TERMINATION.
(A)
TERMINATION ON THE FINAL DATE.
THIS AGREEMENT SHALL AUTOMATICALLY
TERMINATE AS TO THE REINSURANCE OF NEW POLICIES ON THE FINAL DATE.
SUBJECT TO
SECTIONS 8.04, 12.02 AND 13.01, ALL REINSURED POLICIES IN FORCE AS OF THE FINAL
DATE WILL REMAIN REINSURED POLICIES UNTIL THE EXPIRATION THEREOF AND THE
REINSURER SHALL REMAIN LIABLE THEREON.
(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, OR
ANY ANNUITIZATION PAYMENTS WITH RESPECT TO ANNUITIZATIONS THAT OCCUR, 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 XVI) 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
26
REQUIREMENT FOR A NOTIFICATION PERIOD PRIOR TO THE TERMINATION OF THIS AGREEMENT
SHALL NOT APPLY UNDER SUCH CIRCUMSTANCES.
SECTION 12.03
TERMINATION PAYMENT.
(A)
IN THE EVENT THAT THIS AGREEMENT IS TERMINATED AS TO ALL REINSURED
POLICIES (INCLUDING IF THIS AGREEMENT IS REJECTED