrators. A the Association and the decision of a majority the arbitrator with respect thereto. The arbitration shall be completed within six (6) months from the date of the Court selection of Arbitrators the arbitrator. The arbitrator shall issue his/her award and a brief description of the basis for the award in writing. The judgment upon the award rendered by the arbitrator may be entered and enforced in any court of competent jurisdiction. Neither party shall be final precluded hereby from seeking provisional remedies in the courts of any jurisdiction including, but not limited to, temporary restraining orders and binding preliminary injunctions, to protect its rights and there shall be no appeal therefrom. The Court of Arbitrators interests, but such shall not be bound by legal rules of procedure and may receive evidence in such sought as a way as means to do justice between the partiesavoid or stay arbitration. The Court of Arbitrators shall promptly enter an award which shall do justice between parties agree that they have voluntarily agreed to arbitrate their disputes in accordance with the parties and the award shall be supported by a written opinion. The cost of arbitration, including but not limited to the fees of the arbitrators and attorneys, shall be borne by the losing party unless a Court of Arbitrators shall decide that, in light of the circumstances, such would be inequitable, in which case the arbitrators shall allocate costs among the partiesforegoing.

ARBITRATION CLAUSE. All The parties acknowledge and agree that the transactions contemplated herein, as well as the issuance of and payment of claims relating to the Coinsured Policies that are the subject of this Agreement, substantially affect and impact interstate commerce. Therefore, all disputes or differences between Ceding Company and Reinsurer arising under or which are related to this Agreement upon which an amicable understanding cannot be reached within thirty (30) days shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except as hereinafter provided, and judgment upon the award entered by the arbitrators may be entered in any Court state or federal court having jurisdiction thereof. The Court of Arbitrators provided for herein shall construe this Agreement in light of the prevailing custom and practices for reinsurance in the insurance industry. The Court of Arbitrators shall consist of three neutral arbitrators who must be active or retired officers of insurance companies companies, other than Ceding Company or Reinsurer or anyone any of their affiliates, familiar with the reinsurance business. The Court of Arbitrators shall be held in Houston, Texas; however, the parties agree that this Court of Arbitrators, if implemented under this Agreement, shall may be held at a an alternative site selected by the Arbitrators in the State of New YorkArbitrators. The parties agree to arbitrate within thirty (30) days following the transmittal of written demand of either party to arbitrate any dispute arbitrable under this Agreement. Each of the parties shall appoint an arbitrator within thirty (30) days following notice of written demand to arbitrate, notifying the other party of the name and address of such arbitrator. If either party shall fail to appoint an Arbitrator as herein provided, or should the two arbitrators so named fail to select the third arbitrator within thirty (30) days of their appointment, then, in either event, the President of the American Council of Life Insurance Arbitration Association or its successor shall appoint such second and/or third arbitrator. The three arbitrators so selected shall constitute the Court of Arbitrators. A decision of a majority of the Court of Arbitrators shall be final and binding and there shall be no appeal therefrom. The Court of Arbitrators shall not be bound by legal rules of procedure and may receive evidence in such a way as to do justice between the parties. The Court of Arbitrators shall promptly enter an award which shall do justice between the parties and the award shall be supported by a written opinion. The cost of arbitration, including but not limited to the fees of the arbitrators and attorneys, shall be borne by the losing party unless a Court of Arbitrators shall decide that, in light of the circumstances, such would be inequitable, in which case the arbitrators shall allocate costs among the parties.be

