VARIABLE ANNUITY REINSURANCE AGREEMENT
This Agreement
is by and between
ANCHOR NATIONAL LIFE INSURANCE COMPANY
("CEDING COMPANY")
Los Angeles, CA
and
[redacted] ABC LIFE REINSURANCE [redacted] ("REINSURER")
[redacted]
1
TABLE OF CONTENTS
ARTICLE PAGE
------- ----
Access to Records IX 12
Arbitration XIII 14
Automatic Provisions IV 7
Confidentiality IX 12
Currency XI 13
Definitions I 3
Effective Date, Business Covered, Term and Termination III 6
Insolvency XII 13
Litigation VIII 11
Miscellaneous XV 15
Governing Law XVI 16
Notices XVIII 16
Offset XIV 15
Parties to the Agreement II 6
Premium Accounting V 10
Reinsurance Claim Settlement VI 10
Reserves VII 11
Service of Suit XVII 16
Unintentional Errors, Misunderstandings, or Omissions X 13
SCHEDULES
A-1 Description of Guaranteed Minimum Death Benefit (GMDB) and Earnings
Enhancement Benefit (EEB) for CONTRACT TYPES listed in Schedule B-1
B-1 CONTRACT TYPES Reinsured Under this Agreement
B-2 Investment Funds Under CONTRACT TYPES Reinsured Under this Reinsurance
Agreement
C-1 Limits and Rules of CEDING COMPANY
C-2 Limits and Rules of REINSURER
D REINSURANCE PREMIUM RATE
E REINSURER'S Quota Share
F Monthly Reporting Format and Data Requirements
2
ARTICLE I - DEFINITIONS
A. DURATION OF AGREEMENT:
EFFECTIVE DATE means January 1, 2002 for CONTRACT TYPES other than the
[redacted] Variable Annuity. For the [redacted] Variable Annuity, EFFECTIVE DATE
means November 1, 2001.
BUSINESS DAY means any day that securities are traded on the New York Stock
Exchange.
MONTHLY VALUATION DATE means the last BUSINESS DAY of any month.
TERMINATION DATE means the date the last ACTIVE CONTRACT is terminated due to
death, lapse, surrender, the annuitant reaching the maximum annuitization age,
annuitization or some other valid contingency.
B. CONTRACT DEFINITIONS:
VARIABLE ANNUITY CONTRACT means a written annuity contract issued by the CEDING
COMPANY to a contract owner under which CEDING COMPANY agrees to provide
specified benefits in accordance with specified terms and conditions.
ACTIVE CONTRACT means a VARIABLE ANNUITY CONTRACT, other than an EXCLUDED
CONTRACT, which is in effect, which has not been terminated due to death, lapse,
surrender, the annuitant's reaching the maximum annuitization age, or some other
valid contingency, and which has not been annuitized.
EXCLUDED CONTRACT means any VARIABLE ANNUITY CONTRACT that has elected one of
the Excluded Contract Features identified in Schedule B-1. Any EXCLUDED CONTRACT
shall be treated as such only on and after the date as of which it makes that
election.
RETAIL ANNUITY PREMIUMS means contributions made in accordance with the
provisions of any VARIABLE ANNUITY CONTRACT by or on behalf of its owner,
whether referred to as purchase payments, premiums, deposits or otherwise, in
amounts not in excess of the limit provided in Schedule C-1.
CONTRACT TYPE means any one of the VARIABLE ANNUITY CONTRACT forms specified in
Schedule B-1. CONTRACT TYPE also means any updated versions of a VARIABLE
ANNUITY CONTRACT form specified in Schedule B-1, which shall be amended to
reflect such updated versions.
GMDB TYPE means any one of the Guaranteed Minimum Death Benefits specified in
the VARIABLE ANNUITY CONTRACTS and described in Schedule A-1.
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EEB TYPE means any one of the Earnings Enhancement Benefits specified in the
VARIABLE ANNUITY CONTRACTS and described in Schedule A-1.
C. REINSURANCE PREMIUM DEFINITIONS:
ACCOUNT VALUE means, for each VARIABLE ANNUITY CONTRACT, the sum of the invested
assets in the investment funds shown in Schedule B-2.
REINSURED ACCOUNT VALUE means the ACCOUNT VALUE multiplied by the REINSURER'S
Quota Share, as shown in Schedule E.
