SUBJECT TO SECTION 11.02, THIS
AGREEMENT IS UNLIMITED AS TO ITS DURATION.
SECTION 11.02
TERMINATION.
(A)
TERMINATION BY REINSURER.
THE REINSURER
MAY, IN ITS SOLE DISCRETION, TERMINATE THIS AGREEMENT AS TO THE REINSURANCE OF
NEW POLICIES BY PROVIDING THIRTY (30) CALENDAR DAYS PRIOR WRITTEN NOTICE TO THE
CEDING COMPANY.
ALL THEN IN FORCE REINSURED POLICIES WILL REMAIN REINSURED
POLICIES UNTIL THE EXPIRATION THEREOF.
DURING THE THIRTY (30) CALENDAR DAY
NOTIFICATION PERIOD, THE CEDING COMPANY WILL CONTINUE TO CEDE AND THE REINSURER
WILL CONTINUE TO ACCEPT POLICIES COVERED UNDER THE TERMS OF THIS AGREEMENT.
(B)
TERMINATION FOR NON-PAYMENT.
EITHER PARTY
MAY TERMINATE THIS AGREEMENT AS TO ALL REINSURED POLICIES IF THE OTHER PARTY
FAILS TO PAY ANY AMOUNTS DUE UNDER THIS AGREEMENT WITHIN THIRTY (30) CALENDAR
DAYS FOLLOWING WRITTEN NOTICE OF NON-PAYMENT FROM THE NON-DEFAULTING PARTY (A
"NON-PAYMENT EVENT"); PROVIDED, THAT REINSURANCE THAT IS TERMINATED DUE TO
NON-PAYMENT BY THE CEDING COMPANY MAY BE REINSTATED BY THE CEDING COMPANY,
SUBJECT TO THE REINSURER'S APPROVAL, WITHIN SIXTY (60) CALENDAR DAYS OF THE DATE
OF TERMINATION, AND UPON PAYMENT OF ALL AMOUNTS IN ARREARS INCLUDING ANY
INTEREST ACCRUED THEREON; PROVIDED, FURTHER, THAT THE REINSURER SHALL HAVE NO
LIABILITY FOR THE PAYMENT OF ANY CLAIMS UNDER THE REINSURED POLICIES THAT ARE
INCURRED BETWEEN THE DATE OF TERMINATION AND THE DATE OF THE REINSTATEMENT OF
THE REINSURANCE.
(C)
TERMINATION FOR MATERIAL BREACH.
IN
ADDITION TO ALL OTHER RIGHTS AND REMEDIES AVAILABLE UNDER THIS AGREEMENT, EITHER
PARTY MAY TERMINATE THIS AGREEMENT AS TO ALL REINSURANCE POLICIES BY PROVIDING
THE OTHER PARTY WITH A MINIMUM OF THIRTY (30) CALENDAR DAYS PRIOR WRITTEN NOTICE
IN THE EVENT THE OTHER PARTY COMMITS A MATERIAL BREACH OF ANY PROVISION OF THIS
AGREEMENT, WHICH NOTICE SHALL SPECIFY THE NATURE OF SUCH MATERIAL BREACH. THE
BREACHING PARTY SHALL HAVE TWENTY (20) CALENDAR DAYS FROM THE DATE OF THE
BREACHING PARTY'S RECEIPT OF THE FOREGOING NOTICE TO CURE SUCH MATERIAL BREACH
TO THE REASONABLE SATISFACTION OF THE NON-BREACHING PARTY. IF THE BREACH IS
CURED, THE OTHER PARTY SHALL PROVIDE WRITTEN NOTICE TO THE CURING PARTY THAT THE
BREACH HAS BEEN ADEQUATELY CURED. IN THE EVENT THE BREACHING PARTY FAILS TO CURE
THE MATERIAL BREACH WITHIN SUCH TWENTY (20) CALENDAR DAY PERIOD, THEN, AT THE
OPTION OF THE NON-BREACHING PARTY AND UPON NOTICE, THIS AGREEMENT WILL TERMINATE
UPON EXPIRATION OF THE THIRTY (30) CALENDAR DAY NOTICE PERIOD. NOTWITHSTANDING
THE FOREGOING, THE PARTIES SHALL COOPERATE WITH EACH OTHER TO EFFECT A CURE OF
ANY BREACH OF THE TERMS OF THIS AGREEMENT.
(D)
TERMINATION FOR INSOLVENCY OF REINSURER.
THE CEDING COMPANY MAY TERMINATE THIS AGREEMENT AS TO ALL REINSURED POLICIES IN
THE EVENT THAT THE REINSURER BECOMES INSOLVENT (AS SET FORTH IN ARTICLE XV) BY
PROMPTLY PROVIDING THE REINSURER OR ITS AUTHORIZED REPRESENTATIVE WITH WRITTEN
NOTICE OF TERMINATION, TO BE EFFECTIVE AS OF THE DATE ON WHICH THE REINSURER'S
INSOLVENCY IS ESTABLISHED BY THE AUTHORITY RESPONSIBLE FOR SUCH DETERMINATION.
ANY
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REQUIREMENT FOR A NOTIFICATION PERIOD PRIOR TO THE TERMINATION OF THIS AGREEMENT
SHALL NOT