ARBITRATION CLAUSE. All disputes For any dispute not resolved by mediation such dispute or differences other matter in question between Ceding Company the Reinsured and Reinsurer the Reinsures arising under out of or which are related relating to the formation, interpretation, performance, or breach of this Agreement upon which an amicable understanding cannot be reached within thirty (30) days Agreement, whether such dispute arises before or after termination of this Agreement, shall be settled by arbitration. Arbitration shall be initiated by the delivery of a written notice of demand for arbitration in accordance with by one party to the Commercial Arbitration Rules other within a reasonable time after the dispute has arisen. Each party shall appoint an individual as arbitrator and the two so appointed shall then appoint a third arbitrator. If either party refuses or neglects to appoint an arbitrator within sixty days, the other party may appoint the second arbitrator. If the two arbitrators do not agree on a third arbitrator within sixty days of their appointment, each one of the American Arbitration Association, except as hereinafter provided, and judgment upon arbitrators shall nominate three individuals. Each arbitrator shall then decline two of the award entered nominations presented by the arbitrators may be entered in any Court having jurisdiction thereofother arbitrator. The Court of Arbitrators provided for herein third arbitrator shall construe this Agreement in light of then be chosen from the prevailing custom and practices for reinsurance in the insurance industryremaining two nominations by drawing lots. The Court of Arbitrators arbitrators shall consist of three neutral arbitrators who must be active or retired officers of insurance or reinsurance companies other than Ceding Company or Reinsurer Lloyd's of London Underwriters; the arbitrators shall be disinterested parties. The arbitration hearings shall be held in London, England, or anyone such place as may be mutually agreed by the arbitrators. Each party shall submit its case to the arbitrators within sixty days of the selection of the third arbitrator or within such longer period as may be agreed by the arbitrators. The arbitrators shall interpret this agreement as an honourable engagement and shall not be obliged to follow judicial formalities or the rules of evidence except to the extent required by English law; they shall make their affiliates, familiar with decisions according to the custom and practice of the reinsurance business. The parties agree that this Court of Arbitratorsdecision, if implemented under this Agreement, shall be held at a site selected rendered by the Arbitrators in the State of New York. The parties agree to arbitrate within thirty (30) days following the transmittal of written demand of either party to arbitrate any dispute arbitrable under this Agreement. Each of the parties shall appoint an arbitrator within thirty (30) days following notice of written demand to arbitrate, notifying the other party of the name and address of such arbitrator. If either party shall fail to appoint an Arbitrator as herein provided, or should the two arbitrators so named fail to select the third arbitrator within thirty (30) days of their appointment, then, in either event, the President of the American Council of Life Insurance or its successor shall appoint such second and/or third arbitrator. The three arbitrators so selected shall constitute the Court of Arbitrators. A decision of a majority of the Court of Arbitrators arbitrators, shall not include awards for Extra-Contractual Obligations and shall be final and binding and there on both parties. Such decision shall be no appeal therefroma condition precedent to any right of legal action arising out of the arbitrated dispute which either party may have against the other. The Court Judgment upon the award rendered may be entered in any court having jurisdiction thereof. Each party shall pay the fee and expenses of Arbitrators its own arbitrator and one half of the fee and expenses of the third arbitrator. In the event that two arbitrators are chosen by one party, as above provided, the fees and expenses of the arbitrators shall not be bound by legal rules equally divided between the two parties. All other expenses of procedure and may receive evidence in such a way as to do justice the arbitration shall be equally divided between the parties. The Court of Arbitrators This arbitration agreement shall promptly enter an award which shall do justice be construed as a separate and independent contract between the parties hereto and the award arbitration hereunder shall be supported by a written opinion. The cost of arbitration, including but not limited condition precedent to the fees commencement of any action at law. WAR EXCLUSION CLAUSE 1978 Loss or Damage directly or indirectly occasioned by, or happening through or in consequence of War, Invasion, Acts of Foreign Enemies, Hostilities (whether war be declared or not), Civil War, Rebellion, Revolution, Insurrection, Military or Usurped Power or Confiscation, or Nationalisation, or Requisition, or Destruction of or Damage to property by, or under the arbitrators order of, any government or public or local authority, but this exclusion shall not apply to business written in accordance with the Market War and attorneysCivil War Risks Exclusion Agreement, shall be borne by nor to business outside the losing party unless a Court scope of Arbitrators shall decide that, this Agreement. NUCLEAR EXCLUSION CLAUSES Nuclear Energy Risks for those applicable classes of business and territories as appropriate in light of accordance with the circumstances, such would be inequitable, in which case the arbitrators shall allocate costs among the partiesMarket clauses set out below.