REINSURANCE PREMIUM RATE means the premium rate provided in Schedule D, for each
CONTRACT TYPE.
MONTHLY REINSURANCE PREMIUM RATE means the REINSURANCE PREMIUM RATE divided by
12.
MONTHLY REINSURANCE PREMIUM means the sum, for all ACTIVE CONTRACTS reinsured
under this Agreement, of the product of (i) the MONTHLY REINSURANCE PREMIUM RATE
and (ii) the average of (a) the REINSURED ACCOUNT VALUE as of the current
month's MONTHLY VALUATION DATE and (b) the REINSURED ACCOUNT VALUE as of the
previous month's MONTHLY VALUATION DATE. If this calculation produces a figure
smaller than the MINIMUM MONTHLY REINSURANCE PREMIUM, then the MONTHLY
REINSURANCE PREMIUM shall be the MINIMUM MONTHLY REINSURANCE PREMIUM.
MINIMUM MONTHLY REINSURANCE PREMIUM means[redacted]
REINSURANCE PREMIUM DUE DATE means the MONTHLY VALUATION DATE.
REMITTANCE DATE means the MONTHLY VALUATION DATE following the REINSURANCE
PREMIUM DUE DATE.
D. REINSURANCE CLAIM DEFINITIONS:
GMDB AMOUNT means, in accordance with each VARIABLE ANNUITY CONTRACT, the CEDING
COMPANY'S contractually determined minimum amount payable on the death of the
life which the contract/death benefit is based.
EEB NET AMOUNT AT RISK means, in accordance with each VARIABLE ANNUITY CONTRACT,
the CEDING COMPANY'S contractually determined amount in excess of the ACCOUNT
VALUE payable upon death of the annuitant in accordance with the VARIABLE
ANNUITY CONTRACT.
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[redacted]
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ARTICLE II - PARTIES TO THE AGREEMENT
This Agreement shall be binding upon and shall inure solely to the benefit of
the CEDING COMPANY and the REINSURER, and their respective successors and
permitted assignees. Nothing in this Agreement in any manner is intended to
create or shall create any obligations as to or rights against the REINSURER or
establish any legal relationship between the REINSURER and any third party or
any persons not party to this Agreement, including without limitation,
annuitants, contract owners, certificate owners, beneficiaries, applicants or
assignees under any VARIABLE ANNUITY CONTRACT covered by this Agreement, except
as provided in the Insolvency Article.
ARTICLE III - EFFECTIVE DATE, BUSINESS COVERED, TERM AND TERMINATION
A. This Agreement is effective as of 12:01 a.m. Eastern Standard Time, on the
EFFECTIVE DATE.
B. Business covered by this Agreement includes VARIABLE ANNUITY CONTRACTS
issued by the CEDING COMPANY that:
(i) are among the CONTRACT TYPES identified by form number (and all state
variations thereof) and which satisfy all the specifications contained
in Schedule B-1;
(ii) have assets invested only to the investment funds listed in Schedule
B-2;
(iii)are issued on and after the EFFECTIVE DATE but prior to the date
determined in Section C (i) or (ii) below;
(iv) are issued in accordance with the limits and rules described in
Schedule C-1;
(v) are in compliance with all of the other terms and provisions of this
Agreement and Schedules; and
(vi) are ACTIVE CONTRACTS.
C. Business covered by this Agreement does not include new VARIABLE ANNUITY
CONTRACTS issued by the CEDING COMPANY on and after the earlier of (i)
11:59 p.m. Eastern Standard Time, on December 31, 2004 or (ii) the date
that cumulative RETAIL ANNUITY PREMIUMS paid on ACTIVE CONTRACTS exceed the
limit provided in schedule C-2.
D. Either party may terminate this Agreement upon 45 days notice in the event
that:
1. The other party should at any time (whether voluntarily or otherwise)
become insolvent, or suffer any impairment of capital, or become the
subject of any liquidation, rehabilitation, receivership, supervision,
conservation, or bankruptcy action or proceeding (whether judicial or
otherwise) or of a proposed Scheme of Arrangement, or
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be acquired or controlled (whether directly or indirectly) by any
other company or organization; or
2. There is a severance or obstruction of free and unfettered
communication and/or normal commercial and/or financial intercourse
between the United States of America and the country in which the
Reinsurer is incorporated or has its principal office as a result of
war, currency regulations, or any circumstances arising out of
political, financial or economic emergency, and such severance or
obstruction has lasted over 30 days as of the date that notice of
termination is provided.
