notify such other party or parties in writing of its demand for arbitration of the matter in dispute, and at the time of such notification, the party demanding arbitration (hereinafter, the “Petitioner”) shall notify such other party or parties (hereinafter, “Respondents”) of the name of the arbitrator selected by the Petitioner. Within thirty (30) calendar days thereafter, the Respondents shall select an arbitrator and notify the Petitioner of the name of such second arbitrator. If the Respondents shall fail or refuse to nominate the second arbitrator within thirty (30) calendar days following the receipt of such notification, the Petitioner may, after an additional period of thirty (30) calendar days from the date notice is given to the Respondents, request a judge of the High Court of Justice of England and Wales to appoint a second arbitrator, and in such a case, the arbitrator appointed by such a judge shall be deemed to have been nominated by the Respondents. Within thirty (30) calendar days after the appointment of the second arbitrator, the two arbitrators shall choose a third arbitrator. In the event of the failure of the first two arbitrators to agree on a third arbitrator within such thirty (30) calendar day period, any of the parties may, after an additional period of thirty (30) calendar days from the date notice is given to the other parties, request a judge of the High Court of Justice of England and Wales to appoint a third arbitrator, and in such case, the person so appointed shall act as the third arbitrator. Upon acceptance of the appointment by such third arbitrator, the Board of Arbitration for the controversy in question shall be deemed fixed.

b. The Board of Arbitration shall fix, by a notice in writing to the parties involved, a reasonable time and place for the arbitration hearing, and may in such written notice or at the time of the commencement of the hearing, prescribe reasonable rules and regulations governing the course and conduct of the hearing including, without limitation, document and deposition discovery by the parties.

c. The Board shall, within ninety (90) calendar days following the conclusion of the hearing, render its written decision on the matter or matters in controversy and shall cause a copy thereof to be served on all the parties thereto. In case the Board fails to reach a unanimous decision, the decision of the majority of the members of the Board shall be deemed to be the decision of the Board, and the same shall be final and binding on the parties thereto. Such decision shall be a complete defense to any attempted appeal or litigation of such decision in the absence of fraud or collusion. Judgment upon the arbitration award may be entered in any court of competent jurisdiction.

d. Any order as to costs shall be in the sole discretion of the Board, who may direct to whom and by whom and in what manner they shall be paid.

2. The Insurer and the Insured agree that in the event that claims for indemnity or contribution are asserted in any action or other proceeding against the Insurer by any of the Insured’s other insurers in any jurisdiction or forum other than that set forth above, the Insured will in good faith take all reasonable steps requested by the Insurer to assist the Insurer in obtaining a dismissal of these claims (other than on the merits) and will, without limitation, undertake in the action or other proceeding to reduce any judgment or award against such other insurers to the extent that the court or other tribunal determines that the Insurer would have been liable to such insurers for indemnity or contribution pursuant to this Policy. The Insured shall be entitled to assert claims against the Insurer for coverage under this Policy, including, without limitation, for amounts by which the Insured reduced its judgment against such other insurers in respect of such claims for indemnity or contribution, in an arbitration between the Insurer and the Insured

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ESIL FF-04 Coverage Form (Ed. 06/07)