ARBITRATION CLAUSE. All Any and all disputes and disagreements arising out of or differences between Ceding Company and Reinsurer arising under or which are related relating to this Agreement shall be submitted for resolution to an independent arbitrator, mutually agreed to by the Assignee and the Assignor, upon which the written request of the Assignee or the Assignor. If the parties are unable to mutually agree upon an amicable understanding cannot arbitrator within ten (10) calendar days after delivery of a written request for arbitration, the Assignee and the Assignor shall each nominate three individuals of whom the other party shall decline two of the three individuals nominated by the other, and the list of the remaining two nominees shall be reached submitted to a court of competent jurisdiction and the court shall select the third arbitrator from among the names submitted. If a party fails to nominate three individuals within thirty (30) calendar days shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Associationafter being requested to do so, except as hereinafter provided, and judgment upon the award entered by the arbitrators may be entered in any Court having jurisdiction thereof. The Court of Arbitrators provided for herein shall construe this Agreement in light of the prevailing custom and practices for reinsurance in the insurance industry. The Court of Arbitrators shall consist of three neutral arbitrators who must be active or retired officers of insurance companies other than Ceding Company or Reinsurer or anyone of their affiliates, familiar with the reinsurance business. The parties agree that this Court of Arbitrators, if implemented under this Agreement, shall be held at a site selected by the Arbitrators in the State of New York. The parties agree to arbitrate within thirty (30) days following the transmittal of written demand of either party to arbitrate any dispute arbitrable under this Agreement. Each of the parties shall appoint an arbitrator within thirty (30) days following notice of written demand to arbitrate, notifying the other party of shall also appoint the name second arbitrator and address of such the two arbitrators shall select the third arbitrator. If either party shall fail to appoint an Arbitrator as herein provided, or should the two arbitrators so named fail to select agree upon the appointment of a third arbitrator within thirty (30) calendar days after their nominations, each of their appointmentthem shall name three (3), then, in either event, of whom the President other shall decline two (2) and the decision shall be made by drawing lots. The members of the American Council board of Life Insurance arbitration shall be active or retired disinterested officials of insurance or reinsurance companies who have never been affiliated with the Assignor or Assignee, respectively. SUCH ARBITRATION PROCEEDING SHALL BE HELD IN NEW YORK, NEW YORK UNLESS OTHERWISE AGREED BY THE PARTIES HERETO. Each party shall submit its successor shall appoint such second and/or third arbitratorcase to the arbitrator(s) within thirty (30) calendar days after the date of appointment of the arbitrator(s). The three arbitrators so selected arbitrator(s) shall constitute make its determination with regard to the Court custom and usage of Arbitratorsthe insurance and reinsurance business and render a written decision solely as to the issue presented in the notice of arbitration within sixty (60) calendar days after such submission. A The majority decision of a majority of the Court of Arbitrators arbitrators shall be final and binding in all respects upon all parties hereto. Judgment upon any award may only be entered in a Federal court of competent jurisdiction located in the City, County and there shall be no appeal therefrom. The Court State of Arbitrators shall New York; PROVIDED, HOWEVER, that if such judgment cannot be bound by legal rules of procedure and may receive evidence entered in such a way as to do justice between Federal court expeditiously, such judgment only then may be entered in a state court of competent jurisdiction located in the partiesCity, County and State of New York. The Court of Arbitrators Arbitration hereunder shall promptly enter an award which shall do justice between take place in New York unless the parties Assignee and the Assignor agree otherwise. Except as otherwise provided herein, the Assignee and the Assignor shall jointly and equally bear the costs, fees, disbursements and other expenses of the arbitrator. It is agreed that the jurisdiction of the arbitrators to make or render any decision or award shall be supported by a written opinion. The cost of arbitration, including but not limited to the fees of the arbitrators and attorneys, shall be borne by the losing party unless a Court limit of Arbitrators shall decide thatliability expressly set forth in the Original Contract and in the Retrocession Agreement, in light of the circumstances, such would be inequitable, in which case and that the arbitrators shall allocate costs among the parties.have no jurisdiction to make any decision or render any award exceeding such expressly stated limits of liability, nor do they have the