E. Termination under paragraph D shall be effected by written notice.
F. The REINSURER shall have the option of terminating this Agreement upon 30
days written notice should the CEDING COMPANY fail to pay undisputed
MONTHLY REINSURANCE PREMIUM on or before the REMITTANCE DATE. If REINSURER
receives all undisputed MONTHLY REINSURANCE PREMIUM in arrears, including
interest calculated in accordance with paragraph G of this Article, within
the 30 day notice period, the notice of termination shall be deemed
withdrawn. The 30 day notice period will commence once the notice is
received by the Deputy Chief Legal Officer of AIG SunAmerica, 1 SunAmerica
Center, 0000 Xxxxxx xx xxx Xxxxx, Xxx Xxxxxxx, XX 00000, through certified
mail or personal delivery. No other methods of notification are permitted
under this article.
G. Notwithstanding termination of reinsurance as provided herein, CEDING
COMPANY shall continue to be liable to REINSURER for all unpaid MONTHLY
REINSURANCE PREMIUM earned by REINSURER under this Agreement, and REINSURER
shall continue to be liable to CEDING COMPANY for all unpaid GMDB CLAIMS
and EEB CLAIMS to the extent due under this Agreement as of the effective
date of termination.[redacted]
ARTICLE IV - AUTOMATIC PROVISIONS
A. On or after the EFFECTIVE DATE of this Agreement, CEDING COMPANY shall
automatically cede and REINSURER shall automatically accept a Quota Share
percentage, as provided in Schedule E, with respect to the CEDING COMPANY'S
liability for the GMDB CLAIMS and EEB CLAIMS for each ACTIVE CONTRACT
reinsured under this Agreement as provided in this Article.
B. (1) This Agreement covers only the liability for GMDB CLAIMS and EEB CLAIMS
paid under VARIABLE ANNUITY CONTRACT forms or benefit rider forms that were
reviewed and approved by REINSURER prior to their issuance. Approved
Benefit rider forms and contract forms, as supplemented by additional
materials, are listed on Schedule B-1. REINSURER shall have no liability
with respect to any new or revised contract form
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or benefit rider form not so approved unless and until REINSURER has
reviewed and expressly approved such form in writing. CEDING COMPANY shall
provide prior written notice to REINSURER of a request for such approval
together with a copy of the new or revised contract form or rider form, and
a revised Schedule B-1. REINSURER will approve or disapprove any new or
revised contract forms or benefit rider forms within 30 days of the date it
receives notification and copies thereof; provided, however, that such
forms are deemed disapproved unless the REINSURER'S written approval is
submitted within such time period. Notice of disapproval will not affect
VARIABLE ANNUITY CONTRACTS issued under Schedule B-1, including amendments
to Schedule B-1 that were previously approved by REINSURER.
(2) Moreover, REINSURER shall have no liability with respect to any
contract form or benefit rider form if funds have been deleted from the
form as approved by the REINSURER. REINSURER shall be liable with respect
to such form only after REINSURER has reviewed and expressly approved any
such fund deletion in writing. [redacted]
C. This Agreement covers only the liability for GMDB CLAIMS and EEB CLAIMS
paid under VARIABLE ANNUITY CONTRACTS invested in investment funds listed
on Schedule B-2. REINSURER shall have no liability with respect to any new
or revised investment fund not so approved unless REINSURER has reviewed
and expressly approved such fund in writing. [redacted]
D. Notwithstanding Paragraphs B and C above, CEDING COMPANY must notify
REINSURER in advance of any upcoming changes to the policy form, contract,
or prospectus which may affect VARIABLE ANNUITY CONTRACTS reinsured under
this Agreement. [redacted]
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[redacted]
E. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must
fall within the automatic limits as shown in Schedule C-1, unless an
exception is permitted by mutual written agreement between the parties.
[redacted].
[redacted]
F. [redacted] If, at any time, any variable investment option fails to qualify
as a regulated investment company under Subchapter M of the Internal
Revenue Code and/or fails to meet the diversification requirements of
Subchapter L of the Internal Revenue Code, the REINSURER'S liability with
respect to such variable investment option may be terminated by the
REINSURER, upon 30 days written notice to the CEDING COMPANY[redacted]
G. [redacted] If the CEDING COMPANY causes such variable investment option to
satisfy the requirements of Subchapter M and Subchapter L, within the
30-day notice period, the REINSURER'S liability in respect to such variable
investment option will be reinstated from the date the variable investment
option satisfies the requirements of both Subchapter M and Subchapter L.
[redacted]
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[redacted]
ARTICLE V - PREMIUM ACCOUNTING
A. On or before the REMITTANCE DATE, CEDING COMPANY shall forward to REINSURER
its statement of account and data requirements as set forth in Schedule F
together with its remittance of the MONTHLY REINSURANCE PREMIUM as shown
therein, as well as any premium adjustments from the prior period.
B. If the MONTHLY REINSURANCE PREMIUM is not paid by CEDING COMPANY on or
before the REMITTANCE DATE, interest calculated in accordance with Article
III, paragraph F will be assessed from the REMITTANCE DATE until the date
such unpaid MONTHLY REINSURANCE PREMIUM is paid in full to REINSURER.
C. If any MONTHLY REINSURANCE PREMIUM amounts due hereunder cannot be
determined by the REMITTANCE DATE, CEDING COMPANY shall have 30 days to
determine the appropriate MONTHLY REINSURANCE PREMIUM amount and remit such
amount to REINSURER with interest, from the REMITTANCE DATE to the date of
payment, calculated in accordance with Article III, paragraph F.
D. The CEDING COMPANY acknowledges that timely and correct reporting in
compliance with Schedule F is a material element of the CEDING COMPANY's
responsibilities hereunder and an important basis of the REINSURER's
commitment to reinsure the risk hereunder. Material non-compliance with
reporting requirements shall constitute a material breach of the terms of
this Agreement.
ARTICLE VI - REINSURANCE CLAIM SETTLEMENT
A. REINSURER shall at no time be responsible for any obligation of CEDING
COMPANY to any third party under any VARIABLE ANNUITY CONTRACT issued by
CEDING COMPANY.
B. The REINSURER'S liability shall attach simultaneously with that of the
CEDING COMPANY's and shall be subject in all respects to the same risks,
terms, conditions, interpretations, waivers, modifications, alterations,
and cancellations as the respective insurances (or reinsurances) of the
CEDING COMPANY, the true intent of this Agreement being that the REINSURER
shall, subject to the terms, conditions, and limits of this Agreement,
follow the fortunes of the CEDING COMPANY. Nothing shall in any manner
create any obligations or establish any rights against the REINSURER in
favor of any third parties or any persons not parties to this Agreement
C. On or before the REMITTANCE DATE, CEDING COMPANY shall forward to REINSURER
its statement of account and data requirements as set forth in Schedule F,
together with its request for reimbursement for GMDB CLAIMS and EEB CLAIMS
as shown therein. If requested by REINSURER, CEDING COMPANY shall promptly
provide
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REINSURER with proof of claim, proof of claim payment and any other claim
documentation identified by REINSURER that is reasonably available to the
CEDING COMPANY, in accordance with Schedule F.
D. If GMDB CLAIMS and EEB CLAIMS are not paid by the REIMBURSEMENT DATE (or,
if later, 30 days after REINSURER receives CEDING COMPANY'S monthly
statement of account), interest calculated in accordance with Article III,
paragraph F will be assessed from the REIMBURSEMENT DATE and will continue
until the GMDB CLAIMS and EEB CLAIMS are paid in full.
E. Notwithstanding any other provision of this Agreement, CEDING COMPANY shall
be liable for ANNUAL GMDB CLAIMS which are equal to or less than the ANNUAL
GMDB CLAIM DEDUCTIBLE. REINSURER shall only have liability for ANNUAL GMDB
CLAIMS to the extent that the ANNUAL GMDB CLAIMS exceed the ANNUAL GMDB
CLAIM DEDUCTIBLE.
F. Notwithstanding any other provision of this Agreement, the REINSURER'S
total liability under this Agreement shall not exceed (1) in connection
with any single life, the PER LIFE CLAIM LIMIT; (2) for ANNUAL GMDB CLAIMS,
the ANNUAL GMDB CLAIM LIMIT.
ARTICLE VII - RESERVES
A. REINSURER will establish and hold a reserve in connection with the
reinsurance provided under this Agreement (taking into account the claim
deductibles and limits), which will satisfy the requirements of the
insurance regulatory requirements of the state of domicile of the CEDING
COMPANY (the "Domiciliary State"), as in effect on the EFFECTIVE DATE.