ARBITRATION CLAUSE. All disputes For any dispute not resolved by mediation such dispute or differences other matter in question between Ceding Company the Reinsured and Reinsurer any of the reinsurers arising under out of, or which are related to relating to, the formation, interpretation, validity, performance, or breach of this Agreement upon which an amicable understanding cannot be reached within thirty (30) days Agreement, whether such dispute arises before or after termination of this Agreement, shall be settled by arbitration. Arbitration shall be initiated by the delivery of a written notice of demand for arbitration by one party to the other within a reasonable time after the dispute has arisen. If more than one reinsurer is involved in accordance with the Commercial Arbitration Rules same dispute, all such reinsurers shall constitute and act as one party for the purposes of this Article, provided, however, that nothing herein shall impair the rights of such reinsurers to assert several, rather than joint, defences or claims, nor be construed as changing the liability of the American Arbitration AssociationReinsurers under the terms of this Agreement from several to joint. Each party shall appoint an individual as arbitrator and the two so appointed shall then appoint a third arbitrator. If either party refuses or neglects to appoint an arbitrator within sixty days, except as hereinafter providedthe other party may appoint the second arbitrator. If the two arbitrators do not agree on a third arbitrator within sixty days of their appointment, and judgment upon each of the award entered arbitrators shall nominate three individuals. Each arbitrator shall then decline two of the nominations presented by the arbitrators may be entered in any Court having jurisdiction thereofother arbitrator. The Court of Arbitrators provided for herein third arbitrator shall construe this Agreement in light of then be chosen from the prevailing custom and practices for reinsurance in the insurance industryremaining two nominations by drawing lots. The Court of Arbitrators arbitrators shall consist of three neutral arbitrators who must be active or retired officers of insurance or reinsurance companies other than Ceding Company or Reinsurer Lloyd's of London Underwriters; the arbitrators shall be disinterested parties. The arbitration hearings shall be held in London, England, or anyone such place as may be mutually agreed by the arbitrators. Each party shall submit its case to the arbitrators within sixty days of the selection of the third arbitrator or within such longer period as may be agreed by the arbitrators. The arbitrators shall interpret this agreement as an honourable engagement and shall not be obliged to follow judicial formalities or the rules of evidence except to the extent required by English law; they shall make their affiliates, familiar with decisions according to the custom and practice of the reinsurance business. The parties agree that this Court of Arbitratorsdecision, if implemented under this Agreement, shall be held at a site selected rendered by the Arbitrators in the State of New York. The parties agree to arbitrate within thirty (30) days following the transmittal of written demand of either party to arbitrate any dispute arbitrable under this Agreement. Each of the parties shall appoint an arbitrator within thirty (30) days following notice of written demand to arbitrate, notifying the other party of the name and address of such arbitrator. If either party shall fail to appoint an Arbitrator as herein provided, or should the two arbitrators so named fail to select the third arbitrator within thirty (30) days of their appointment, then, in either event, the President of the American Council of Life Insurance or its successor shall appoint such second and/or third arbitrator. The three arbitrators so selected shall constitute the Court of Arbitrators. A decision of a majority of the Court of Arbitrators arbitrators, shall not include awards for Extra Contractual Obligations and shall be final and binding and there on both parties. Such decision shall be no appeal therefroma condition precedent to any right of legal action arising out of the arbitrated dispute which either party may have against the other. The Court Judgement upon the award rendered may be entered in any court having jurisdiction thereof. Each party shall pay the fees and expenses of Arbitrators its own arbitrator and one-half of the fees and expenses of the third arbitrator. In the event that two arbitrators are chosen by one party, as above provided, the fees and expenses of the arbitrators shall not be bound by legal rules equally divided between the two parties. All other expenses of procedure and may receive evidence in such a way as to do justice the arbitration shall be equally divided between the parties. The Court of Arbitrators This arbitration agreement shall promptly enter an award which shall do justice be construed as a separate and independent contract between the parties hereto and the award arbitration hereunder shall be supported a condition precedent to the commencement of any action at law. This Agreement has been executed and signed in duplicate and exchanged between the parties. Signed in London, this 15th day of April 2003 For and on behalf of WELLINGTON UNDERWRITING, SYNDICATE 2020,. /s/ WELLINGTON UNDERWRITING, SYNDICATE 2020 ------------------------------------------------ Signed in London, this 15th day of April 2003 For a share of 100% of this Agreement For and on behalf of ASPEN INSURANCE UK LIMITED /s/ ASPEN INSURANCE UK LIMITED ------------------------------------------------ R432762D0E APPENDIX A attaching to QUALIFYING QUOTA SHARE AGREEMENT for