B. Additional reserves requested by CEDING COMPANY may be established by
REINSURER and secured by a trust or a letter of credit. An additional
reinsurance premium will be required annually and will be equal to
[redacted] XXXX
C. With respect to the reserve so established, REINSURER will comply with the
provisions of insurance law of the Domiciliary State relating to
reinsurance credit for non-authorized reinsurers as in effect on the
EFFECTIVE DATE, including providing security to enable the CEDING COMPANY
to qualify for such reserve credit through the issuance of letters of
credit or otherwise, at the REINSURER'S expense.
ARTICLE VIII - LITIGATION
In the event of any legal action brought against CEDING COMPANY relating to any
VARIABLE ANNUITY CONTRACT that is reinsured in accordance with the terms and
conditions of this Agreement, CEDING COMPANY shall provide to the REINSURER
written notice thereof, including a copy of the complaint and/or all other
pleadings and material correspondence relating to such legal action within 10
BUSINESS DAYS after CEDING
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COMPANY'S receipt thereof.
While the REINSURER does not undertake to investigate or defend claims or
proceedings, it shall nevertheless have the right and be given the opportunity,
at its request and with the cooperation of the CEDING COMPANY to appoint
representatives at its own expense and to become associated with the CEDING
COMPANY and the CEDING COMPANY's representatives in the investigation or defense
of any claims or proceedings.
ARTICLE IX - ACCESS TO RECORDS; CONFIDENTIALITY
A. The REINSURER, or its duly authorized representative, shall have free
access at all reasonable times during and after the currency of this
agreement, to books and records maintained by any of the division,
department and branch offices of the CEDING COMPANY which are involved in
the subject matter of this Agreement and which pertain to the reinsurance
provided hereunder and all claims made in connection therewith. [redacted]
B. The CEDING COMPANY and the REINSURER may come into the possession or
knowledge of Confidential Information of the other in fulfilling
obligations under this Agreement. Each party agrees to hold such
Confidential Information in the strictest confidence and to take all
reasonable steps to ensure that Confidential Information is not disclosed
in any form by any means by each of them or by any of their employees to
third parties of any kind, other than attorneys, accountants, reinsurance
intermediaries, consultants or retrocessionaires having an interest in such
information, except by advance written authorization by an officer of the
authorizing party; provided, however, that either party will be deemed to
have satisfied its obligations as to the Confidential Information by
protecting its confidentiality in the same manner that the party protects
its own proprietary or confidential information of like kind, which shall
be at least a reasonable manner. Subject to the exclusion provided in
Paragraph C, below, "Confidential Information" means:
(1.) any information or knowledge about each party's products, processes,
services, finances, customers, research, computer programs, marketing
and business plans and/or claims management practices; and
(2.) any medical or other personal, individually identifiable information
about people or business entities with whom each party does business,
including customers, prospective customers, vendors, suppliers,
individuals covered by insurance plans, and each party's producers and
employees; and
(3.) records provided pursuant to Paragraph A, above.
C. Notwithstanding the definition of "Confidential Information" provided in
Paragraph B, above, Confidential Information does not include information
that
(1.) is generally available to or known by the public; or
(2.) is disclosed pursuant to written authorization of an officer of the
disclosing party; or
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(3.) is disclosed pursuant to operation of law (including without
limitation the lawful requirement of a governmental agency), provided
(a) the non-disclosing party is given reasonable prior notice to
enable it to seek a protective order, and (b) the disclosing party
discloses only that information which, in the reasonable judgment of
its counsel, is required to be disclosed; or
(4.) has been lawfully obtained or developed by either party (a)
independently or from any source other than the other party (provided
that such source is not bound by a duty of confidentiality to such
other party), and (b) not in violation of this Agreement.
D. If either the CEDING COMPANY or the REINSURER discloses Confidential
Information to interested parties such as, but not limited to, attorneys,
accountants, reinsurance intermediaries, consultants or retrocessionaires
having an interest in such information, such interested parties shall also
be bound by this Article's provisions on disclosing Confidential
Information. The CEDING COMPANY or the REINSURER must inform the interested
party of the provisions of this Article and agree to ensure that the
interested parties honor the provisions.