WELLINGTON UNDERWRITING, SYNDICATE 2020, OUTSTANDING CLAIMS ADVANCE CLAUSE Applicable to so-called US Situs and/or Surplus Lines business protected hereunder, which falls within the scope of the Lloyd's Trust Fund Regulations (appropriate to policies incepting on or after 1st August, 1995). In respect of all loss or losses arising in respect of that business designated above, the Reinsurer agrees within 14 days, if so requested by a written opinion. The cost the Reinsured, to provide by special settlement an Outstanding Claims Advance equal to its proportionate share of arbitration, outstanding losses hereunder including Incurred but not limited to the fees Reported (IBNR) losses, by one of the arbitrators and attorneys, shall following two (2) alternatives to be borne chosen by the losing party unless a Court of Arbitrators shall decide that, in light of Reinsured following good faith efforts to reach mutual agreement with the circumstances, such would be inequitable, in which case the arbitrators shall allocate costs among the parties.Reinsurer:

ARBITRATION CLAUSE. All General Average and arbitration in London, English law to apply.Any and all differences and disputes or differences between Ceding Company and Reinsurer of whatsoever nature arising under or which are related to out of this Agreement upon which an amicable understanding cannot be reached within thirty (30) days charter shall be settled by put to arbitration in accordance with the Commercial Arbitration Rules City of London pursuant to the law relating to arbitration there in force, before a board of three persons, consisting of one Arbitrator to be appointed by the Owners, one by the Charterers, and one by the two so chosen. The decision of any two of three on any point or points shall be final. Either party hereto may call for such arbitration by service upon any officer of the American Arbitration Association, except as hereinafter provided, and judgment upon the award entered by the arbitrators other wherever he may be entered in any Court having jurisdiction thereof. The Court found, of Arbitrators provided for herein shall construe this Agreement in light of the prevailing custom and practices for reinsurance in the insurance industry. The Court of Arbitrators shall consist of three neutral arbitrators who must be active or retired officers of insurance companies other than Ceding Company or Reinsurer or anyone of their affiliates, familiar with the reinsurance business. The parties agree that this Court of Arbitrators, if implemented under this Agreement, shall be held at a site selected by the Arbitrators in the State of New York. The parties agree to arbitrate within thirty (30) days following the transmittal of written demand of either party to arbitrate any dispute arbitrable under this Agreement. Each of the parties shall appoint an arbitrator within thirty (30) days following notice of written demand to arbitrate, notifying the other party of specifying the name and address of the Arbitrator chosen by the first moving party and a brief description of the disputes or differences which such arbitratorparty desires to put to arbitration. If either the other party shall not, by notice served upon an officer of the first moving party within 20 days of the service of such first notice, appoint its Arbitrator to arbitrate the dispute of differences specified, then the first moving party shall have the right without further notice to appoint a second Arbitrator, who shall be disinterested person, with precisely the same force and effect as if said second Arbitrator has been appointed by the other party. In the event that the two Arbitrators fail to appoint an a third Arbitrator within 20 days of appointment of the second Arbitrator either Arbitrator may apply to a Judge of any Court of Maritime Jurisdiction in the City of above mentioned for the appointment of a third Arbitrator, and the appointment such Arbitrator by such judge on such application shall have precisely the force and effect as herein provided, or should if such arbitrator have been appointed by the two arbitrators so named fail Arbitrators until such time as the arbitrator finally close the hearings of differences under this Charter for hearing and determination awards made in pursuant to select the third arbitrator within thirty (30) days of their appointment, then, in either event, the President of the American Council of Life Insurance or its successor shall appoint such second and/or third arbitrator. The three arbitrators so selected shall constitute the Court of Arbitrators. A decision of a majority of the Court of Arbitrators shall be final and binding and there shall be no appeal therefrom. The Court of Arbitrators shall not be bound by legal rules of procedure and this clause may receive evidence in such a way as to do justice between the parties. The Court of Arbitrators shall promptly enter an award which shall do justice between the parties and the award shall be supported by a written opinion. The cost of arbitrationinclude cost, including but not limited to a reasonable allowance for Attorney’s fees, and judgement may be entered upon any award made hereunder in any court having jurisdiction in the fees of the arbitrators and attorneys, shall be borne by the losing party unless a Court of Arbitrators shall decide that, in light of the circumstances, such would be inequitable, in which case the arbitrators shall allocate costs among the partiespremises.

ARBITRATION CLAUSE. All disputes For any dispute not resolved by mediation such dispute or differences other matter in question between Ceding Company the Reinsured and the Reinsurer arising under out of, or which are related relating to the formation, interpretation, performance, or breach of this Agreement upon which an amicable understanding cannot be reached within thirty (30) days Agreement, whether such dispute arises before or after termination of this Agreement, shall be settled by arbitration. Arbitration shall be initiated by the delivery of a written notice of demand for arbitration in accordance with by one party to the Commercial Arbitration Rules other within a reasonable time after the dispute has arisen. Each party shall appoint an individual as arbitrator and the two so appointed shall then appoint a third arbitrator. If either party refuses or neglects to appoint an arbitrator within sixty days, the other party may appoint the second arbitrator. If the two arbitrators do not agree on a third arbitrator within sixty days of their appointment, each one of the American Arbitration Association, except as hereinafter provided, and judgment upon arbitrators shall nominate three individuals. Each arbitrator shall then decline two of the award entered nominations presented by the arbitrators may be entered in any Court having jurisdiction thereofother arbitrator. The Court of Arbitrators provided for herein third arbitrator shall construe this Agreement in light of then be chosen from the prevailing custom and practices for reinsurance in the insurance industryremaining two nominations by drawing lots. The Court of Arbitrators arbitrators shall consist of three neutral arbitrators who must be active or retired officers of insurance or reinsurance companies other than Ceding Company or Reinsurer Lloyd's of London Underwriters; the arbitrators shall be disinterested parties. The arbitration hearings shall be held in London, England, or anyone such place as may be mutually agreed by the arbitrators. Each party shall submit its case to the arbitrators within sixty days of the selection of the third arbitrator or within such longer period as may be agreed by the arbitrators. The arbitrators shall interpret this agreement as an honourable engagement and shall not be obliged to follow judicial formalities or the rules of evidence except to the extent required by English law; they shall make their affiliates, familiar with decisions according to the custom and practice of the reinsurance business. The parties agree that this Court of Arbitratorsdecision, if implemented under this Agreement, shall be held at a site selected rendered by the Arbitrators in the State of New York. The parties agree to arbitrate within thirty (30) days following the transmittal of written demand of either party to arbitrate any dispute arbitrable under this Agreement. Each of the parties shall appoint an arbitrator within thirty (30) days following notice of written demand to arbitrate, notifying the other party of the name and address of such arbitrator. If either party shall fail to appoint an Arbitrator as herein provided, or should the two arbitrators so named fail to select the third arbitrator within thirty (30) days of their appointment, then, in either event, the President of the American Council of Life Insurance or its successor shall appoint such second and/or third arbitrator. The three arbitrators so selected shall constitute the Court of Arbitrators. A decision of a majority of the Court of Arbitrators arbitrators, shall not include awards for Extra-Contractual Obligations and shall be final and binding and there on both parties. Such decision shall be no appeal therefroma condition precedent to any right of legal action arising out of the arbitrated dispute which either party may have against the other. The Court Judgement upon the award rendered may be entered in any court having jurisdiction thereof. Each party shall pay the fee and expenses of Arbitrators its own arbitrator and one half of the fee and expenses of the third arbitrator. In the event that two arbitrators are chosen by one party, as above provided, the fees and expenses of the arbitrators shall not be bound by legal rules equally divided between the two parties. All other expenses of procedure and may receive evidence in such a way as to do justice the arbitration shall be equally divided between the parties. The Court of Arbitrators This arbitration agreement shall promptly enter an award which shall do justice be construed as a separate and independent contract between the parties hereto and the award arbitration hereunder shall be supported by a written opinion. The cost of arbitration, including but not limited condition precedent to the fees commencement of the arbitrators and attorneys, shall be borne by the losing party unless a Court of Arbitrators shall decide that, in light of the circumstances, such would be inequitable, in which case the arbitrators shall allocate costs among the partiesany action at law.