D. This Article expires 3 year after the TERMINATION DATE.
ARTICLE X - UNINTENTIONAL ERRORS, MISUNDERSTANDINGS OR OMISSIONS
It is expressly understood and agreed that if failure to comply with any terms
of this Agreement is hereby shown to be the result of an unintentional error,
misunderstanding or omission, on the part of either CEDING COMPANY or REINSURER,
both CEDING COMPANY and REINSURER, will be restored to the position they would
have occupied, had no such error, misunderstanding or omission occurred, subject
to the correction of the error, misunderstanding or omission within a reasonably
expedient time after discovery.
ARTICLE XI - CURRENCY
All retentions and limits hereunder, and all monetary data elements as described
in Schedule F, are expressed in United States dollars and all premium and claim
payments shall be made in United States dollars.
ARTICLE XII - INSOLVENCY
A. In the event of insolvency of CEDING COMPANY, any net GMDB CLAIMS and EEB
CLAIMS due CEDING COMPANY, after offset for REINSURANCE PREMIUMS due
REINSURER as described in Article XIV, will be payable directly by
REINSURER to CEDING COMPANY or to its liquidator, receiver, conservator or
statutory successor on the basis of REINSURER'S liability to CEDING COMPANY
without diminution because of the insolvency of CEDING COMPANY, or because
the liquidator, receiver, conservator or statutory successor of CEDING
COMPANY has failed to pay all or a portion of any claim.
B. In the event of insolvency of CEDING COMPANY, the liquidator, receiver, or
statutory successor will, within reasonable time after the claim is filed
in the insolvency proceeding,
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give written notice to REINSURER of all pending claims against CEDING
COMPANY on any VARIABLE ANNUITY CONTRACTS reinsured. While a claim is
pending, REINSURER may investigate and interpose, at its own expense, in
the proceedings where the claim is adjudicated, any defense or defenses
that it may deem available to CEDING COMPANY or its liquidator, receiver,
or statutory successor. The expense incurred by REINSURER will be
chargeable, subject to court approval against CEDING COMPANY as part of the
expense of liquidation to the extent of a proportionate share of the
benefit that may accrue to CEDING COMPANY solely as a result of the defense
undertaken by REINSURER. Where two or more reinsurers are participating in
the same claim and a majority in interest elects to interpose a defense or
defenses to any such claim, the expense will be apportioned in accordance
with the terms of the reinsurance agreement as though such expense had been
incurred by CEDING COMPANY.
C. The reinsurance shall be payable by the Reinsurer to the CEDING COMPANY or
to its liquidator, receiver, conservator, or statutory successor, except
(a) where this Agreement specifically provides another payee of such
reinsurance in the event of the insolvency of the CEDING COMPANY; or (b)
where provided otherwise under applicable law. Then, with the prior
approval of the applicable regulatory authority, if required, the CEDING
COMPANY is entirely released from its obligation and the REINSURER shall
pay any loss directly to payees under such original policy.
ARTICLE XIII - ARBITRATION
A. Any and all disputes or differences arising out of this Agreement,
including its formation and validity, shall be submitted to binding
arbitration. Any arbitration shall be based upon the Procedures for the
Resolution of U.S. Insurance and Reinsurance Disputes dated September 1999
(the "Procedures"), as supplemented by the paragraphs below.
B. The Panel shall consist of three Disinterested arbitrators, one to be
appointed by the Petitioner, one to be appointed by the Respondent and the
third to be appointed by the two Party-appointed arbitrators. [redacted]
....
[redacted]
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[redacted]
D. The arbitration shall take place in New York, New York.
E. Unless prohibited by law, the Supreme Court of the State and County of New
York and the United States District Court for the Southern District of New
York shall have exclusive jurisdiction over any and all court proceedings
that either Party may initiate in connection with the arbitration,
including proceedings to compel, stay, or enjoin arbitration or to confirm,
vacate, modify, or correct an Arbitration Award.
F. For purposes of this Article, the terms "Arbitration Award,"
"Disinterested," "Notice of Arbitration," "Panel," "Party" (or "Parties"),
"Petitioner," "Respondent," and "Response" shall have the meanings set
forth in article 2 of the Procedures (Definitions).
G. In the event of any conflict between the Procedures and this Article, this
Article, and not the Procedures, will control.
H. This Article shall survive the expiration or termination of this Agreement.
ARTICLE XIV - OFFSET
Either party shall have, and may exercise at any time the right to offset any
balance or amounts whether on account of premiums, or on account of claims or
otherwise, due from one party to the other under the terms of this Agreement.