ARBITRATION CLAUSE. All disputes or differences between Ceding Company and Reinsurer arising under or which are related in connection with this Agreement, other than claims for rescission or reformation of this Agreement, shall be submitted to the American Arbitration Association under its then prevailing commercial arbitration rules. Any party seeking arbitration hereunder (the "Claimant") of any dispute shall initiate such arbitration by the delivery of a written notice of demand for arbitration to the other party (the "Respondent") within a reasonable time after the dispute has arisen. The arbitration will be held before a panel (the "Panel") of three (3) arbitrators in New York, New York, U.S.A. Each party shall choose one (1) arbitrator and the two (2) party-selected arbitrators shall select a third arbitrator who will serve as Chairman of the Panel. If the Respondent fails to appoint its arbitrator within sixty (60) days after being requested to do so by the Claimant, the then incumbent Regional Director of the American Arbitration Association in New York, New York or his delegate shall appoint the second arbitrator. If the two arbitrators fail to agree upon the appointment of the third arbitrator within sixty (60) days after their nominations, each of them shall name three candidates, two of whom may be rejected by the other and the selection of the third arbitrator from the two remaining candidates shall be made by the then incumbent Regional Director of the American Arbitration Association in New York, New York or his delegate. All arbitrators will be active or retired disinterested officers of insurance or reinsurance companies, commercial banks or other financial institutions not under the control of, controlling, or under common control with, either party to this Agreement upon which an amicable understanding cannot Agreement, and shall be reached knowledgeable about the financial guaranty insurance business and accounts receivable financing. The Claimant shall submit its pre-hearing brief to the Panel within forty five (45) days from appointment of the third arbitrator. The Respondent shall submit its brief within forty five (45) days thereafter and the Claimant may submit a reply brief within thirty (30) days after filing of the Respondent's brief. The periods of time may be extended by unanimous consent in writing of the Panel. The rules and procedures for pre-hearing investigations shall be settled established by the Panel. The Panel shall make its decision giving regard to the custom and usage of the insurance and reinsurance business. The Panel shall issue its decision in writing based upon a hearing in which evidence may be introduced without following the strict rules of evidence but in which cross-examination and rebuttal shall be allowed. At such hearing, the Reinsurer shall have the right to be represented by counsel of its own choice. The Panel shall make its decision within sixty (60) days following the termination of the hearings unless the parties consent to an extension. The majority decision of the Panel, upon delivery thereof to the parties, shall be final and binding upon all parties to the proceeding. To the extent allowed by applicable law, any arbitral award hereunder and any judgment thereon shall bear interest at the rate equal from time to time to the rate publicly announced by Citibank, N.A. from time to time as its prime rate plus two percent (2%). Any such award shall be payable in United States Dollars in New York, New York. To the extent any rules or procedures necessary to conduct such arbitration in accordance with are not specified by this arbitration clause, the Commercial Arbitration Rules of the American Arbitration AssociationAssociation and the Convention on Recognition and Enforcement of Foreign Arbitral Awards (June 10, except 1958) shall be used as hereinafter provided, guidelines in fashioning such rules or procedures. The Company and judgment upon the award entered Reinsurer shall each bear the expenses of its own arbitrator and its own counsel and shall jointly bear with the other party the expenses of the third arbitrator. The remaining costs of the arbitration proceeding shall be allocated by the arbitrators may be entered in any Court having jurisdiction thereof. The Court of Arbitrators provided for herein shall construe this Agreement in light of the prevailing custom and practices for reinsurance in the insurance industry. The Court of Arbitrators shall consist of three neutral arbitrators who must be active or retired officers of insurance companies other than Ceding Company or Reinsurer or anyone of their affiliates, familiar with the reinsurance businessPanel. The parties agree that this consent to the jurisdiction of the Supreme Court of Arbitrators, if implemented under this Agreement, shall be held at a site selected by the Arbitrators in the State of New York, County of New York, and of the United States District Court for the Southern District of New York, for all purposes in connection with such arbitration, including without limitation any application to compel arbitration or to confirm any arbitration award. The parties agree consent that any process or notice of motion or other application to arbitrate within thirty (30) days following either of said Courts, and any paper in connection with arbitration, may be served by certified mail, return receipt requested, or by personal service or in such other manner as may be permissible under the transmittal of written demand of either party to arbitrate any dispute arbitrable under this Agreement. Each rules of the parties shall appoint an arbitrator within thirty (30) days following notice of written demand to arbitrate, notifying the other party of the name and address of such arbitrator. If either party shall fail to appoint an Arbitrator as herein provided, applicable court or should the two arbitrators so named fail to select the third arbitrator within thirty (30) days of their appointment, then, in either event, the President of the American Council of Life Insurance or its successor shall appoint such second and/or third arbitrator. The three arbitrators so selected shall constitute the Court of Arbitrators. A decision of a majority of the Court of Arbitrators shall be final and binding and there shall be no appeal therefrom. The Court of Arbitrators shall not be bound by legal rules of procedure and may receive evidence in such a way as to do justice between the parties. The Court of Arbitrators shall promptly enter an award which shall do justice between the parties and the award shall be supported by a written opinion. The cost board of arbitration, including but not limited provided a reasonable time for appearances is allowed. Such service upon the Company shall be directed to the fees Company, in care of the arbitrators and attorneys, Company's President. Such service upon the Reinsurer shall be borne by directed to the losing party unless a Court Reinsurer in care of Arbitrators shall decide that, in light of the circumstances, such would be inequitable, in which case the arbitrators shall allocate costs among the partiesits General Counsel.