ARTICLE XV - MISCELLANEOUS
A. This Agreement means the text hereof, the Schedules and any Amendments
effected in accordance with this paragraph. The Agreement constitutes the
entire statement of agreement between the parties with regard to the
subject matter hereof. There are no other understandings or agreements
between the parties regarding the contracts reinsured other than as
expressed in this Agreement. Any changes or additions to this Agreement
must be effected by means of a written amendment that has been signed by
both parties.
B. Notwithstanding the termination of this Agreement as provided herein, its
provisions will continue to apply hereunder to the end that all obligations
and liabilities incurred by each party hereunder will be fully performed
and discharged.
C. If any provision of this Agreement should be rendered invalid, illegal or
unenforceable by law, regulations or public policy of any state or other
applicable jurisdiction, the parties will renegotiate the Agreement in good
faith to cure such invalid, illegal or unenforceable provision. If such
negotiations are unsuccessful to resolve the matter, then (i) such invalid,
illegal or unenforceable provision will be deleted from the Agreement, (ii)
to the maximum
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extent permitted by law, such invalidity, illegality or unenforceability
will not affect any other provisions of this Agreement and (iii) this
Agreement will be construed to give effect to the remaining provisions
hereof to carry out its original intent.
ARTICLE XVI - GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of
New York without regard for its conflicts of laws principles.
ARTICLE XVII - SERVICE OF SUIT
A. It is agreed that in the event of the failure of the Reinsurers hereon to
pay any amount claimed to be due hereunder, the Reinsurers hereon, at the
request of the CEDING COMPANY, will submit to the jurisdiction of a court
of competent jurisdiction within the United States. Nothing in this clause
constitutes or should be understood to constitute a waiver of Reinsurers'
rights to commence an action in any court of competent jurisdiction in the
United States, to remove an action to a United States District Court, or to
seek a transfer of a case to another court as permitted by the laws of the
United States or of any state in the United States. It is further agreed
that service of process in such suit may be made upon CT Corporation
System, 000 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and that in any suit
instituted against any one of them upon this Agreement, Reinsurers will
abide by the final decision of such court or of any Appellate Court in the
event of an appeal.
B. The above named are authorized and directed to accept service of process on
behalf of Reinsurers in any such suit and/or upon the request of the CEDING
COMPANY to give a written undertaking to the CEDING COMPANY that they will
enter a general appearance upon Reinsurers' behalf in the event such a suit
shall be instituted.
C. Further, pursuant to any statute of any state, territory or district of the
United States which makes provision therefore, Reinsurers hereon hereby
designate the Superintendent, Commissioner or Director of Insurance or
other officer specified for that purpose in the statute, or his successor
or successors in office, as their true and lawful attorney upon whom may be
served any lawful process in any action, suit or proceeding instituted by
or on behalf of the CEDING COMPANY or any beneficiary hereunder arising out
of this contract of reinsurance, and hereby designate the above named as
the person to whom the said officer is authorized to mail such process or a
true copy thereof.
D. This Article shall not be read to conflict with or override the obligation
of the parties to arbitrate any and all disputes or differences arising out
of this Agreement.
ARTICLE XVIII - NOTICES
A. All notices required to be given hereunder shall be in writing and shall be
deemed delivered if personally delivered, sent via reputable overnight
carrier, facsimile with proof of successful transmission, or dispatched by
certified or registered mail, return receipt requested, postage prepaid,
addressed to the parties as follows:
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[redacted]
Anchor National Life Insurance Company
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
[redacted]
B. Notice shall be deemed given on the date it is received in accordance with
the foregoing. Notice by facsimile shall only be effective upon written
confirmation from the recipient. Automatic or electronic receipts are not
considered written confirmation. Any party may change the address to which
to send notices by notifying the other party of such change of address in
writing in accordance with the foregoing.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
in duplicate on the dates indicated to be effective as of the date specified
above.
[redacted] Anchor National Life Insurance Company
ABD Life Reinsurance [redacted]
By By
---------------------------------- -------------------------------------
Name Name
-------------------------------- -----------------------------------
Title Title
------------------------------- ----------------------------------
Date Date
-------------------------------- -----------------------------------
ATTEST: ATTEST:
By By
---------------------------------- -------------------------------------
Name Name
-------------------------------- -----------------------------------
Title Title
------------------------------- ----------------------------------
Date Date
-------------------------------- -----------------------------------
17
